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

(i) the enterprise does not hold any other licence of a type mentioned in subsection (2), or

(ii) the enterprise holds one or more other licences under section 6(1)(b) or (c) of the Electricity Act 1989 and each of those other licences was granted following a tender exercise.

(4) The Secretary of State may by regulations amend this section by—

(a) adding to subsection (2) an enterprise holding a licence under the Gas Act 1986 or the Electricity Act 1989 of a type that is not specified in that subsection;

(b) creating an exception in relation to a type of enterprise specified in subsection (2);

(5) Before making regulations under subsection (4), the Secretary of State must consult—

(a) the Gas and Electricity Markets Authority, and

(b) the CMA.

(6) In this section, “tender exercise” has the same meaning as in section 6CD of the Electricity Act 1989.

68B

(1) The CMA must make a reference to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 if the CMA believes that it is or may be the case that—

(a) a relevant merger situation involving an energy network merger has been created, and

(b) the creation of that situation has caused, or may be expected to cause, substantial prejudice to the ability of the Gas and Electricity Markets Authority, in carrying out its functions under Part 1 of the Gas Act 1986 or Part 1 of the Electricity Act 1989, to make comparisons between energy network enterprises of the type involved in the energy network merger;

but this is subject to subsections (2) and (3).

(2) The CMA may decide not to make a reference under this section if it believes that any relevant customer benefits in relation to the creation of the relevant merger situation outweigh the prejudice mentioned in subsection (1)(b).

(3) The CMA may not make a reference under this section—

(a) in any circumstances mentioned in section 22(3)(za) to (b) or (d), or

(b) if the relevant merger situation concerned is being, or has been, dealt with in connection with a reference made under section 68C.

(4) A reference under this section must, in particular, specify—

(a) the enactment under which it is made, and

(b) the date on which it is made.

68C

(1) The CMA must make a reference to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 if the CMA believes that it is or may be the case that—

(a) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation involving an energy network merger, and

(b) the creation of that situation may be expected to cause substantial prejudice to the ability of the Gas and Electricity Markets Authority, in carrying out its functions under Part 1 of the Gas Act 1986 or Part 1 of the Electricity Act 1989, to make comparisons between energy network enterprises of the type involved in the energy network merger,

but this is subject to subsections (2) and (3).

(2) The CMA may decide not to make a reference under this section if it believes that—

(a) the arrangements concerned are not sufficiently far advanced, or are not sufficiently likely to proceed, to justify the making of a reference, or

(b) any relevant customer benefits in relation to the creation of the relevant merger situation concerned outweigh the prejudice mentioned in subsection (1)(b).

(3) The CMA may not make a reference under this section—

(a) in any circumstances mentioned in section 33(3)(za) to (b) or (d), or

(b) if the arrangements concerned are being, or have been, dealt with in connection with a reference under section 68B.

(4) A reference under this section must, in particular, specify—

(a) the enactment under which it is made, and

(b) the date on which it is made.

68D

(1) Before forming a view for the purposes of section 68B(1)(b) or (2) or 68C(1)(b) or (2)(b), the CMA must—

(a) ask the Gas and Electricity Markets Authority to give an opinion, and

(b) consider that opinion.

(2) Where the CMA makes a request under this section, the Gas and Electricity Markets Authority must give its opinion on—

(a) whether and to what extent the creation of the relevant merger situation has prejudiced, or may be expected to prejudice, the Authority’s ability, in carrying out its functions under Part 1 of the Gas Act 1986 or Part 1 of the Electricity Act 1989, to make comparisons between energy network enterprises of the type involved in the relevant merger situation, and

(b) whether any prejudice is outweighed by any relevant customer benefits in relation to the creation of the relevant merger situation.

(3) The Gas and Electricity Markets Authority must prepare and publish a statement of the methods it considers should be applied in forming an opinion on the matters mentioned in subsection (2).

(4) The statement must, in particular, set out—

(a) the criteria to be used for assessing the effect of any particular energy network enterprises ceasing to be distinct enterprises on the Gas and Electricity Market Authority’s ability to make comparisons between such enterprises, and

(b) the relative weight to be given to the criteria.

