S.I. No. 301/1988 - Proposed Merger Or Take-Over Prohibition Order, 1988.

S.I. No. 301 of 1988.

PROPOSED MERGER OR TAKE-OVER PROHIBITION ORDER, 1988.

I, ALBERT REYNOLDS, Minister for Industry and Commerce, having considered the report of the Fair Trade Commission 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), of its investigations of the proposed merger or take-over involving the following enterprises, that is to say, GC & C Brands plc and Irish Distillers Group plc, being the proposed merger or take-over of which I was notified under section 5 of the first mentioned Act on the 22nd day of August 1988, having complied with section 9 (3) of the said first mentioned Act and thinking that the exigencies of the common good so warrant, hereby, in exercise of the powers conferred on me by section 9 of the said Mergers, Take-overs and Monopolies (Control) Act, 1978 , as adapted by the Industry, Trade, Commerce and Tourism (Alteration of Name of Department and Title of Minister) Order, 1986 ( S.I. No. 41 of 1986 ), make the following Order:

1. This Order may be cited as the Proposed Merger or Take-over Prohibition Order, 1988.

2. In this Order, except where the context otherwise requires—

"GC & C" means GC & C Brands plc;

"Irish Distillers" means Irish Distillers Group plc;

"spirits" means distilled alcoholic beverages;

"the take-over" means the proposed merger or take-over involving the following enterprises, that is to say, GC & C and Irish Distillers of which the Minister was notified under section 5 of the Mergers, Take-overs and Monopolies (Control) Act, 1978 , (No. 17 of 1978) on 22nd day of August, 1988.

3. The take-over is hereby prohibited.

4. (1) The reasons for making this Order are that the Minister considers that, if the take-over is effected, it would operate against the common good and in particular—

( a ) employment in the spirits distilling industry in the State would be reduced.

( b ) the sale of brands and associated facilities would, in present circumstances, prejudice the development of the spirits distilling industry in the State, and

( c ) in view of the number and importance of the brands of Scotch whisky owned or distributed by holding companies of GC & C or subsidiaries of such holding companies, ownership of the Irish whiskey industry by GC & C or holding companies or subsidiaries of GC & C or subsidiaries of such holding companies would restrict competition in the sale of Scotch whisky and Irish whiskey in the State and for the reason specified in sub-paragraph (b) of this paragraph, a sale of brands or associated facilities would not be an appropriate solution.

(2) In this Article except where the context otherwise requires—

"associated facilities" means the facilities employed by Irish Distillers in or in relation to the manufacture, storage, bottling, packaging, marketing, distribution and sale of alcoholic beverages or ingredients or constituents thereof or in relation to any process or activity ancillary to those aforesaid;

"brands" means the names under which spirits manufactured by Irish Distillers are distributed for sale by retail;

"holding company" and "subsidiary" have the meanings respectively assigned to them by the Companies Act, 1963 (No. 33 of 1963), and references to a holding company include references to a holding company of which the first-mentioned company is a subsidiary.

GIVEN under my Official Seal this 23rd day of November, 1988.

ALBERT REYNOLDS,

Minister for Industry and

Commerce.

EXPLANATORY NOTE.

The effect of this Order is to prohibit the proposed merger or take-over involving GC & C Brands plc and Irish Distillers Group 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.