Legalize / United Kingdom / Public General Act

Enterprise Act 2002

Type Public General Act

Publication 2002-11-07

Last updated 2026-04-06

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

(3) An order under subsection (2) may modify any Act or subordinate legislation.

(4) Schedule 24 does not restrict the power under subsection (2) to make other transitional or transitory provisions and savings.

Power to make consequential amendments etc.

277

(1) The Secretary of State may by order make such supplementary, incidental or consequential provision as he thinks appropriate—

(a) for the general purposes, or any particular purpose, of this Act; or

(b) in consequence of any provision made by or under this Act or for giving full effect to it.

(2) An order under this section may—

(a) modify any Act or subordinate legislation (including this Act);

(b) make incidental, supplementary, consequential, transitional, transitory or saving provision.

(3) The power to make an order under this section is exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

(4) The power conferred by this section is not restricted by any other provision of this Act.

Minor and consequential amendments and repeals

278

(1) Schedule 25 (which contains minor and consequential amendments) has effect.

(2) Schedule 26 (which contains repeals and revocations) has effect.

Commencement

279

The preceding provisions of this Act shall come into force on such day as the Secretary of State may by order made by statutory instrument appoint; and different days may be appointed for different purposes.

Extent

280

(1) Sections 256 to 265, 267, 269 and 272 extend only to England and Wales.

(2) Sections 204, 248 to 255 and 270 extend only to England and Wales and Scotland (but subsection (3) of section 415A as inserted by section 270 extends only to England and Wales).

(3) Any other modifications by this Act of an enactment have the same extent as the enactment being modified.

(4) Otherwise, this Act extends to England and Wales, Scotland and Northern Ireland.

Short title

281

This Act may be cited as the Enterprise Act 2002.

SCHEDULE 1

Membership

1

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Terms of appointment, remuneration, pensions etc.

2

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3

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4

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Staff

5

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6

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Membership of committees or sub-committees of OFT

7

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Proceedings etc.

8

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9

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10

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11

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Performance of functions

12

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Supplementary powers

13

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Parliamentary Commissioner Act 1967 (c. 13)

14

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House of Commons Disqualification Act 1975 (c. 24)

15

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Northern Ireland Assembly Disqualification Act 1975 (c. 25)

16

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SCHEDULE 2

Appointment, etc. of President and chairmen

1

(1) A person is not eligible for appointment as President unless—

(a) he satisfies the judicial-appointment eligibility condition on a 7-year basis;

(b) he is an advocate or solicitor in Scotland of at least 7 years’ standing; or

(c) he is a member of the Bar of Northern Ireland or solicitor of the Court of Judicature of Northern Ireland of at least 7 years’ standing;

and he appears to the Lord Chancellor to have appropriate experience and knowledge of competition law and practice.

(2) A person is not eligible for appointment as a chairman unless—

(a) he satisfies the judicial-appointment eligibility condition on a 5-year basis;

(b) he is an advocate or solicitor in Scotland of at least 5 years’ standing; or

(c) he is a member of the Bar of Northern Ireland or solicitor of the Court of Judicature of Northern Ireland of at least 5 years’ standing;

and he appears to the Lord Chancellor to have appropriate experience and knowledge (either of competition law and practice or any other relevant law and practice).

(3) Before appointing an advocate or solicitor in Scotland under this paragraph, the Lord Chancellor must consult the Lord President of the Court of Session.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

(1) The members appointed as President or as chairmen shall hold and vacate office in accordance with their terms of appointment, subject to the following provisions.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) The President and the chairmen may resign their offices by notice in writing to the Lord Chancellor.

(4) The Lord Chancellor may remove a person from office as President or chairman on the ground of incapacity or misbehaviour.

(5) The Lord Chancellor may remove a person from office as President under sub-paragraph (4) only with the concurrence of all of the following—

(a) the Lord Chief Justice of England and Wales;

(b) the Lord President of the Court of Session;

(6) The Lord Chancellor may remove a person from office as chairman under sub-paragraph (4) only with the concurrence of the appropriate senior judge.

(7) The appropriate senior judge is the Lord Chief Justice of England and Wales, unless—

(a) the person to be removed exercises functions wholly or mainly in Scotland, in which case it is the Lord President of the Court of Session, or

(b) the person to be removed exercises functions wholly or mainly in Northern Ireland, in which case it is the Lord Chief Justice of Northern Ireland.

3

If the President is absent or otherwise unable to act the Lord Chancellor may appoint as acting President any person qualified for appointment as a chairman.

Appointment, etc. of ordinary members

4

(1) Ordinary members shall hold and vacate office in accordance with their terms of appointment, subject to the following provisions.

(2) A person may not be an ordinary member for more than 8 years (but this does not prevent a temporary re-appointment for the purpose of continuing to act as a member of the Tribunal as constituted for the purposes of any proceedings instituted before the end of his term of office).

(3) An ordinary member may resign his office by notice in writing to the Secretary of State.

(4) The Secretary of State may remove a person from office as an ordinary member on the ground of incapacity or misbehaviour.

Remuneration etc. for members

5

(1) The Competition Service shall pay to the President, the chairmen and the ordinary members such remuneration (whether by way of salaries or fees), and such allowances, as the Secretary of State may determine.

(2) The Competition Service shall, if required to do so by the Secretary of State—

(a) pay such pension, allowances or gratuities as may be determined by the Secretary of State to or in respect of a person who holds or has held office as President, a chairman or an ordinary member; or

(b) make such payments as may be so determined towards provision for the payment of a pension, allowance or gratuities to or in respect of such a person.

Compensation for loss of office

6

If, where any person ceases to hold office as President, a chairman or ordinary member, the Secretary of State determines that there are special circumstances which make it right that he should receive compensation, the Competition Service shall pay to him such amount by way of compensation as the Secretary of State may determine.

Staff, accommodation and property

7

Any staff, office accommodation or equipment required for the Tribunal shall be provided by the Competition Service.

Miscellaneous

8

The President must arrange such training for members of the Tribunal as he considers appropriate.

9

In this Schedule “chairman” and “ordinary member” mean respectively a member of the panel of chairmen, or a member of the panel of ordinary members, appointed under section 12.

10

In Part 2 of Schedule 1 to the House of Commons Disqualification Act 1975 (bodies of which all members are disqualified), there is inserted at the appropriate place—

The Competition Appeal Tribunal.

11

In Part 2 of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975 (bodies of which all members are disqualified), there is inserted at the appropriate place—

The Competition Appeal Tribunal.

SCHEDULE 3

Part 1 — Constitution etc.

