The Public Interest Merger Reference (Gardner Aerospace Holdings Ltd. and Impcross Ltd.) (Pre-emptive Action) Order 2019

Interim provisions

7.  Without limiting article 6, Gardners and Impcross must so far as within their respective powers ensure that—

(a) the Impcross business is carried on separately from the Gardners business and the Impcross business’s separate sales or brand identity is maintained;

(b) except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Impcross business;

(c) the nature, description, range and quality of goods and services supplied by the Impcross business are maintained and preserved;

(d) except in the ordinary course of business for the separate operation of the Impcross business—

(i) all of the assets of the Impcross business are maintained and preserved, including facilities and goodwill;

(ii) none of the assets of the Impcross business is disposed of; and

(iii) no interest in the assets of the Impcross business is created or disposed of;

(e) no steps are taken to integrate the information technology systems of the Impcross business with those of the Gardners business, and the software and hardware platforms of the Impcross business remain unchanged, except for routine changes and maintenance;

(f) the customer and supplier lists of the Impcross business are operated and updated separately from those of the Gardners business and, in particular—

(i) any negotiations with any existing or potential customers or suppliers in relation to the Impcross business are carried out by Impcross alone and without any assistance from Gardners; and

(ii) Impcross and Gardners do not enter into any joint agreements with existing or potential customers or suppliers of the Impcross business;

(g) subject to paragraph (h), all contracts awarded to the Impcross business continue to be serviced by that business;

(h) Impcross and Gardners do not perform or continue to perform any existing agreement between them (including any joint agreement between them and any other person);

(i) no key staff are removed from their positions within the Impcross business;

(j) no key staff are transferred between the Impcross business and the Gardners business;

(k) all reasonable steps are taken to encourage all key staff to remain with the Impcross business.