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United Kingdom Statutory Instruments |
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You are here: BAILII >> Databases >> United Kingdom Statutory Instruments >> The Merger Reference (Yale & Valor plc and Myson Group plc) Order 1989 No. 1559 URL: http://www.bailii.org/uk/legis/num_reg/1989/uksi_19891559_en.html |
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Statutory Instruments
MONOPOLIES AND MERGERS
Made
30th August 1989
Laid before Parliament
31st August 1989
Coming into force
31st August 1989
Whereas-�
(1) the Secretary of State, in the exercise of powers conferred on him by sections 69(2) and 75 of the Fair Trading Act 1973(1) has today referred to the Monopolies and Mergers Commission for investigation and report the matter of the arrangements which, if carried into effect, would result in the enterprises of Yale & Valor plc ("Yale") and Myson Group plc ("Myson") ceasing to be distinct enterprises; and
(2) in the opinion of the Secretary of State the doing of the things mentioned in article 2 of this Order would constitute action which might prejudice the reference or impede the taking of action under the said Act which may be warranted by the Commission's report on the reference:
Now, therefore, the Secretary of State, with a view to preventing the doing of the things mentioned in article 2 of this Order, and in exercise of powers conferred on him by sections 74(1)(a) and 75(4) of the said Act, hereby orders as follows:
1.-(1) This Order may be cited as the Merger Reference (Yale & Valor plc and Myson Group plc) Order 1989 and shall come into force at 9.00 am on 31st August 1989.
(2) For the purposes of this Order-�
(a)"associate" means a person associated (within the meaning of section 77(4) of the Fair Trading Act 1973) with Yale or with any subsidiary of Yale;
(b)"interest in shares" shall include an entitlement, by a person not being the registered holder, to exercise any right conferred by the holding of the shares in question or an entitlement to control the exercise of any such right;
(c)"subsidiary" has the same meaning as in section 736 of the Companies Act 1985(2); and
(d)"voting shares" means shares in respect of which the holders have the right, either at all times or for the time being, to vote at general meetings of the company in question on all, or substantially all, matters.
2.-(1) It shall be unlawful for Yale, any subsidiary of Yale or any associate-�
(a)directly or through any nominee or trustee to acquire any shares or interest in shares of Myson or any subsidiary of Myson in circumstances where Yale, its subsidiaries and any associate hold, or after the acquisition would hold, directly or indirectly, 15 per cent or more, or an interest in 15 per cent or more, of any class of voting shares of Myson or of any subsidiary of Myson, or
(b)to exercise, directly or indirectly, at any general meeting of, or of any class of the members of, Myson or any of its subsidiaries, any voting rights conferred by the holding of shares or attaching to any interest in shares if the aggregate of the voting rights exercised by or on behalf of Yale, its subsidiaries and any associate would amount to 15 per cent or more of the total of the voting rights exercisable on the resolution in question, or
(c)to enter into any agreement or arrangement with any other person with a view to or for the purpose of acting together to secure or exercise control of Myson or any of its subsidiaries or of any of the enterprises thereof;
and for the purposes of subparagraph (b) above, the total of the voting rights exercisable on the resolution in question does not include any voting rights which are not exercisable by reason of the application of that subparagraph.
(2) Subparagraph (a) of paragraph (1) of this Article shall not apply to anything done in pursuance of an agreement to acquire shares or interests in shares made before 9.00 am on 31st August 1989 and legally enforceable against Yale, its subsidiaries or any associate.
R. Mountfield
A Deputy Secretary of the
Department of Trade and Industry
30th August 1989
(This note is not part of the Order)
Yale & Valor plc, its subsidiaries and its associates are prohibited by this Order from acquiring any shares or interests in shares in Myson Group plc if together they would have 15% or more of any class of voting shares, from exercising 15% or more of voting rights and from making agreements with others to secure control of Myson.
The proposed merger of Yale and Myson has been referred to the Monopolies and Mergers Commission.
The Order, unless previously revoked, will cease to have effect-�
(a)40 days after the Commission's report is laid before Parliament; or
(b)on the failure of the Commission to report within the period allowed.
