The Public Interest Merger Reference (Gardner Aerospace Holdings Ltd. and Impcross Ltd.) (Pre-emptive Action) Order 2019
| Jurisdiction | UK Non-devolved |
| Citation | SI 2019/1490 |
| Year | 2019 |
2019 No. 1490
Competition
The Public Interest Merger Reference (Gardner Aerospace Holdings Ltd. and Impcross Ltd.) (Pre-emptive Action) Order 2019
Made 5th December 2019
Laid before Parliament 17th December 2019
Coming into force 5th December 2019
The Secretary of State has reasonable grounds for suspecting that it is or may be the case that as a result of the proposed acquisition by Gardner Aerospace Holdings Limited of Impcross Limited arrangements are in progress or in contemplation which, if carried into effect, will result in two or more enterprises ceasing to be distinct.
An intervention notice in respect of the relevant merger situation concerned, given by the Secretary of State on 5th December 2019 under section 42 of the Enterprise Act 20021, is in force.
In the opinion of the Secretary of State the exercise of the powers as set out in this Order is required for the purpose of preventing action which might prejudice a reference of the matter to the Competition and Markets Authority under section 45 of the Enterprise Act 20022or impede the taking of any action under Part 3 of that Act which may be justified by the Secretary of State’s decisions on the reference.
The Secretary of State, for the purpose of preventing pre-emptive action, in exercise of the powers conferred by sections 86(1) and (3), 87(1) and (3) and 124(2)(b) of, and paragraph 2(2) of Schedule 7 to, the Enterprise Act 20023, makes the following Order:
Citation and commencement
1. This Order may be cited as the Public Interest Merger Reference (Gardner Aerospace Holdings Ltd. and Impcross Ltd.) (Pre-emptive Action) Order 2019 and comes into force at 12.10 p.m. on 5th December 2019.
Interpretation
2.—(1) In this Order—
“the Act” means the Enterprise Act 2002;
“Gardners” means Gardner Aerospace Holdings Limited (a company incorporated in England and Wales, registered number 07978111), and any body corporate which is interconnected with Gardner Aerospace Holdings Limited (other than Impcross);
“the Gardners business” means any enterprises carried on by Gardners;
“Impcross” means Impcross Limited (a company incorporated in England and Wales, registered number 02909757);
“the Impcross business” means any enterprises carried on by Impcross;
“key staff”, in relation to a business, means—
(a) staff in positions of executive or managerial responsibility or whose performance affects the viability of the business; or
(b) staff whose work for the business involves creating, developing, understanding, using or applying any of the information referred to in article 8;
“the ordinary course of business” means matters connected to the day-to-day supply of goods or services by Impcross and does not include matters involving significant changes to the organisational structure of the Impcross business or related to the integration of the Impcross business and the Gardners business;
“working day” means any day which is not—
(a) a Saturday, a Sunday, Good Friday or Christmas Day, or
(b) a day which is a bank holiday in England and Wales.
(2) For the purposes of this Order, one person (A) is an “affiliate” of another person (B), if any enterprise that A carries on from time to time and any enterprise that B carries on from time to time would be regarded as being under common control for the purposes of section 26 of the Act (enterprises ceasing to be distinct enterprises).
Interim provisions
3. Gardners and any affiliate of Gardners must not—
(a) bring the Impcross business under its or, as the case may be, their ownership or control;
(b) complete any existing agreement or arrangement or enter into any new agreement or arrangement to secure ownership or secure or exercise control of the Impcross business;
(c) do anything alone or with any other person with a view to or for the purpose of acting together to secure ownership or secure or exercise control of the Impcross business.
4. Impcross must ensure that—
(a) the Impcross business is maintained as a viable going concern; and
(b) ownership or control of the Impcross business is not transferred to any other person.
5. Sections 26(2) to (4) and 127(1), (2) and (4) to (6) (associated persons) of the Act4apply for the purposes of articles 3 and 4(b) as they do for the purposes of section 26 of the Act.
6. Gardners and Impcross must ensure that no step is taken to integrate the Impcross business with the Gardners business.
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...
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