SCHEDULES

C1SCHEDULE 7Enforcement regime for public interest and special public interest cases

Annotations:
Modifications etc. (not altering text)

8

1

Sub-paragraph (2) applies where—

a

a reference has been made under section 45(4) or (5) or 62(3); and

F1b

no orders under paragraph 2 are in force in relation to the relevant merger situation concerned or (as the case may be) the special merger situation concerned.

2

No relevant person shall, without the consent of the Secretary of State, directly or indirectly acquire during the relevant period an interest in shares in a company if any enterprise to which the reference relates is carried on by or under the control of that company.

3

The consent of the Secretary of State under sub-paragraph (2)—

a

may be general or specific;

b

may be revoked by the Secretary of State; and

c

shall be published in such manner as the Secretary of State considers appropriate for bringing it to the attention of any person entitled to the benefit of it.

4

Paragraph (c) of sub-paragraph (3) shall not apply if the Secretary of State considers that publication is not necessary for the purpose mentioned in that paragraph.

5

Sub-paragraph (2) shall apply to a person’s conduct outside the United Kingdom if (and only if) he is—

a

a United Kingdom national;

b

a body incorporated under the law of the United Kingdom or of any part of the United Kingdom; or

c

a person carrying on business in the United Kingdom.

6

In this paragraph—

  • “company” includes any body corporate;

  • “relevant period” means the period beginning with the publication of the decision of the Secretary of State to make the reference concerned and ending when the reference is finally determined;

  • “relevant person” means—

    1. a

      any person who carries on any enterprise to which the reference relates or who has control of any such enterprise;

    2. b

      any subsidiary of any person falling within paragraph (a); or

    3. c

      any person associated with any person falling within paragraph (a) or any subsidiary of any person so associated; and

  • “share” means share in the capital of a company, and includes stock.

7

For the purposes of the definition of “relevant period” in sub-paragraph (6), a reference under section 45(4) or (5) is finally determined if—

a

the F2CMA cancels the reference under section 48(1) or 53(1);

b

the time within which the F2CMA is to prepare a report under section 50 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

c

the time within which the Secretary of State is to make and publish a decision under section 54(2) has expired and no such decision has been made and published;

d

the Secretary of State decides under section 54(2) to make no finding at all in the matter;

e

the Secretary of State otherwise decides under section 54(2) not to make an adverse public interest finding;

f

the Secretary of State decides under section 54(2) to make an adverse public interest finding but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

g

the Secretary of State decides under section 54(2) to make an adverse public interest finding and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

8

For the purposes of the definition of “relevant period” in sub-paragraph (6), a reference under section 62(3) is finally determined if—

a

the F2CMA cancels the reference under section 64(1);

b

the time within which the F2CMA is to prepare a report under section 65 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

c

the time within which the Secretary of State is to make and publish a decision under section 66(2) has expired and no such decision has been made and published;

d

the Secretary of State decides under subsection (2) of section 66 otherwise than as mentioned in subsection (5) of that section;

e

the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

f

the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

9

For the purposes of the definition of “relevant period” in sub-paragraph (6) above, the time when a reference under section 45(4) or (5) or (as the case may be) 62(3) is finally determined is—

a

in a case falling within sub-paragraph (7)(a), (d) or (e) or (as the case may be) (8)(a) or (d), the making of the decision concerned;

b

in a case falling within sub-paragraph (7)(b) or (c) or (as the case may be) (8)(b) or (c), the expiry of the time concerned;

c

in a case falling within sub-paragraph (7)(f) or (as the case may be) (8)(e), the making of the decision neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; and

d

in a case falling within sub-paragraph (7)(g) or (as the case may be) (8)(f), the acceptance of the undertaking concerned or (as the case may be) the making of the order concerned.

10

Section 79 shall apply for the purposes of paragraph 7 and this paragraph in relation to a reference under section 45 or 62 as it applies for the purposes of sections 77 and 78 in relation to a reference under section 22 or 33.

11

In its application by virtue of sub-paragraph (10) section 79 shall have effect as if—

a

subsections (1) and (2) were omitted; and

b

for the reference in subsection (4) to the F3CMA there were substituted a reference to the Secretary of State.