Cartel offence: penalty and prosecution

1

(1) The Service shall consist of—

(a) the President of the Competition Appeal Tribunal;

(b) the Registrar of the Competition Appeal Tribunal; and

(2) An appointed member shall be appointed by the Secretary of State after consulting the President.

Chairman of Service

2

(1) Subject to sub-paragraph (2), the members shall choose one of their number to be chairman of the Service.

(2) The Secretary of State shall designate one of the members to be the first chairman of the Service for such period as the Secretary of State may determine.

Appointed members

3

An appointed member shall hold and vacate office in accordance with the terms of his appointment (and is eligible for re-appointment).

Allowances, etc. for members

4

(1) The Service shall pay—

(a) such travelling and other allowances to its members, and

(b) such remuneration to any appointed member,

as may be determined by the Secretary of State.

(2) The Service shall, if required to do so by the Secretary of State—

(a) pay such pension, allowances or gratuities as may be determined by the Secretary of State to or in respect of a person who holds or has held office as an appointed member; or

(b) make such payments as may be so determined towards provision for the payment of a pension, allowances or gratuities to or in respect of such a person.

5

If, where any person ceases to hold office as an appointed member, the Secretary of State determines that there are special circumstances which make it right that he should receive compensation, the Service shall pay to him such amount by way of compensation as the Secretary of State may determine.

Investigation of offences under section 188

6

(1) The Service may, with the approval of the Secretary of State as to numbers and terms and conditions of service, appoint such staff as it may determine.

(2) The persons to whom section 1 of the Superannuation Act 1972 (c. 11) (persons to or in respect of whom benefits may be provided by schemes under that section) applies shall include the staff of the Service.

(3) The Service shall pay to the Minister for the Civil Service, at such times as he may direct, such sums as he may determine in respect of any increase attributable to sub-paragraph (2) in the sums payable out of money provided by Parliament under the Superannuation Act 1972.

Procedure

7

(1) The Service may regulate its own procedure (including quorum).

(2) The validity of anything done by the Service is not affected by a vacancy among its members or by a defect in the appointment of a member.

8

(1) The application of the seal of the Service shall be authenticated by the signature of—

(a) any member; or

(b) some other person who has been authorised for that purpose by the Service, whether generally or specially.

(2) Sub-paragraph (1) does not apply in relation to any document which is, or is to be, signed in accordance with the law of Scotland.

9

A document purporting to be duly executed under the seal of the Service, or signed on its behalf, shall be received in evidence and, unless the contrary is proved, be taken to be so executed or signed.

The Service’s powers

10

The Service has power to do anything which is calculated to facilitate, or is conducive or incidental to, the performance of its functions.

Accounts

11

(1) The Service shall keep proper accounts and proper records in relation to its accounts.

(2) In performing that duty the Service shall, in addition to accounts and records relating to its own activities (including the services provided to the Tribunal), keep separate accounts and separate records in relation to the activities of the Tribunal.

12

(1) The Service shall—

(a) prepare a statement of accounts in respect of each of its financial years; and

(b) prepare a statement of accounts for the Tribunal for each of its financial years.

(2) The Service must send copies of the accounts required by sub-paragraph (1) to the Secretary of State and to the Comptroller and Auditor General before the end of August following the financial year to which they relate.

(3) Those accounts must comply with any directions given by the Secretary of State with the approval of the Treasury as to—

(a) the information to be contained in them;

(b) the manner in which that information is to be presented; and

(4) The Comptroller and Auditor General shall—

(a) examine, certify and report on each statement of accounts received by him; and

(b) lay copies of each statement before Parliament.

(5) In this paragraph “financial year” means the period of 12 months ending with 31st March.

Part 2 — Transfers of property etc. between the Commission and the Service

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14

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16

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Part 3 — Miscellaneous

17

In Part 2 of Schedule 1 to the House of Commons Disqualification Act 1975 (bodies of which all members are disqualified), there is inserted at the appropriate place—

The Competition Service.

18

In Part 2 of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975 (bodies of which all members are disqualified), there is inserted at the appropriate place—

The Competition Service.

SCHEDULE 4

Part 1 — General

Decisions of the Tribunal

1

(1) A decision of the Tribunal in any proceedings before it must—

(a) state the reasons for the decision;

(aa) state whether the decision was unanimous or taken by a majority or, where proceedings are heard by a chairman only, state that fact;

(b) be recorded in a document signed and dated by the chairman of the Tribunal dealing with the proceedings.

(2) In preparing that document the Tribunal shall have regard to the need for excluding, so far as practicable—

(a) information the disclosure of which would in its opinion be contrary to the public interest;

(b) commercial information the disclosure of which would or might, in its opinion, significantly harm the legitimate business interests of the undertaking to which it relates;

(c) information relating to the private affairs of an individual the disclosure of which would, or might, in its opinion, significantly harm his interests.

(3) But the Tribunal shall also have regard to the extent to which any disclosure mentioned in sub-paragraph (2) is necessary for the purpose of explaining the reasons for the decision.

(4) The President shall make such arrangements for the publication of the decisions of the Tribunal as he considers appropriate.

Enforcement of decisions in Great Britain

2

If a decision of the Tribunal is registered in England and Wales in accordance with rules of court or any practice direction—

(a) payment of damages which are awarded by the decision;

(b) costs or expenses awarded by the decision; and

may be enforced by the High Court as if the damages, costs or expenses were an amount due in pursuance of a judgment or order of the High Court, or as if the direction were an order of the High Court.

3

If a decision of the Tribunal awards damages, costs or expenses, or results in any direction being given, the decision may be recorded for execution in the Books of Council and Session and shall be enforceable accordingly.

4

Subject to rules of court or any practice direction, a decision of the Tribunal may be registered or recorded for execution—

(a) for the purpose of enforcing a direction given as a result of the decision, by the Registrar of the Tribunal or a person who was a party to the proceedings;

(b) for the purpose of enforcing a decision to award damages, costs or expenses (other than a decision to which paragraph (c) applies), by the person to whom the sum concerned was awarded; and

(c) for the purpose of enforcing a decision to award damages which is the subject of an order under section 47C(3) or (4) of the 1998 Act, by the representative in the proceedings under section 47B of that Act.

Enforcement of decisions in Northern Ireland

5

(1) A decision of the Tribunal may be enforced in Northern Ireland with the leave of the High Court in Northern Ireland—

(a) in the case of a direction given as a result of the decision, by the Registrar of the Tribunal or a person who was a party to the proceedings;

(b) for the purpose of enforcing a decision to award damages, costs or expenses (other than a decision to which paragraph (c) applies), by the person to whom the sum concerned was awarded; and

(c) for the purpose of enforcing a decision to award damages which is the subject of an order under section 47C(3) or (4) of the 1998 Act, by the representative in the proceedings under section 47B of that Act.