(5) Before preparing or altering the statement, the Gas and Electricity Markets Authority must consult—

(a) the Secretary of State,

(b) the Scottish Ministers,

(d) the CMA, and

(e) each energy network enterprise.

(6) The Gas and Electricity Markets Authority must from time to time—

(a) review the statement, and

(b) where appropriate, change the statement and publish the new version.

(7) In forming its opinion under this section, the Gas and Electricity Markets Authority must apply the methods set out in its latest statement.

68E

(1) In respect of a relevant merger situation involving an energy network merger, the CMA may—

(a) make a reference under both section 22 and section 68B, or

(b) make a reference under both section 33 and section 68C.

(2) If the CMA does so—

(a) the references may be decided by the same group constituted under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

(b) the functions of the CMA referred to in section 34C(1) and (2) may be carried out on behalf of the CMA by the same group in relation to both references; and

(c) the group’s duties under section 38 to prepare and publish a report on each reference may be satisfied by preparing and publishing a single report on both references.

68F

(1) In relation to—

(a) a reference, or possible reference, under section 68B, and

(b) a reference, or possible reference, under section 68C,

Chapter 1 of this Part applies with the modifications set out in Schedule 5A.

(2) In Chapters 2 to 5 of this Part, references to a provision of Chapter 1 include that provision as applied by subsection (1) and Schedule 5A.

SCHEDULE 5A

1

(1) Chapter 1 (other than sections 22 and 33) has effect as if—

(a) references to a reference or possible reference under section 22 were references to a reference or possible reference under section 68B, and

(b) references to a reference or possible reference under section 33 were references to a reference or possible reference under section 68C.

(2) The references in sub-paragraph (1) to a reference under a section include —

(a) a reference made under a subsection of that section;

(b) a reference treated as made under that section.

2

Section 23 (relevant merger situations) has effect as if—

(a) in subsection (1), for paragraph (b) there were substituted—

(b) the value of the turnover in Great Britain of the enterprise being taken over exceeds £100 million.

;

(b) subsections (2) to (8) were omitted.

3

Section 28 (turnover test) has effect as if—

(a) references to the United Kingdom were to Great Britain;

(b) in subsection (5)—

(i) in the words before paragraph (a), for “The CMA shall” there were substituted “The CMA and the Gas and Electricity Markets Authority must each”;

(ii) in paragraph (a), for “the sums for the time being mentioned in section 23(1)(b), (2)(c) and (4E)” there were substituted “the sum for the time being mentioned in section 23(1)(b)”;

(iii) in paragraph (b), for “sums are” there were substituted “sum is”;

(i) for “section 23(1)(b), (2)(c) and (4E)” there were substituted “paragraph 2(a) of Schedule 5A”;

(ii) for “sums” there were substituted “sum”.

4

Section 30 (relevant customer benefits) has effect as if—

(a) in subsection (1)(a)(i), for “lessening of competition concerned” there were substituted “prejudice to the Gas and Electricity Markets Authority”;

(b) in subsections (2)(b) and (3)(b), for “a similar lessening of competition” there were substituted “a similar prejudice to the Gas and Electricity Markets Authority”.

5

Section 34ZA (time-limits for decisions about references) has effect as if—

(a) in subsection (1)(a)—

(i) the reference to section 22(2) were to section 68B(2);

(ii) the reference to section 22(3) were to section 68B(3);

(iii) the reference to section 33(2) were to section 68C(2);

(iv) the reference to section 33(3) were to section 68C(3);

(b) section (1A) were omitted.

6

Section 35 (questions to be decided in relation to completed mergers) has effect as if—

(a) in subsection (1)(a), after “situation” there were inserted “involving an energy network merger”;

(b) in subsection (1)(b), for the words from “has resulted” to the end there were substituted “has caused, or may be expected to cause, substantial prejudice to the ability of the Gas and Electricity Markets Authority to make comparisons between energy network enterprises of the type involved in the energy network merger”;

(2) For the purposes of this section there is a prejudicial outcome if there is a situation described in subsection (1)(a) which has, or may be expected to have, the effect described in subsection (1)(b).

