The Public Interest Merger Reference (Perpetuus Advanced Materials plc) (Pre-emptive Action) Order 2021
| Jurisdiction | UK Non-devolved |
| Citation | SI 2021/993 |
| Year | 2021 |
2021 No. 993
Competition
The Public Interest Merger Reference (Perpetuus Advanced Materials plc) (Pre-emptive Action) Order 2021
Made 5th September 2021
Laid before Parliament 7th September 2021
Coming into force 5th September 2021
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 of Perpetuus Advanced Materials plc by Taurus International Ltd, its interconnected bodies corporate, Dr. Zhongfu Zhou, or other persons or bodies corporate associated with Dr. Zhongfu Zhou, 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 September 2021 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 action3, 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 20024, makes the following Order:
Citation, commencement and extent
1.—(1) This Order may be cited as the Public Interest Merger Reference (Perpetuus Advanced Materials plc) (Pre-emptive Action) Order 2021 and comes into force at 7.30 p.m. on 5th September 2021.
(2) This Order extends to England and Wales, Scotland and Northern Ireland.
Interpretation
2. In this Order—
“the Acquiring entities” means—
(a) any members of the Taurus Group;
(b) Dr. Zhongfu Zhou, Research Professor and Principal Investigator at the Department of Physics, Aberystwyth University, Aberystwyth, Wales;
(c) any person associated with Dr. Zhongfu Zhou;
(d) any bodies corporate controlled by Dr. Zhongfu Zhou or by any person associated with him; and
(e) any body corporate which is interconnected with a body corporate controlled by Dr. Zhongfu Zhou or by any person associated with him,
and for these purposes a person or group of persons able, directly or indirectly, to control or materially to influence the policy of a body corporate but without having a controlling interest in that body corporate, may be treated as having control of it;
“the Acquiring entities business” means any enterprises carried on by any of the Acquiring entities;
“the Act” means the Enterprise Act 2002;
“key staff” in relation to an enterprise means—
(a) staff in a position of executive or managerial responsibility or whose performance affects the viability of the enterprise; or
(b) staff whose work for the enterprise involves creating, developing, understanding, using or applying any of the information referred to in article 5;
“Perpetuus” means Perpetuus Advanced Materials plc, a company incorporated in England and Wales (registered number 08772185);
“the Perpetuus business” means any enterprises carried on by a member of the Perpetuus group;
“the Perpetuus group” means Perpetuus and any other body corporate interconnected with Perpetuus and references to “members of the Perpetuus group” are to be construed accordingly;
“the Taurus group” means Taurus International Ltd, a company incorporated in England and Wales (registered number 12962488) and any other body corporate interconnected with Taurus International Ltd and references to “members of the Taurus group” are to be construed accordingly;
“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—
(a)
(a) 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); or
(b)
(b) A and B are interconnected bodies corporate5.
Interim provisions
3.—(1) Perpetuus must ensure that ownership or control of the Perpetuus business is not transferred to any other person.
(2) Sections 26(2) to (4) and 127(1), (2) and (4) to (6) (associated persons) of the Act6apply for the purposes of paragraph (1) as they do for the purposes of section 26 of the Act.
(3) Perpetuus must ensure that no step is taken to integrate the Perpetuus business with any other enterprise.
(4) The Acquiring entities must ensure that no step is taken to integrate the Acquiring entities business with the Perpetuus business.
4. Without...
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