(2) For the purpose of enforcing in Northern Ireland a decision to award damages, costs or expenses—

(a) payment may be enforced as if the damages, costs or expenses were an amount due in pursuance of a judgment or order of the High Court in Northern Ireland; and

(b) a sum equal to the amount of damages, costs or expenses shall be deemed to be payable under a money judgment within the meaning of Article 2(2) of the Judgments Enforcement (Northern Ireland) Order 1981 (S.I. 1981/226 (N.I. 6)) (and the provisions of that Order apply accordingly).

(3) For the purpose of enforcing in Northern Ireland a direction given as a result of a decision of the Tribunal, the direction may be enforced as if it were an order of the High Court in Northern Ireland.

Miscellaneous

6

A decision of the Tribunal in proceedings under section 47B of the 1998 Act which—

(a) awards damages to a person in respect of a claim made or continued on behalf of that person (but is not the subject of an order under section 47C(3) or (4) of that Act); or

(b) awards costs or expenses to a person in respect of proceedings in respect of a claim made under section 47A of that Act prior to its being continued on behalf of that person in the proceedings under section 47B,

may only be enforced by the person concerned with the permission of the High Court or Court of Session.

7

An award of costs or expenses against a representative in proceedings under section 47B of the 1998 Act may not be enforced against any person on whose behalf a claim was made or continued in those proceedings.

8

In this Part of this Schedule any reference to damages includes a reference to any sum of money (other than costs or expenses) which may be awarded in respect of a claim made under section 47A of the 1998 Act or included in proceedings under section 47B of that Act.

Part 2 — Tribunal rules

General

9

(1) In this Schedule “the Tribunal”, in relation to any proceedings before it, means the Tribunal as constituted (in accordance with section 14) for the purposes of those proceedings.

(2) In this Schedule, where a paragraph is capable of applying to proceedings relating to the approval of a collective settlement under section 49A or 49B of the 1998 Act, any reference in that paragraph to “proceedings” includes a reference to those proceedings.

10

Tribunal rules may make different provision for different kinds of proceedings.

Institution of proceedings

11

(1) Tribunal rules may make provision as to the period within which and the manner in which proceedings are to be brought.

(2) That provision may, in particular—

(a) make further provision as to procedural aspects of the operation of the limitation or prescriptive periods in relation to claims which may be made in proceedings under section 47A of the 1998 Act, as set out in paragraph 23 of Schedule 8A to that Act;

(b) provide for the Tribunal to extend the period in which any particular proceedings may be brought; and

(c) provide for the form, contents, amendment and acknowledgement of the documents by which proceedings are to be instituted.

12

Tribunal rules may provide for the Tribunal to reject any proceedings (other than proceedings under section 47A or 47B of the 1998 Act) if it considers that—

(a) the person instituting them does not have a sufficient interest in the decision with respect to which the proceedings are brought; or

(b) the document by which he institutes them discloses no valid grounds for bringing them.

13

(1) Tribunal rules may provide for the Tribunal—

(a) to reject a claim made under section 47A of the 1998 Act or a section 47B claim if it considers that there are no reasonable grounds for making it;

(b) to reject a section 47B claim if—

(i) the Tribunal declines to make a collective proceedings order in respect of the proceedings under section 47B of the 1998 Act,

(ii) the Tribunal makes a collective proceedings order in respect of the proceedings, but the order does not provide that the claim in question is eligible for inclusion in the proceedings,

(iii) the Tribunal revokes the collective proceedings order in respect of the proceedings, or

(iv) the Tribunal varies the collective proceedings order in such a way that the claim in question is no longer included in the proceedings;

(c) to reject a section 47B claim if the claim had been previously made in proceedings under section 47A of the 1998 Act by a person who has not consented to its being continued in proceedings under section 47B of that Act.

(2) In this paragraph, “a section 47B claim” means a claim made in proceedings under section 47B of the 1998 Act at the commencement of those proceedings.

14

Tribunal rules may provide for the Tribunal to reject any proceedings if it is satisfied that the person instituting the proceedings has habitually and persistently and without any reasonable ground—

(a) instituted vexatious proceedings (whether against the same person or against different persons); or

(b) made vexatious applications in any proceedings.

15

Tribunal rules must ensure that no proceedings are rejected without giving the parties the opportunity to be heard.

Pre-hearing reviews and preliminary matters

16

(1) Tribunal rules may make provision for the carrying out by the Tribunal of a preliminary consideration of proceedings (a “pre-hearing review”).

(2) That provision may include—

(a) provision enabling such powers to be exercised on a pre-hearing review as may be specified in the rules;

(b) provision for security and supplemental provision relating to security.

(3) For the purposes of sub-paragraph (2)(b)—

(a) “provision for security” means provision authorising the Tribunal, in specified circumstances, to order a party to the proceedings, if he wishes to continue to participate in them, to pay a deposit not exceeding such sum as may be specified or calculated in a specified manner; and

(b) “supplemental provision”, in relation to security, means provision as to—

(i) the manner in which the amount of a deposit is to be determined;

(ii) the consequences of non-payment of a deposit;

(iii) the circumstances in which the deposit, or any part of it, may be refunded to the person who paid it or paid to another party to the proceedings.

Conduct of the hearing

17

(1) Tribunal rules may make provision—

(a) as to the manner in which proceedings are to be conducted, including provision for any hearing to be held in private if the Tribunal considers it appropriate because it is considering information of a kind mentioned in paragraph 1(2);

(b) as to the persons entitled to appear on behalf of the parties;

(c) for requiring persons to attend to give evidence and produce documents, and for authorising the administration of oaths to witnesses;

(d) as to the evidence which may be required or admitted and the extent to which it should be oral or written;

(e) allowing the Tribunal to fix time limits with respect to any aspect of proceedings and to extend any time limit (before or after its expiry);

(f) enabling the Tribunal, on the application of any party or on its own initiative, to order—

(i) the disclosure between, or the production by, the parties of documents or classes of documents; or

(ii) such recovery or inspection of documents as might be ordered by a sheriff;

(g) for the appointment of experts for the purposes of proceedings;

(h) for the award of costs or expenses, including allowances payable to persons in connection with attendance before the Tribunal;

(ha) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) for taxing or otherwise settling any costs or expenses awarded by the Tribunal or for the enforcement of any order awarding costs or expenses.

