Search Legislation

Enterprise Act 2002

Changes over time for: Cross Heading: Interim restrictions and powers

 Help about opening options

Changes to legislation:

There are currently no known outstanding effects for the Enterprise Act 2002, Cross Heading: Interim restrictions and powers. Help about Changes to Legislation

Close

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.

Interim restrictions and powersU.K.

77 Restrictions on certain dealings: completed mergersU.K.

(1)Subsections (2) and (3) apply where—

(a)a reference has been made under section 22 [F1or 68B] but not finally determined; and

(b)no undertakings under section F2... 80 are in force in relation to the relevant merger situation concerned and no orders under section 72 or 81 are in force in relation to that situation.

(2)No relevant person shall, without the consent of the [F3CMA]

(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 [F3CMA], assist in any of the activities mentioned in paragraphs (a) to (c) of subsection (2).

(4)The prohibitions in subsections (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 [F4CMA] under subsection (2) or (3)—

(a)may be general or special;

(b)may be revoked by the [F4CMA]; and

(c)shall be published in such manner as the [F4CMA] considers appropriate for the purpose of bringing it to the attention of any person entitled to the benefit of it.

(6)Paragraph (c) of subsection (5) shall not apply if the [F4CMA] considers that publication is not necessary for the purpose mentioned in that paragraph.

(7)Subsections (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)In this section “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

78 Restrictions on certain share dealings: anticipated mergersU.K.

(1)Subsection (2) applies where—

(a)a reference has been made under section 33 [F5or 68C]; and

(b)no undertakings under section 80 are in force in relation to the relevant merger situation concerned and no orders under [F6section 72 or 81] are in force in relation to that situation.

(2)No relevant person shall, without the consent of the [F7CMA], 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 [F7CMA] under subsection (2)—

(a)may be general or special;

(b)may be revoked by the [F7CMA]; and

(c)shall be published in such manner as the [F7CMA] considers appropriate for bringing it to the attention of any person entitled to the benefit of it.

(4)Paragraph (c) of subsection (3) shall not apply if the [F7CMA] considers that publication is not necessary for the purpose mentioned in that paragraph.

(5)Subsection (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 section and section 79—

  • company” includes any body corporate;

  • relevant period” means the period beginning with the making of the reference concerned and ending when the reference is finally determined;

  • 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; and

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

Textual Amendments

F7Word in s.78(2)-(4) substituted (1.4.2014) by Enterprise and Regulatory Reform Act 2013 (c. 24), s. 103(3), Sch. 5 para. 118 (with s. 28); S.I. 2014/416, art. 2(1)(d) (with Sch.)

79 Sections 77 and 78: further interpretation provisionsU.K.

(1)For the purposes of this Part a reference under section 22 [F8, 33, 68B or 68C] is finally determined if—

(a)the reference is cancelled under section 37(1);

(b)the time within which the [F9CMA] is to prepare and publish a report under section 38 in relation to the reference has expired and no such report has been prepared and published;

(c)the report of the [F9CMA] under section 38 contains the decision that there is not an anti-competitive outcome;

(d)the report of the [F9CMA] under section 38 contains the decision that there is an anti-competitive outcome and the [F9CMA] has decided under section 41(2) neither to accept an undertaking under section 82 nor to make an order under section 84; or

(e)the report of the [F9CMA] under section 38 contains the decision that there is an anti-competitive outcome and the [F9CMA] has decided under section 41(2) to accept an undertaking under section 82 or to make an order under section 84.

(2)For the purposes of this Part the time when a reference under section 22 [F10, 33, 68B or 68C] is finally determined is—

(a)in a case falling within subsection (1)(a), the making of the decision concerned;

(b)in a case falling within subsection (1)(b), the expiry of the time concerned;

(c)in a case falling within subsection (1)(c), the publication of the report;

(d)in a case falling within subsection (1)(d), the making of the decision under section 41(2); and

(e)in a case falling within subsection (1)(e), the acceptance of the undertaking concerned or (as the case may be) the making of the order concerned.

(3)For the purposes of section 78 and subject to subsection (4) below, the circumstances in which a person acquires an interest in shares include those where—

(a)he enters into a contract to acquire the shares (whether or not for cash);

(b)he is not the registered holder but acquires the right to exercise, or to control the exercise of, any right conferred by the holding of the shares; or

(c)he—

(i)acquires a right to call for delivery of the shares to himself or to his order or to acquire an interest in the shares; or

(ii)assumes an obligation to acquire such an interest.

(4)The circumstances in which a person acquires an interest in shares for the purposes of section 78 do not include those where he acquires an interest in pursuance of an obligation assumed before the publication by the [F11CMA] of the reference concerned.

(5)The circumstances in which a person acquires a right mentioned in subsection (3)—

(a)include those where he acquires a right, or assumes an obligation, whose exercise or fulfilment would give him that right; but

(b)do not include those where he is appointed as proxy to vote at a specified meeting of a company or of any class of its members or at any adjournment of the meeting or he is appointed by a corporation to act as its representative at any meeting of the company or of any class of its members.

