The Merger Reference (Blue Circle Industries plc and Myson Group plc) Order 1989

• Citation: S.I. 1989/1558
• Sections: 2

Section 1

(1) This Order may be cited as the Merger Reference (Blue Circle Industries plc and Myson Group plc) Order 1989 and shall come into force at 9.00 a.m on 31st August 1989.

(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 Blue Circle or with any subsidiary of Blue Circle;

(b) “interest in shares” shall include an entitlement, by a person not being the registered holder, to exercise any right conferred by the holding of the shares in question or an entitlement to control the exercise of any such right;

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

(d) “voting shares” means shares in respect of which the holders have the right, either at all times or for the time being, to vote at general meetings of the company in question on all, or sustantially all, matters.

Section 2

(1) It shall be unlawful for Blue Circle, any subsidiary of Blue Circle or any associate—

(a) directly or through any nominee or trustee to acquire any shares or interest in shares of Myson or any subsidiary of Myson in addition to those held immediately before this Order comes into force, or

(b) to exercise, directly or indirectly, at any general meeting of, or of any class of the members of, Myson or any of its subsidiaries, any voting rights conferred by the holding of shares or attaching to any interest in shares if the aggregate of the voting rights exercised by or on behalf of Blue Circle, its subsidiaries and any associate would amount to 15 per cent or more of the total of the voting rights exercisable on the resolution in question, or

(c) to enter into any agreement or arrangement with any other person with a view to or for the purpose of acting together to secure or exercise control of Myson or any of its subsidiaries or of any of the enterprises thereof;

and for the purposes of subparagraph (b) above, the total of the voting rights exercisable on the resolution in question does not include any voting rights which are not exercisable by reason of the application of that subparagraph.

(2) Subparagraph (a) of paragraph (1) of this article shall not apply to anything done in pursuance of an agreement to acquire shares or interests in shares made before 9.00 a.m. on 31st August 1989 and legally enforceable against Blue Circle, its subsidiaries or any associate.