The Restrictive Trade Practices (Sale and Purchase and Share Subscription Agreements) (Goods) Order 1989

Sale and Purchase Agreements

3.—(1) This article applies to an agreement made on or after the date on which this Order comes into force—

(a) the parties to which include a person (the “vendor”) who agrees to transfer shares in a company or the whole of his interest in a business to a purchaser;

(b) under which, in the case of an agreement for the transfer of shares in a company, more than 50 per cent in nominal value of the issued share capital of that company is transferred or agreed to be transferred to one purchaser or to more than one purchaser each of which is a member of the same group;

(c) under which no relevant restriction in respect of any of the matters described in section 6(1)(a) or (b) of the Act of 1976 is accepted by a person; and

(d) under which no relevant restriction in respect of any of the matters described in section 6(1)(c) to (f) of that Act is accepted by a person other than such a person as is described in paragraph (2) below.

(2) Persons by whom a relevant restriction may be accepted for the purpose of paragraph (1)(d) above are—

(a) any vendor;

(b) any member of the same group as any vendor; and

(c) any individual; other than a body corporate or unincorporate which is also a purchaser under the agreement in question, or a member of the same group as such a body.