(2) Rules under sub-paragraph (1)(h) may provide, in relation to a claim made under section 47A of the 1998 Act which is continued on behalf of a person in proceedings under section 47B of that Act, for costs or expenses to be awarded to or against that person in respect of proceedings on that claim which took place before it was included in the proceedings under section 47B of that Act.

(2A) Rules under sub-paragraph (1)(h) may provide for costs or expenses to be awarded to or against a person on whose behalf a claim is made or continued in proceedings under section 47B of the 1998 Act in respect of an application in the proceedings made by that person (where that application is not made by the representative in the proceedings on that person's behalf).

(3) Otherwise Tribunal rules may not provide for costs or expenses to be awarded to or against a person on whose behalf a claim is made or continued in proceedings under section 47B of the 1998 Act.

(4) Tribunal rules may make provision enabling the Tribunal to refer any matter arising in any proceedings (other than proceedings under section 47A or 47B of the 1998 Act) back to the authority that made the decision to which the proceedings relate, if it appears that the matter has not been adequately investigated.

(5) A person who without reasonable excuse fails to comply with—

(a) any requirement imposed by virtue of sub-paragraph (1)(c); or

(b) any requirement with respect to the disclosure, production, recovery or inspection of documents which is imposed by virtue of sub-paragraph (1)(f),

is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Quorum

18

(1) Tribunal rules may make provision as to the consequences of a member of the Tribunal being unable to continue after part of any proceedings have been heard.

(2) The rules may allow the Tribunal to consist of the remaining members for the rest of the proceedings.

(3) The rules may enable the President, if it is the chairman of the Tribunal who is unable to continue—

(a) to appoint either of the remaining members to chair the Tribunal; and

(b) if that person is not a judge within any of paragraphs (aa) to (ac) of section 12(2) or a member of the panel of chairmen, to appoint himself or some other suitably qualified person to attend the proceedings and advise the remaining members on any questions of law arising.

(4) For the purpose of sub-paragraph (3) a person is “suitably qualified” if he is, or is qualified for appointment as, a member of the panel of chairmen.

Interest

19

(1) Tribunal rules may make provision allowing the Tribunal to order that interest is payable on any sum awarded by the Tribunal or on any fees ordered to be paid under paragraph 20.

(2) That provision may include provision—

(a) as to the circumstances in which such an order may be made;

(b) as to the manner in which, and the periods in respect of which, interest is to be calculated and paid.

Fees

20

(1) Tribunal rules may provide—

(a) for fees to be chargeable in respect of specified costs of proceedings; and

(b) for the amount of such costs to be determined by the Tribunal.

(2) Any sums received in respect of such fees shall be paid into the Consolidated Fund.

Withdrawal of proceedings

21

(1) Tribunal rules may make provision—

(a) preventing a party who has instituted proceedings from withdrawing them without the permission of the Tribunal or, in specified circumstances, the President or the Registrar;

(b) for the Tribunal to grant permission to withdraw proceedings on such conditions as it considers appropriate;

(c) enabling the Tribunal to publish any decision which it would have made in any proceedings, had the proceedings not been withdrawn;

(d) as to the effect of withdrawal of proceedings; and

(e) as to the procedure to be followed if parties to proceedings agree to settle.

(2) Tribunal rules may make, in relation to a claim included in proceedings under section 47B of the 1998 Act, any provision which may be made under sub-paragraph (1) in relation to the whole proceedings.

Interim orders

22

(1) Tribunal rules may provide for the Tribunal to make an order, on an interim basis—

(a) suspending the effect of any decision which is the subject matter of proceedings before it;

(b) in the case of an appeal under section 46 or 47 of the 1998 Act, varying the conditions or obligations attached to an exemption;

(2) Tribunal rules may also make provision giving the Tribunal powers similar to those given to the CMA by section 35 of the 1998 Act.

Miscellaneous

23

(1) Tribunal rules may make provision enabling the Tribunal to decide where to sit for the purposes of, or of any part of, any proceedings before it.

(2) Tribunal rules may make provision enabling the Tribunal to decide that any proceedings before it are to be treated, for purposes connected with—

(a) any appeal from a decision of the Tribunal made in those proceedings; and

(b) any other matter connected with those proceedings,

as proceedings in England and Wales, Scotland or Northern Ireland (regardless of the decision made for the purposes of sub-paragraph (1)).

(3) For the purposes of sub-paragraph (2), Tribunal rules may provide for each claim made or continued on behalf of a person in proceedings under section 47B of the 1998 Act to be treated as separate proceedings.

24

Tribunal rules may make provision—

(a) for a person who is not a party to be joined in any proceedings;

(b) for hearing a person who is not a party where, in any proceedings, it is proposed to make an order or give a direction in relation to that person;

(c) for proceedings to be consolidated on such terms as the Tribunal thinks appropriate in such circumstances as may be specified.

25

Tribunal rules may make provision for the Tribunal to transfer all or any part of a claim made in proceedings under section 47A of the 1998 Act to—

(a) the High Court or the county court in England and Wales or the High Court or a county court in Northern Ireland; or

(b) the Court of Session or a sheriff court in Scotland.

26

Tribunal rules may make provision in connection with the transfer of any proceedings from a court mentioned in paragraph 25 to the Tribunal under section 16.

SCHEDULE 5

1

Part 1 of the 1998 Act is amended as follows.

2

In section 46 (appealable decisions)—

(a) in subsections (1) and (2), for “the Competition Commission” there is substituted “ the Tribunal ”;

(b) in subsection (3) (in the full-out words), after “other decision” there is inserted “ under this Part ”;

3

Section 48 (appeal tribunals) shall cease to have effect.

4

For section 49 there is substituted—

(49) (1) An appeal lies to the appropriate court— (a) from a decision of the Tribunal as to the amount of a penalty under section 36; (b) from a decision of the Tribunal as to the award of damages or other sum in respect of a claim made in proceedings under section 47A or included in proceedings under section 47B (other than a decision on costs or expenses) or as to the amount of any such damages or other sum; and (c) on a point of law arising from any other decision of the Tribunal on an appeal under section 46 or 47. (2) An appeal under this section— (a) may be brought by a party to the proceedings before the Tribunal or by a person who has a sufficient interest in the matter; and (b) requires the permission of the Tribunal or the appropriate court. (3) In this section “the appropriate court” means the Court of Appeal or, in the case of an appeal from Tribunal proceedings in Scotland, the Court of Session.

5

In section 58(1) (findings of fact by director)—

(a) in paragraph (a), after “appeal” there is inserted “ under section 46 or 47 ”; and

(b) in paragraph (b), for “an appeal tribunal” there is substituted “ the Tribunal ”.