;

(d) in subsection (3), for “an anti-competitive outcome (within the meaning given by subsection (2)(a))” there were substituted “a prejudicial outcome”;

(e) in subsections (3)(a) and (b) and (4), for “lessening of competition” (in each place it appears) there were substituted “prejudice”.

7

Section 36 (questions to be decided in relation to anticipated mergers) has effect as if—

(a) in subsection (1)(a), after “situation” there were inserted “involving an energy network merger”;

(b) in subsection (1)(b), for the words from “result” to the end there were substituted “cause substantial prejudice to the ability of the Gas and Electricity Markets Authority to make comparisons between energy network enterprises of the type involved in the energy network merger”;

(1A) For the purposes of this section there is a prejudicial outcome if there are arrangements described in subsection (1)(a) which may be expected to have the effect described in subsection (1)(b).

;

(d) in subsection (2), for “an anti-competitive outcome (within the meaning given by section 35(2)(b))” there were substituted “a prejudicial outcome”;

(e) in subsections (2)(a) and (b) and (3), for “lessening of competition” (in each place it appears) there were substituted “prejudice”.

8

Section 41 (duty to remedy effects of completed or anticipated mergers) has effect as if—

(a) in subsection (1), for “an anti-competitive outcome” there were substituted “a prejudicial outcome (within the meaning of section 35(2) or 36(1A))”;

(b) in subsection (2)(a) and (b), for “lessening of competition” there were substituted “prejudice”;

Enforcement undertakings and orders under this Part: general provisions

Interim online interface orders

General modifications

Telecommunications Act 1984 (c. 12)

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

General

Companies Act 1985 (c. 6)

Coal Industry Act 1994 (c. 21)

Restrictive Practices Court Act 1976 (c. 33)

Estate Agents Act 1979 (c. 38)

Competition Act 1980 (c. 21)

Civil Aviation Act 1982 (c. 16)

Telecommunications Act 1984 (c. 12)

Companies (Northern Ireland) Order 1989 (S.I. 1990/593 (N.I. 5))

Water Resources Act 1991 (c. 57)

Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))

Gas (Northern Ireland) Order 1996 (S.I. 1996/275 (N.I. 2))

Data Protection Act 1998 (c. 29)

Greater London Authority Act 1999 (c. 29)

Railways Act 1993 (c. 43)

Transport Act 2000 (c. 38)

Chapter 3A — Mergers involving newspaper enterprises and foreign powers

70A

(1) The Secretary of State must give the CMA a notice (a “foreign state intervention notice”) if the Secretary of State has reasonable grounds for suspecting that it is or may be the case that—

(a) a foreign state newspaper merger situation has been created, or

(b) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a foreign state newspaper merger situation.

(2) A foreign state intervention notice must describe the foreign state newspaper merger situation to which it relates.

(3) For the purposes of this Chapter a foreign state newspaper merger situation has been created where—

(a) as a result of two or more enterprises ceasing to be distinct, a relevant merger situation would have been created by virtue of section 23(1) if the modifications in Schedule 6A had effect,

(b) one of the enterprises concerned is a newspaper enterprise, and

(c) as a result of the enterprises ceasing to be distinct, a foreign power is able to control or influence the policy of the person carrying on the newspaper enterprise, or is able to control or influence that policy to a greater extent.

(4) Schedule 6B makes provision about the circumstances in which a foreign power is able to control or influence the policy of a person for the purposes of this section (and references to a foreign power being able to control or influence the policy of a person to a greater extent are to be interpreted accordingly).

(5) A foreign state intervention notice—

(a) comes into force when it is given, and

(b) ceases to be in force when the matter to which it relates is finally determined under this Chapter (see section 70F).

70B

(1) Where the Secretary of State gives the CMA a foreign state intervention notice, the CMA must, within such period as the Secretary of State may require, give the Secretary of State a report in relation to the case.

(2) The report must include—

(a) a summary of representations relevant to the case that have been received by the CMA, and

(b) a decision as to whether the CMA believes that—

(i) a foreign state newspaper merger situation has been created, or

(ii) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a foreign state newspaper merger situation.

(3) The CMA must carry out such investigations as it considers appropriate for the purposes of producing a report under this section.