(6)References to rights and obligations in subsections (3) to (5) include conditional rights and conditional obligations.

(7)References in sections 77 and 78 to a person carrying on or having control of any enterprise includes a group of persons carrying on or having control of an enterprise and any member of such a group.

(8)Sections 26(2) to (4) and 127(1), (2) and (4) to (6) shall apply for the purposes of sections 77 and 78 to determine whether any person or group of persons has control of any enterprise and whether persons are associated as they apply for the purposes of section 26 to determine whether enterprises are brought under common control.

(9)[F12Section 1159 of, and Schedule 6 to, the Companies Act 2006] shall apply for the purposes of sections 77 and 78 to determine whether a company is a subsidiary of an individual or of a group of persons as they apply to determine whether it is a subsidiary of a company; and references to a subsidiary in [F13paragraph 8 of Schedule 6] as so applied shall be construed accordingly.

80 Interim undertakingsU.K.

(1)[F14Subsections (2) and (2A)] apply where a reference under section 22 [F15, 33, 68B or 68C] has been made but is not finally determined.

(2)The [F16CMA] may, for the purpose of preventing pre-emptive action, accept from such of the parties concerned as it considers appropriate undertakings to take such action as it considers appropriate.

[F17(2A)Where the CMA has reasonable grounds for suspecting that pre-emptive action has or may have been taken, it may, for the purpose of restoring the position to what it would have been had the action not been taken or otherwise for the purpose of mitigating its effects, accept from such of the parties concerned as it considers appropriate undertakings to take such action as it considers appropriate.]

[F18(2B)A person may, with the consent of the CMA, take action or action of a particular description where the action would otherwise constitute a contravention of an undertaking under this section.]

F19(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F19(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)[F20An undertaking] under this section—

(a)shall come into force when accepted;

(b)may be varied or superseded by another undertaking; and

(c)may be released by the [F21CMA].

F22(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)An undertaking which is in force under this section in relation to a reference under section 22 [F23, 33, 68B or 68C] shall cease to be in force if an order under section 81 comes into force in relation to that reference.

(8)An undertaking under this section shall, if it has not previously ceased to be in force, cease to be in force when the reference under section 22 [F24, 33, 68B or 68C] is finally determined.

(9)The [F25CMA] shall, as soon as reasonably practicable, consider any representations received by it in relation to varying or releasing an undertaking under this section.

(10)In this section and section 81 “pre-emptive action” means action which might prejudice the reference concerned or impede the taking of any action under this Part which may be justified by the [F26CMA's] decisions on the reference.

Textual Amendments

F15Words in s. 80(1) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 18

F23Words in s. 80(7) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 18

F24Words in s. 80(8) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 18

81 Interim ordersU.K.

(1)[F27Subsections (2) and (2A)] apply where a reference has been made under section 22 [F28, 33, 68B or 68C] but is not finally determined.

(2)The [F29CMA] may by order, for the purpose of preventing pre-emptive action—

(a)prohibit or restrict the doing of things which the [F29CMA] considers would constitute pre-emptive action;

(b)impose on any person concerned obligations as to the carrying on of any activities or the safeguarding of any assets;

(c)provide for the carrying on of any activities or the safeguarding of any assets either by the appointment of a person to conduct or supervise the conduct of any activities (on such terms and with such powers as may be specified or described in the order) or in any other manner;

(d)do anything which may be done by virtue of paragraph 19 of Schedule 8.

[F30(2A)Where the CMA has reasonable grounds for suspecting that pre-emptive action has or may have been taken, it may by order, for the purpose of restoring the position to what it would have been had the action not been taken or otherwise for the purpose of mitigating its effects—

(a)do anything mentioned in subsection (2)(b) to (d);

(b)impose such other obligations, prohibitions or restrictions as it considers appropriate for that purpose.]

[F31(2B)A person may, with the consent of the CMA, take action or action of a particular description where the action would otherwise constitute a contravention of an order under this section.]

F32(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F32(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)[F33An order] under this section—

(a)shall come into force at such time as is determined by or under the order; and

(b)may be varied or revoked by another order.

F34(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)An order which is in force under this section in relation to a reference under section 22 [F35, 33, 68B or 68C] shall cease to be in force if an undertaking under section 80 comes into force in relation to that reference.

(8)An order under this section shall, if it has not previously ceased to be in force, cease to be in force when the reference under section 22 [F36, 33, 68B or 68C] is finally determined.

(9)The [F37CMA] shall, as soon as reasonably practicable, consider any representations received by it in relation to varying or revoking an order under this section.

Textual Amendments

F28Words in s. 81(1) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 19

F35Words in s. 81(7) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 19

F36Words in s. 81(8) substituted (26.10.2023) by Energy Act 2023 (c. 52), s. 334(2)(j), Sch. 16 para. 19

Back to top

Options/Help

Print Options

You have chosen to open The Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act as a PDF

The Whole Act you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act without Schedules as a PDF

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open the Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open Schedules only

The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

See additional information alongside the content

Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.

Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Notes

Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Timeline of Changes

This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.

Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources