Competition Ordinance/Schedule 4

Layout 2

Provisions that may be Contained in Orders Made by Tribunal in Relation to Anticipated Mergers and Mergers

1. An order may provide for—

(a) the division of any business (whether by the sale of any part of its assets or otherwise); or

(b) the division of any undertaking or association of undertakings.

2. An order made under section 1 of this Schedule may contain any provisions that the Tribunal considers appropriate to effect or take account of the division including, in particular, provision as to—

(a) the transfer or creation of property, rights, liabilities or obligations;

(b) the number of persons to whom the property, rights, liabilities or obligations are to be transferred or in whom they are to be vested;

(c) the time within which the property, rights, liabilities or obligations are to be transferred or vested;

(d) the adjustment of contracts (whether by discharge or reduction of any liability or obligation or otherwise);

(e) the creation, allotment, surrender or cancellation of any shares, stock or securities;

(f) the formation or winding up of any company or other body of persons corporate or unincorporate;

(g) the amendment of the memorandum and articles or other instruments regulating any such company or other body of persons;

(h) the extent to which, and the circumstances in which, provisions of the order affecting a company or other body of persons corporate or unincorporate in its share capital, constitution or other matters may be altered by the company or other body of persons concerned;

(i) the registration of the order under any enactment by a company or other body of persons corporate or unincorporate which is affected by it as mentioned in paragraph (h);

(j) the continuation, with any necessary change of parties, of any legal proceedings;

(k) the approval by any person of anything required by virtue of the order to be done or of any person to whom anything is to be transferred, or in whom anything is to be vested, by virtue of the order; or

(l) the appointment of trustees or other persons to do anything on behalf of another person which is required of that person by virtue of the order or to monitor the doing by that person of any such thing.

3. An order may prohibit or restrict—

(a) the acquisition by any person of the whole or part of another person’s business; or

(b) the doing of anything that will or may result in a merger.

4. An order may provide that if—

(a) an acquisition of the kind mentioned in section 3(a) of this Schedule is made; or

(b) anything is done that results in a merger,

the persons concerned or any of them must observe any prohibitions or restrictions imposed by or under the order.