S.I. No. 187/2002 - Solgun Limited and Usit World Plc Proposed Merger Or Takeover Conditional Order, 2002

S.I. No. 187 of 2002 .

Solgun Limited and USIT World plc PROPOSED MERGER OR TAKEOVER CONDITIONAL ORDER, 2002.

I, MARY HARNEY, TD, Tánaiste and Minister for Enterprise, Trade and Employment having considered the report of the Competition Authority under section 8 (1) of the Mergers, Take-overs and Monopolies (Control) Act, 1978 (No. 17 of 1978), as amended by the Restrictive Practices (Amendment) Act, 1987 (No. 31 of 1987), the Competition Act, 1991 (No. 24 of 1991) and the Competition Amendment Act, 1996 (No. 19 of 1996) of its investigation of the proposed merger or take-over involving the following enterprises, that is to say Solgun Limited and USIT World plc, being the proposed merger or take-over of which I was notified under section 5 of the first-mentioned Act on the 31st day of January, 2001, having complied with section 9(3) of the said first-mentioned Act, and being of the opinion that the exigencies of the common good so warrant, hereby in exercise of the powers conferred on me by section 9 of the Mergers, Take-overs and Monopolies (Control) Act, 1978 , as adapted by the Enterprise and Employment (Alteration of Name of Department and Title of Minister) Order, 1997 ( S.I. No. 305 of 1997 ), order as follows:

1. This Order may be cited as the Proposed Merger or Takeover Conditional Order, 2002.

2. In this Order “the take-over” means the proposed merger or take-over involving the following enterprises, that is to say Solgun Limited and USIT World plc, of which the Minister was notified pursuant to section 5 of the Mergers, Take-overs and Monopolies (Control) Act, 1978 (No. 17 of 1978) on the 31st day of January, 2002.

3. The take-over is hereby prohibited except upon the conditions specified in Article 4 of this Order.

4. The conditions referred to in Article 3 of this Order are:—

(a)        a condition that, for a period of at least two years from the completion of the transaction, or as long as STA Travel (Holdings) Pte Limited remains in control of USIT World Plc, whichever is shorter, STA Travel (Holdings) Pte Limited continue to supply both Student and Youth Ireland Travel (“SAYIT”) and Dublin University Student Travel (“DUST”) with SATA tickets, International Student Identity Cards and International Youth Cards, under the same terms and conditions as those that currently apply between the parties,

(b)        a condition that the restrictions on Mr Gordon Colleary contained in Clause 14.1 of the Sale Agreement of 23rd January, 2002 be construed narrowly, such that Mr Colleary is precluded only from involvement in a business competing directly with STA Travel (Holdings) Pte Limited in the various relevant markets for student and youth travel products defined in Chapter 4 of the report of the Competition Authority of its investigation of the proposal whereby Solgun Limited, a wholly owned subsidiary of STA Travel (Holdings) Pte Limited, would acquire approximately 88% of the entire issued share capital of USIT World plc, and

(c)        a condition that the take-over shall be effected within 12 months of the making of this Order.

5. The reasons for making this Order are that the Minister considers that the exigencies of the common good do not warrant the absolute prohibition of the take-over and that the take-over, if effected subject to the aforesaid conditions, would be unlikely to operate against the common good.

EXPLANATORY NOTE.

The effect of this Order is to prohibit except upon conditions the proposal whereby Solgun Limited would acquire the majority of the issued share capital of USIT World plc.

The Order is effective from the date of its signature but may be annulled by a resolution of either House of the Oireachtas within 21 sitting days in either case.