The Merger Reference (Thomas Cook Group Limited and Barclays Bank plc) Order 1994

Statutory Instruments

1994 No. 2877

MONOPOLIES AND MERGERS

The Merger Reference (Thomas Cook Group Limited and Barclays Bank plc) Order 1994

Made

9th November 1994

Laid before Parliament

10th November 1994

Coming into force

10th November 1994

Whereas:

(1)

the Secretary of State, in excercise of powers conferred on him by sections 64, 69(2) and 75 of the Fair Trading Act 1973(1) has today referred to the Monopolies and Mergers Commission for investigation and report the matter of enterprises of Thomas Cook Group Limited and enterprises of Barclays Bank plc ceasing to be distinct enterprises and the matter of arrangements which, if carried into effect, would so result; and

(2)

in the opinion of the Secretary of State the doing of the things mentioned in Article 2 of this Order constitutes action which might prejudice the reference or the taking of action under the said Act which may be warranted by the Commission’s report on the reference: Now, therefore, the Secretary of State, with a view to preventing the doing of the things mentioned in Article 2 of this Order and in exercise of the powers conferred on him by section 74 of the said Act hereby makes the following Order:

1.—(1) This Order may be cited as The Merger Reference (Thomas Cook Group Limited and Barclays Bank plc) Order 1994 and shall come into force on 10th November 1994.

(2) For the purposes of this Order—

(a) “associate” means a person associated (within the meaning of section 77(4) of the Fair Trading Act 1973) with Thomas Cook Group Limited any subsidiary thereof;

(b) “control” has the same meaning as in section 65 of the Fair Trading Act 1973;

(c) “subsidiary” has the same meaning as in section 736 of the Companies Act 1985.

2.  It shall be unlawful for Thomas Cook Group Limited, any subsidiary thereof or any associate—

(a) to bring under its or, as the case may be, their control any of the enterprises of Barclays Bank plc or any of its subsidiaries;

(b) to complete any existing agreement or arrangement or to enter any new agreement or arrangement to secure or exercise control of any of the enterprises of Barclays Bank plc or any of its subsidiaries;

(c) to do anything alone or with any other person with a view to or for the purpose of acting together to secure or exercise control of any of the enterprises of Barlcays Bank plc.

Michael Heseltine

Secretary of State,

Department of Trade and Industry

9th November 1994

Explanatory Note

(This Note is not part of the Order)

This Order prohibits Thomas Cook Group Limited from exercising control over any enterprise of Barclays Bank plc or from completing any agreement (or entering into a new agreement) with Barclays Bank plc whereby any of the enterprises of the two parties cease to be distinct. The merger of Thomas Cook Group Limited and enterprises owned by or under the control of Barclays Bank plc has been referred to the Monopolies and Mergers Commission.

The Order, unless previously revoked, will cease to have effect—

(a) 40 days after the Commission’s report is laid before Parliament, or

(b) on the failure of the Commission to report within the period allowed.

(1)

1973 c. 41.