(4) For the purposes of its investigation the CMA must invite representations from the enterprises concerned in the case.

70C

(1) Subsection (2) applies where the Secretary of State has received a report under section 70B stating that the CMA believes that—

(a) a foreign state newspaper merger situation has been created, or

(b) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a foreign state newspaper merger situation.

(2) The Secretary of State must make an order containing such provision as the Secretary of State considers reasonable and practicable for the purposes of reversing or preventing the creation of the foreign state newspaper merger situation identified in the report.

(3) An order under subsection (2) may contain—

(a) anything permitted by Schedule 8 (provision that may be contained in certain enforcement orders), and

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

(4) An order under subsection (2)—

(a) comes into force at such time as is determined by or under the order, and

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

(5) Paragraph 2 of Schedule 7 (enforcement regime for public interest and special public interest cases: order for the purposes of preventing pre-emptive action)—

(a) applies in relation to a foreign state intervention notice as it applies in relation to an intervention notice, and

(b) for this purpose, is to be read as if—

(i) sub-paragraph (10) were omitted;

(ii) for sub-paragraph (12), there were substituted—

(12) In this paragraph “pre-emptive action” means action which might prejudice a foreign state intervention notice or a report under section 70B, or might impede the taking of any action under this Part in relation to such a notice or report

70D

(1) Nothing in this Chapter limits the exercise of powers in relation to a foreign state newspaper merger situation under other provisions of this Part.

(2) The powers in this Chapter may be exercised in relation to a foreign state newspaper merger situation regardless of whether any other power under this Part has been exercised in relation to the case.

(3) The CMA must, in considering whether to make a reference under section 22 or 33, bring to the attention of the Secretary of State any case which it believes may be relevant to the duty in section 70A(1).

70E

(1) In this Chapter, “foreign power” means—

(a) the sovereign or other head of a foreign state in their public or private capacity,

(b) a foreign government or part of a foreign government,

(d) an agency or authority of a foreign government, or of part of a foreign government,

(e) the head or senior members of an agency or authority of a foreign government, or of part of a foreign government, in their private capacity,

(f) an authority responsible for administering the affairs of an area within a foreign country or territory, or persons exercising the functions of such an authority,

(g) a political party which is a governing political party of a foreign government, or

(h) the officers of a political party, which is a governing political party of a foreign government, in their private capacity.

(2) A political party is a governing political party of a foreign government if persons holding political or official posts in the foreign government or part of the foreign government—

(a) hold those posts as a result of, or in the course of, their membership of the party, or

(b) in exercising the functions of those posts, are subject to the direction or control of, or significantly influenced by, the party.

(3) In this section—

“foreign country or territory” means a country or territory outside the United Kingdom, the Channel Islands, the Isle of Man or the British Overseas Territories;

“foreign government” means the government of a foreign country or territory;

a “government” includes persons exercising the functions of a government;

“territory” includes the constituent territories of a federal state.

70F

(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) For the purposes of this Chapter, a matter is finally determined when the Secretary of State—

(a) makes an order under section 70C(2), or

(b) publishes under section 107 a report of the CMA under section 70B which the Secretary of State has received and which states that the CMA has decided that the CMA believes that—

(i) no foreign state newspaper merger situation has been created, or

(ii) no arrangements are in progress or in contemplation which, if carried into effect would result in the creation of a foreign state newspaper merger situation.

70G

(1) The Secretary of State may by regulations change the meaning of—

(a) “foreign power”, or

(b) “newspaper”,

for the purposes of this Chapter.

(2) Regulations under subsection (1)(a) may, among other things—

(a) provide for a description of person to be treated as if they were not a foreign power, and

(b) frame any such description by reference to—

(i) the independence of persons from other descriptions of foreign power, or

(ii) the interest which persons have in a newspaper enterprise.

(3) The Secretary of State may by regulations apply any provision made by or under Chapter 1, with or without modifications, for the purposes of this Chapter (including by way of amendments to the modifications in Schedule 6A).

(4) Regulations under this section may, among other things, make provision having effect on or after 13 March 2024.