6

In section 59(1) (interpretation of Part 1)—

(a) the definition of “appeal tribunal” shall cease to have effect;

(b) after the definition of “the Treaty” there is inserted—

“the Tribunal” means the Competition Appeal Tribunal; “Tribunal rules” means rules under section 15 of the Enterprise Act 2002.

7

(1) Schedule 7 (the Competition Commission) is amended as follows.

(2) In paragraph 1 (interpretation)—

(a) the definitions of “appeal panel member” and “the President” shall cease to have effect; and

(b) in the definition of “general functions”, paragraph (a) and the word “or” after it shall cease to have effect.

(3) In paragraph 2 (membership), sub-paragraphs (1)(a), (3)(a) and (4) shall cease to have effect.

(4) Paragraph 4 (the President) shall cease to have effect.

(5) In paragraph 5 (the Council)—

(a) sub-paragraph (2)(b), and

(b) in sub-paragraph (3), the words “and paragraph 5 of Schedule 8”,

shall cease to have effect.

(6) Part 3 (appeals) shall cease to have effect.

8

(1) Schedule 8 (appeals) is amended as follows.

(2) Paragraph 1 shall cease to have effect.

(3) In paragraph 2 (general procedure for appeals under Part 1)—

(a) in sub-paragraph (1), for the words from “Competition” to “Commission” (in the second place it appears) there is substituted “ Tribunal under section 46 or 47 must be made by sending a notice of appeal to it ”;

(b) in sub-paragraph (3), for “tribunal” there is substituted “ Tribunal ”; and

(4) In this paragraph references to the Tribunal are to the Tribunal as constituted (in accordance with section 14 of the Enterprise Act 2002) for the purposes of the proceedings in question. (5) Nothing in this paragraph restricts the power under section 15 of the Enterprise Act 2002 (Tribunal rules) to make provision as to the manner of instituting proceedings before the Tribunal.

(4) In paragraph 3, for “tribunal” (in each place) there is substituted “ Tribunal ”.

(5) Paragraphs 4 to 14 shall cease to have effect.

SCHEDULE 6

SCHEDULE 7

Pre-emptive undertakings and orders

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

(1) Sub-paragraph (2) applies where an intervention notice or special intervention notice is in force.

(2) The Secretary of State or the CMA may by order, for the purpose of preventing pre-emptive action—

(a) prohibit or restrict the doing of things which the Secretary of State or (as the case may be) the CMA considers would constitute pre-emptive action;

(b) impose on any person concerned obligations as to the carrying on of any activities or the safeguarding of any assets;

(c) provide for the carrying on of any activities or the safeguarding of any assets either by the appointment of a person to conduct or supervise the conduct of any activities (on such terms and with such powers as may be specified or described in the order) or in any other manner;

(d) do anything which may be done by virtue of paragraph 19 of Schedule 8.

(2A) Sub-paragraph (2B) applies where—

(a) an intervention notice or special intervention notice is in force, and

(b) the Secretary of State or the CMA has reasonable grounds for suspecting that pre-emptive action has or may have been taken.

(2B) The Secretary of State or (as the case may be) the CMA may by order, for the purpose of restoring the position to what it would have been had the pre-emptive action not been taken or otherwise for the purpose of mitigating its effects—

(a) do anything mentioned in sub-paragraph (2)(b) to (d);

(b) impose such other obligations, prohibitions or restrictions as it considers appropriate for that purpose.

(2C) A person may, with the consent of the Secretary of State or (as the case may be) the CMA, take action or action of a particular description where the action would otherwise constitute a contravention of an order under this paragraph by the Secretary of State or (as the case may be) the CMA.

(3) Sub-paragraph (4) applies where an intervention notice is in force.

(4) The Secretary of State ... may, for the purpose of preventing pre-emptive action, adopt an order made by the CMA under section 72 if the order is still in force when the Secretary of State ... adopts it.

(5) An order adopted under sub-paragraph (4)—

(a) shall continue in force, in accordance with its terms, when adopted; and

(b) may be varied or revoked by an order under this paragraph.

(6) Any other order under this paragraph—

(a) shall come into force at such time as is determined by or under the order; and

(b) may be varied or revoked by another order.

(7) References in this Part to orders under this paragraph shall, unless the context otherwise requires, include references to orders adopted under this paragraph; and references to the making of orders under this paragraph shall be construed accordingly.

(8) An order which is in force under this paragraph in relation to a reference or possible reference under section 45 or (as the case may be) 62 shall cease to be in force if an undertaking under paragraph ... 3 comes into force in relation to that reference.

(9) An order under this paragraph shall, if it has not previously ceased to be in force, cease to be in force when the intervention notice concerned or (as the case may be) special intervention notice concerned ceases to be in force.

(10) No order shall be made by the Secretary of State or the CMA under this paragraph before the making of a reference under section 45 or (as the case may be) 62 unless—

(a) the Secretary of State or (as the case may be) the CMA has reasonable grounds for suspecting that it is or may be the case that two or more enterprises have ceased to be distinct or that arrangements are in progress or in contemplation which, if carried into effect, will result in two or more enterprises ceasing to be distinct; or

(b) the order relates to a special merger situation which has been, or may have been, created.

(11) The Secretary of State or (as the case may be) the CMA shall, as soon as reasonably practicable, consider any representations received by that person in relation to varying or revoking an order under this paragraph.

(12) In this paragraph “pre-emptive action” means action which might prejudice the reference or possible reference concerned under section 45 or (as the case may be) 62 or impede the taking of any action under this Part which may be justified by the Secretary of State's decisions on the reference.

Undertakings in lieu of reference under section 45 or 62

3

(1) Sub-paragraph (2) applies if the Secretary of State has power to make a reference to the Commission under section 45 or 62 and otherwise intends to make such a reference.

(2) The Secretary of State may, instead of making such a reference and for the purpose of remedying, mitigating or preventing any of the effects adverse to the public interest which have or may have resulted, or which may be expected to result, from the creation of the relevant merger situation concerned or (as the case may be) the special merger situation concerned, accept from such of the parties concerned as he considers appropriate undertakings to take such action as he considers appropriate.

(3) In proceeding under sub-paragraph (2), the Secretary of State shall, in particular—

(a) accept the decisions of the CMA included in its report under section 44 so far as they relate to the matters mentioned in subsections (4) and (5) of that section; or

(b) (as the case may be) accept the decisions of the CMA included in its report under section 61 so far as they relate to the matters mentioned in subsections (3)(a) and (4) of that section.

(4) In proceeding under sub-paragraph (2) in relation to an anti-competitive outcome, the Secretary of State may, in particular, have regard to the effect of any action on any relevant customer benefits in relation to the creation of the relevant merger situation concerned.

