Enterprise Act 2002

77Restrictions on certain dealings: completed mergers

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

(a)a reference has been made under section 22 but not finally determined; and

(b)no undertakings under section 71 or 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 Commission—

(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 Commission, 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 Commission under subsection (2) or (3)—

(a)may be general or special;

(b)may be revoked by the Commission; and

(c)shall be published in such manner as the Commission 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 Commission 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.