The Enterprise Act 2002 (Protection of Legitimate Interests) Order 2003

Statutory restrictions following reference under article 5 U.K.

7.—(1) Sub-paragraphs (2) and (3) apply where—

(a) a reference has been made under article 5 but not finally determined; and

[F1 (b) no orders under paragraph 2 are in force in relation to the European relevant merger situation concerned.]

(2) No relevant person shall, without the consent of the Secretary of State—

(a) complete any outstanding matters in connection with any arrangements which have resulted in the enterprises concerned ceasing to be distinct enterprises;

(b) make any further arrangements in consequence of that result (other than arrangements which reverse that result); or

(c) transfer the ownership or control of any enterprises to which the reference relates.

(3) No relevant person shall, without the consent of the Secretary of State, assist in any of the activities mentioned in paragraphs (a) to (c) of sub-paragraph (2).

(4) The prohibitions in sub-paragraphs (2) and (3) do not apply in relation to anything which the person concerned is required to do by virtue of any enactment.

(5) The consent of the Secretary of State under sub-paragraph (2) or (3)—

(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.

(6) Paragraph (c) of sub-paragraph (5) shall not apply if the Secretary of State considers that publication is not necessary for the purposes mentioned in that paragraph.

(7) Sub-paragraphs (2) and (3) 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.

(8) For the purpose of this paragraph a reference under article 5 is finally determined if—

(a) the time within which the [F2 CMA] is to prepare a report under article 8 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;

(b) the [F3 CMA] decides to cancel the reference under article 11(1);

(c) the time within which the Secretary of State is to make and publish a decision under article 12(2) has expired and no such decision has been made and published;

(d) the Secretary of State decides under paragraph (2) of article 12 otherwise than as mentioned in paragraph (6) of that article;

(e) the Secretary of State decides under paragraph (2) of article 12 as mentioned in paragraph (6) of that article 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 paragraph (2) of article 12 as mentioned in paragraph (6) of that article 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 this paragraph the time when a reference under article 5 is finally determined is—

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

(b) in a case falling within sub-paragraph (8)(b) or (d), the making of the decision concerned;

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

(10) In this paragraph “relevant person” means—

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

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

(c) any person associated with any person falling within paragraph (a) or any subsidiary of any person so associated.

Textual Amendments

F1 Sch. 2 para. 7(1)(b) substituted (1.4.2014) by The Enterprise Act 2002 (Protection of Legitimate Interests) (Amendment) Order 2014 (S.I. 2014/891), arts. 1, 17(8)(a) (with arts. 20-23)

F2 Word in Sch. 2 para. 7(8)(a) substituted (1.4.2014) by The Enterprise Act 2002 (Protection of Legitimate Interests) (Amendment) Order 2014 (S.I. 2014/891), arts. 1, 17(8)(b) (with arts. 20-23)

F3 Word in Sch. 2 para. 7(8)(b) substituted (1.4.2014) by The Enterprise Act 2002 (Protection of Legitimate Interests) (Amendment) Order 2014 (S.I. 2014/891), arts. 1, 17(8)(b) (with arts. 20-23)