(5) No undertaking shall be accepted by the Secretary of State under this paragraph in connection with a possible reference under section 45 if a public interest consideration mentioned in the intervention notice concerned has not been finalised and the period of 24 weeks beginning with the giving of that notice has not expired.

(6) The Secretary of State may delay making a decision as to whether to accept any such undertaking (and any related decision as to whether to make a reference under section 45) if he considers that there is a realistic prospect of the public interest consideration being finalised within the period of 24 weeks beginning with the giving of the intervention notice concerned.

(7) A delay under sub-paragraph (6) shall not extend beyond—

(a) the time when the public interest consideration is finalised; or

(b) if earlier, the expiry of the period of 24 weeks mentioned in that sub-paragraph.

(8) An undertaking under this paragraph—

(a) shall come into force when accepted;

(b) may be varied or superseded by another undertaking; or

(9) An undertaking under this paragraph which is in force in relation to a relevant merger situation or (as the case may be) a special merger situation shall cease to be in force if an order comes into force under paragraph 5 or 6 in relation to that undertaking.

(10) The Secretary of State shall, as soon as reasonably practicable, consider any representations received by him in relation to varying or releasing an undertaking under this section.

(11) In sub-paragraphs (8) and (10), “Secretary of State” includes the Chancellor of the Duchy of Lancaster.

4

(1) The relevant authority shall not make a reference under section 22, 33 , 45, 68B or 68C in relation to the creation of a relevant merger situation or (as the case may be) a reference under section 62 in relation to the creation of a special merger situation if—

(a) the Secretary of State has accepted an undertaking or group of undertakings under paragraph 3; and

(b) the relevant merger situation or (as the case may be) the special merger situation is the situation by reference to which the undertaking or group of undertakings was accepted.

(2) In sub-paragraph (1) “the relevant authority” means—

(a) in relation to a possible reference under section 22 , 33, 68B or 68C, the CMA; and

(b) in relation to a possible reference under section 45 or 62, the Secretary of State.

(3) Sub-paragraph (1) does not prevent the making of a reference if material facts about relevant arrangements or transactions, or relevant proposed arrangements or transactions, were not notified (whether in writing or otherwise) to the Secretary of State or the CMA or made public before any undertaking concerned was accepted.

(4) For the purposes of sub-paragraph (3) arrangements or transactions, or proposed arrangements or transactions, are relevant if they are the ones in consequence of which the enterprises concerned ceased or may have ceased, or may cease, to be distinct enterprises.

(5) In sub-paragraph (3) “made public” means so publicised as to be generally known or readily ascertainable.

5

(1) Sub-paragraph (2) applies where the Secretary of State considers that—

(a) an undertaking accepted ... under paragraph 3 has not been, is not being or will not be fulfilled; or

(b) in relation to an undertaking accepted ... under that paragraph, information which was false or misleading in a material respect was given to the Secretary of State or the CMA by the person giving the undertaking before he decided to accept the undertaking.

(2) The Secretary of State may, for any of the purposes mentioned in paragraph 3(2), make an order under this paragraph.

(3) Sub-paragraphs (3) and (4) of paragraph 3 shall apply for the purposes of sub-paragraph (2) above as they apply for the purposes of sub-paragraph (2) of that paragraph.

(4) An order under this paragraph may contain—

(a) anything permitted by Schedule 8; and

(b) such supplementary, consequential or incidental provision as the Secretary of State considers appropriate.

(5) An order under this paragraph

(a) shall come into force at such time as is determined by or under the order; and

(b) may contain provision which is different from the provision contained in the undertaking concerned.

(6) No order shall be varied or revoked under this paragraph unless the CMA advises that such a variation or revocation is appropriate by reason of a change of circumstances.

(7) In this paragraph, “Secretary of State” includes the Chancellor of the Duchy of Lancaster.

6

(1) Sub-paragraph (2) applies where—

(a) the Secretary of State has the power to make an order under paragraph 5 in relation to a particular undertaking and intends to make such an order; or

(b) the Secretary of State has the power to make an order under paragraph 10 in relation to a particular undertaking and intends to make such an order.

(2) The Secretary of State may, for the purpose of preventing any action which might prejudice the making of that order, make an order under this paragraph.

(3) No order shall be made under sub-paragraph (2) unless the Secretary of State has reasonable grounds for suspecting that it is or may be the case that action which might prejudice the making of the order under paragraph 5 or (as the case may be) 10 is in progress or in contemplation.

(4) An order under sub-paragraph (2) may—

(a) prohibit or restrict the doing of things which the Secretary of State considers would prejudice the making of the order under paragraph 5 or 10;

(b) impose on any person concerned obligations as to the carrying on of any activities or the safeguarding of any assets;

(c) provide for the carrying on of any activities or the safeguarding of any assets either by the appointment of a person to conduct or supervise the conduct of any activities (on such terms and with such powers as may be specified or described in the order) or in any other manner;

(d) do anything which may be done by virtue of paragraph 19 of Schedule 8.

(5) An order under this paragraph shall come into force at such time as is determined by or under the order.

(6) An order under this paragraph shall, if it has not previously ceased to be in force, cease to be in force on—

(a) the coming into force of an order under paragraph 5 or (as the case may be) 10 in relation to the undertaking concerned; or

(b) the making of the decision not to proceed with such an order.

(7) The Secretary of State shall, as soon as reasonably practicable, consider any representations received by him in relation to varying or revoking an order under this paragraph.

(8) In this paragraph, “Secretary of State” includes the Chancellor of the Duchy of Lancaster.

Statutory restrictions following reference under section 45 or 62

7

(1) Sub-paragraphs (2) and (3) apply where—

(a) a reference has been made under section 45(2) or (3) or 62(2) but not finally determined; and

(b) no orders under paragraph 2 are in force in relation to the relevant merger situation concerned or (as the case may be) the special merger situation concerned.

(2) No relevant person shall, without the consent of the Secretary of State—

(a) complete any outstanding matters in connection with any arrangements which have resulted in the enterprises concerned ceasing to be distinct enterprises;

(b) make any further arrangements in consequence of that result (other than arrangements which reverse that result); or

(3) No relevant person shall, without the consent of the Secretary of State, assist in any of the activities mentioned in paragraphs (a) to (c) of sub-paragraph (2).

(4) The prohibitions in sub-paragraphs (2) and (3) do not apply in relation to anything which the person concerned is required to do by virtue of any enactment.

(5) The consent of the Secretary of State under sub-paragraph (2) or (3)—

(a) may be general or specific;

(b) may be revoked by the Secretary of State; and

(c) shall be published in such manner as the Secretary of State considers appropriate for bringing it to the attention of any person entitled to the benefit of it.

