Reference of the J. Sainsbury plc
/ Springwater to the Competition Commission
Terms of Reference
Whereas it appears to the Secretary of
State that it is or may be the fact that arrangements are
in progress or in contemplation which, if carried into effect,
will result in the creation of a merger situation qualifying
for investigation, as defined in section 64(8) of the Fair
Trading Act 1973 (“the Act”), in that:
(a) enterprises carried on by or under the control of J
Sainsbury plc (one at least of which is carried on in the
United Kingdom) will cease to be distinct from enterprises
to be carried on by or under the control of the “Springwater
bidder” (a consortium formed by John Lovering and
Bob Mackenzie); and
(b) the value of the assets to be taken over exceeds £70
million.
Whereas the old law as defined in paragraph 13(10) of Schedule
24 to the Enterprise Act 2002 applies to this case by virtue
of paragraph 13(2)(a) of the Schedule as notification to the
Office of Fair Trading under section 75A of the Act occurred
on 12 June 2003 which was before the appointed day within
the meaning of paragraph 19(1) of the Schedule and was not
rejected under section 75B(7) of the Act or withdrawn.
Now, therefore, the Secretary of State, in exercise of her
powers under sections 64, 69 and 75 of the Act, hereby refers
to the Competition Commission (“the Commission”),
for investigation and report within a period ending on 18
November 2003, the following questions:
(i) whether arrangements are in progress or in contemplation
as described in paragraph (a) above which, if carried into
effect, will result in the creation of a merger situation
qualifying for investigation;
(ii) if events so require, whether the actual results of
those arrangements are the creation of such a situation;
and
(iii) if so, in either case, whether the creation of that
situation may be expected to operate or (if events so require)
operates against the public interest.
In relation to the question in paragraph (i) above the Commission
shall exclude from consideration one of paragraphs (a) and
(b) of section 64(1) of the Act if they find the other satisfied.
30 July 2003
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