(6) Paragraph (c) of sub-paragraph (5) shall not apply if the Secretary of State considers that publication is not necessary for the purpose mentioned in that paragraph.

(7) Sub-paragraphs (2) and (3) shall apply to a person’s conduct outside the United Kingdom if (and only if) he is—

(a) a United Kingdom national;

(b) a body incorporated under the law of the United Kingdom or of any part of the United Kingdom; or

(8) For the purpose of this paragraph a reference under section 45(2) or (3) is finally determined if—

(a) the time within which the CMA is to prepare a report under section 50 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

(b) the CMA decides to cancel the reference under section 53(1);

(c) the time within which the Secretary of State is to make and publish a decision under section 54(2) has expired and no such decision has been made and published;

(d) the Secretary of State decides under section 54(2) to make no finding at all in the matter;

(e) the Secretary of State otherwise decides under section 54(2) not to make an adverse public interest finding;

(f) the Secretary of State decides under section 54(2) to make an adverse public interest finding but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

(g) the Secretary of State decides under section 54(2) to make an adverse public interest finding and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

(9) For the purpose of this paragraph a reference under section 62(2) is finally determined if—

(a) the time within which the CMA is to prepare a report under section 65 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

(b) the time within which the Secretary of State is to make and publish a decision under section 66(2) has expired and no such decision has been made and published;

(c) the Secretary of State decides under subsection (2) of section 66 otherwise than as mentioned in subsection (5) of that section;

(d) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

(e) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

(10) For the purposes of this paragraph the time when a reference under section 45(2) or (3) or (as the case may be) 62(2) is finally determined is—

(a) in a case falling within sub-paragraph (8)(a) or (c) or (as the case may be) (9)(a) or (b), the expiry of the time concerned;

(b) in a case falling within sub-paragraph (8)(b), (d) or (e) or (as the case may be) (9)(c), the making of the decision concerned;

(c) in a case falling within sub-paragraph (8)(f) or (as the case may be) (9)(d), the making of the decision neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; and

(d) in a case falling within sub-paragraph (8)(g) or (as the case may be) (9)(e), the acceptance of the undertaking concerned or (as the case may be) the making of the order concerned.

(11) In this paragraph “relevant person” means—

(a) any person who carries on any enterprise to which the reference relates or who has control of any such enterprise;

(b) any subsidiary of any person falling within paragraph (a); or

8

(1) Sub-paragraph (2) applies where—

(a) a reference has been made under section 45(4) or (5) or 62(3); and

(b) no orders under paragraph 2 are in force in relation to the relevant merger situation concerned or (as the case may be) the special merger situation concerned.

(2) No relevant person shall, without the consent of the Secretary of State, directly or indirectly acquire during the relevant period an interest in shares in a company if any enterprise to which the reference relates is carried on by or under the control of that company.

(3) The consent of the Secretary of State under sub-paragraph (2)—

(a) may be general or specific;

(b) may be revoked by the Secretary of State; and

(c) shall be published in such manner as the Secretary of State considers appropriate for bringing it to the attention of any person entitled to the benefit of it.

(4) Paragraph (c) of sub-paragraph (3) shall not apply if the Secretary of State considers that publication is not necessary for the purpose mentioned in that paragraph.

(5) Sub-paragraph (2) shall apply to a person’s conduct outside the United Kingdom if (and only if) he is—

(a) a United Kingdom national;

(b) a body incorporated under the law of the United Kingdom or of any part of the United Kingdom; or

(6) In this paragraph—

“company” includes any body corporate;

“relevant period” means the period beginning with the publication of the decision of the Secretary of State to make the reference concerned and ending when the reference is finally determined;

“relevant person” means— any person who carries on any enterprise to which the reference relates or who has control of any such enterprise; any subsidiary of any person falling within paragraph (a); or any person associated with any person falling within paragraph (a) or any subsidiary of any person so associated; and

“share” means share in the capital of a company, and includes stock.

(7) For the purposes of the definition of “relevant period” in sub-paragraph (6), a reference under section 45(4) or (5) is finally determined if—

(a) the CMA cancels the reference under section 48(1) or 53(1);

(b) the time within which the CMA is to prepare a report under section 50 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

(c) the time within which the Secretary of State is to make and publish a decision under section 54(2) has expired and no such decision has been made and published;

(d) the Secretary of State decides under section 54(2) to make no finding at all in the matter;

(e) the Secretary of State otherwise decides under section 54(2) not to make an adverse public interest finding;

(f) the Secretary of State decides under section 54(2) to make an adverse public interest finding but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

(g) the Secretary of State decides under section 54(2) to make an adverse public interest finding and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

(8) For the purposes of the definition of “relevant period” in sub-paragraph (6), a reference under section 62(3) is finally determined if—

(a) the CMA cancels the reference under section 64(1);

(b) the time within which the CMA is to prepare a report under section 65 in relation to the reference and give it to the Secretary of State has expired and no such report has been so prepared and given;

(c) the time within which the Secretary of State is to make and publish a decision under section 66(2) has expired and no such decision has been made and published;

(d) the Secretary of State decides under subsection (2) of section 66 otherwise than as mentioned in subsection (5) of that section;

(e) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section but decides neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; or

(f) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section and accepts an undertaking under paragraph 9 of this Schedule or makes an order under paragraph 11 of this Schedule.

(9) For the purposes of the definition of “relevant period” in sub-paragraph (6) above, the time when a reference under section 45(4) or (5) or (as the case may be) 62(3) is finally determined is—

(a) in a case falling within sub-paragraph (7)(a), (d) or (e) or (as the case may be) (8)(a) or (d), the making of the decision concerned;

(b) in a case falling within sub-paragraph (7)(b) or (c) or (as the case may be) (8)(b) or (c), the expiry of the time concerned;

(c) in a case falling within sub-paragraph (7)(f) or (as the case may be) (8)(e), the making of the decision neither to accept an undertaking under paragraph 9 of this Schedule nor to make an order under paragraph 11 of this Schedule; and

(d) in a case falling within sub-paragraph (7)(g) or (as the case may be) (8)(f), the acceptance of the undertaking concerned or (as the case may be) the making of the order concerned.

(10) Section 79 shall apply for the purposes of paragraph 7 and this paragraph in relation to a reference under section 45 or 62 as it applies for the purposes of sections 77 and 78 in relation to a reference under section 22 or 33.

(11) In its application by virtue of sub-paragraph (10) section 79 shall have effect as if—

(a) subsections (1) and (2) were omitted; and

(b) for the reference in subsection (4) to the CMA there were substituted a reference to the Secretary of State.

Final undertakings and orders

9

(1) The Secretary of State may, in accordance with section 55 or (as the case may be) 66(5) to (7), accept, from such persons as he considers appropriate, undertakings to take action specified or described in the undertakings.

(2) An undertaking under this paragraph—

(a) shall come into force when accepted;

(b) may be varied or superseded by another undertaking; and

(3) An undertaking which is in force under this paragraph in relation to a reference under section 45 or 62 shall cease to be in force if an order under paragraph 6(1)(b) or 10 comes into force in relation to the subject-matter of the undertaking.

(4) No undertaking shall be accepted under this paragraph in relation to a reference under section 45 or 62 if an order has been made under—

(a) paragraph 6(1)(b) or 10 in relation to the subject-matter of the undertaking; or

(b) paragraph 11 in relation to that reference.

(5) The Secretary of State shall, as soon as reasonably practicable, consider any representations received by him in relation to varying or releasing an undertaking under this section.

10

(1) Sub-paragraph (2) applies where the Secretary of State considers that—

(a) an undertaking accepted by him under paragraph 9 has not been, is not being or will not be fulfilled; or

(b) in relation to an undertaking accepted by him under that paragraph, information which was false or misleading in a material respect was given to him or the CMA by the person giving the undertaking before he decided to accept the undertaking.

(2) The Secretary of State may, for any purpose mentioned in section 55(2) or (as the case may be) 66(6), make an order under this paragraph.

(3) Subsections (3) and (4) of section 55 or (as the case may be) subsection (7) of section 66 shall apply for the purposes of sub-paragraph (2) above as they or it applies for the purposes of section 55(2) or (as the case may be) 66(6).

(4) An order under this paragraph may contain—

(a) anything permitted by Schedule 8; and

(b) such supplementary, consequential or incidental provision as the Secretary of State considers appropriate.

(5) An order under this paragraph—

(a) shall come into force at such time as is determined by or under the order; and

(b) may contain provision which is different from the provision contained in the undertaking concerned.

(6) No order shall be varied or revoked under this paragraph unless the CMA advises that such a variation or revocation is appropriate by reason of a change of circumstances.

11

(1) The Secretary of State may, in accordance with section 55 or (as the case may be) 66(5) to (7), make an order under this paragraph.

(2) An order under this paragraph may contain—

(a) anything permitted by Schedule 8; and

(b) such supplementary, consequential or incidental provision as the Secretary of State considers appropriate.

(3) An order under this paragraph shall come into force at such time as is determined by or under the order.

(4) No order shall be made under this paragraph in relation to a reference under section 45 or (as the case may be) 62 if an undertaking has been accepted under paragraph 9 in relation to that reference.

(5) No order shall be varied or revoked under this paragraph unless the CMA advises that such a variation or revocation is appropriate by reason of a change of circumstances.

SCHEDULE 8

Introductory

1

This Schedule applies in relation to such orders, and to such extent, as is provided by this Part and Part 4 and any other enactment; and references in this Schedule to an order shall be construed accordingly.

General restrictions on conduct

2

(1) An order may—

(a) prohibit the making or performance of an agreement;

(b) require any party to an agreement to terminate the agreement.

(2) An order made by virtue of sub-paragraph (1) shall not—

(a) prohibit the making or performance of; or

(b) require any person to terminate,

an agreement so far as, if made, the agreement would relate, or (as the case may be) so far as the agreement relates, to the terms and conditions of employment of any workers or to the physical conditions in which any workers are required to work.

3

(1) An order may prohibit the withholding from any person of—

(a) any goods or services;

(b) any orders for any such goods or services.

(2) References in sub-paragraph (1) to withholding include references to—

(a) agreeing or threatening to withhold; and

(b) procuring others to withhold or to agree or threaten to withhold.

4

An order may prohibit requiring as a condition of the supply of goods or services to any person—

(a) the buying of any goods;

(b) the making of any payment in respect of services other than the goods or services supplied;

(c) the doing of any other such matter or the refraining from doing anything mentioned in paragraph (a) or (b) or any other such matter.

5

An order may prohibit—

(a) discrimination between persons in the prices charged for goods or services;

(b) anything which the relevant authority considers to be such discrimination;

(c) procuring others to do anything which is such discrimination or which the relevant authority considers to be such discrimination.

6

An order may prohibit—

(a) giving, or agreeing to give in other ways, any preference in respect of the supply of goods or services or in respect of the giving of orders for goods or services;

(b) giving, or agreeing to give in other ways, anything which the relevant authority considers to be a preference in respect of the supply of goods or services or in respect of the giving of orders for goods or services;

7

An order may prohibit—

(a) charging, for goods or services supplied, prices differing from those in any published list or notification;

(b) doing anything which the relevant authority considers to be charging such prices.

8

(1) An order may regulate the prices to be charged for any goods or services.

(2) No order shall be made by virtue of sub-paragraph (1) unless the relevant report in relation to the matter concerned identifies the prices charged for the goods or services as requiring remedial action.

(3) In this paragraph “the relevant report” means the report of the CMA which is required by the enactment concerned before an order can be made under this Schedule.

9

An order may prohibit the exercise of any right to vote exercisable by virtue of the holding of any shares, stock or securities.

General obligations to be performed

10

(1) An order may require a person to supply goods or services or to do anything which the relevant authority considers appropriate to facilitate the provision of goods or services.

(2) An order may require a person who is supplying, or is to supply, goods or services to supply such goods or services to a particular standard or in a particular manner or to do anything which the relevant authority considers appropriate to facilitate the provision of such goods or services to that standard or in that manner.

11

An order may require any activities to be carried on separately from any other activities.

Acquisitions and divisions

12

(1) An order may prohibit or restrict—

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

(b) the doing of anything which will or may result in two or more bodies corporate becoming interconnected bodies corporate.

(2) An order may require that if—

(a) an acquisition of the kind mentioned in sub-paragraph (1)(a) is made; or

(b) anything is done which results in two or more bodies corporate becoming interconnected bodies corporate;

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

(3) This paragraph shall also apply to any result consisting in two or more enterprises ceasing to be distinct enterprises (other than any result consisting in two or more bodies corporate becoming interconnected bodies corporate).

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(1) An order may provide for—

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

(b) the division of any group of interconnected bodies corporate.

(2) For the purposes of sub-paragraph (1)(a) all the activities carried on by way of business by any one person or by any two or more interconnected bodies corporate may be treated as a single business.

(3) An order made by virtue of this paragraph may contain such provision as the relevant authority 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;

(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 articles or other instruments regulating any such company or other body of persons;

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