94AA

(1) The appropriate authority may, in accordance with section 94AB, impose a penalty on a person—

(a) from whom the authority has accepted an enforcement undertaking, or

(b) to whom an enforcement order is addressed,

where the authority considers that the person has, without reasonable excuse, failed to comply with the undertaking or order.

(2) In this section and in section 94AB, “the appropriate authority” means—

(a) in relation to an enforcement undertaking or enforcement order made by the Secretary of State under Schedule 7, the Secretary of State;

(b) in relation to any other enforcement undertaking or enforcement order, the CMA.

(3) In deciding whether and, if so, how to proceed under subsection (1) the CMA must have regard to the statement of policy which was most recently published under section 94B at the time of the failure to comply.

94AB

(1) A penalty under section 94AA (1) is to be such amount as the appropriate authority considers appropriate.

(2) The amount must be—

(a) a fixed amount,

(b) an amount calculated by reference to a daily rate, or

(3) A penalty imposed under section 94AA (1) on a person who does not own or control an enterprise must not—

(a) in the case of a fixed amount, exceed £30,000;

(b) in the case of an amount calculated by reference to a daily rate, exceed £15,000 per day;

(c) in the case of a fixed amount and an amount calculated by reference to a daily rate, exceed such fixed amount and such amount per day.

(4) A penalty imposed under section 94AA (1) on any other person must not—

(a) in the case of a fixed amount, exceed 5% of the total value of the turnover (both in and outside the United Kingdom) of the enterprises owned or controlled by the person on whom it is imposed;

(b) in the case of an amount calculated by reference to a daily rate, for each day exceed 5% of the total value of the daily turnover (both in and outside the United Kingdom) of the enterprises owned or controlled by the person on whom it is imposed;

(c) in the case of a fixed amount and an amount calculated by reference to a daily rate, exceed such fixed amount and such amount per day.

(5) In imposing a penalty by reference to a daily rate—

(a) no account is to be taken of any days before the service on the person concerned of the provisional penalty notice under section 112(A1) (as applied by subsection (6)), and

(b) unless the CMA determines an earlier date (whether before or after the penalty is imposed), the amount payable ceases to accumulate at the beginning of the day on which the person complies with the enforcement undertaking or enforcement order.

(6) Sections 112 to 115 apply in relation to a penalty imposed under section 94AA (1) as they apply in relation to a penalty imposed under section 110(1) or (1A), with the following modifications—

(a) any reference in those provisions to the appropriate authority is to be read as a reference to the appropriate authority within the meaning of this section (see section 94AA (2));

(b) section 114(5A) is to be read as if the words “or OFCOM” were omitted;

(b) “relevant guidance” means the statement of policy which was most recently published under section 94B at the time when the act or omission concerned occurred.

(7) The Secretary of State may by regulations amend subsection (3)(a) and (b) by substituting for either or both of the sums for the time being specified in those paragraphs such other sum or sums as the Secretary of State considers appropriate.

(8) Before making regulations under subsection (7) the Secretary of State must consult—

(a) the CMA, and

(b) such other persons as the Secretary of State considers appropriate.

(9) The Secretary of State may by regulations make provision for determining, for the purposes of this section—

(a) when an enterprise is to be treated as being controlled by a person;

(b) the turnover and daily turnover (both in and outside the United Kingdom) of an enterprise.

(10) Regulations under subsection (9)(b) may, in particular, make provision as to—

(a) the amounts which are, or which are not, to be treated as comprising an enterprise’s turnover or daily turnover;

(b) the date, or dates, by reference to which an enterprise’s turnover, or daily turnover, is to be determined.

(11) Regulations under subsection (9) may, in particular, make provision enabling the appropriate authority to determine matters of a description specified in the regulations (including any of the matters mentioned in paragraphs (a) and (b) of subsection (10)).

Minority reports of CMA

Supply of services and market for services etc.

Implementation trials of final orders and undertakings

161B

(1) This section and sections 161C to 161E make provision in relation to the acceptance of undertakings and making of orders by a relevant authority on a trial basis for the purpose of assessing the effectiveness of qualifying remedial action (and the acceptance of undertakings and making of orders on that basis is referred to in this Part as an “implementation trial”).

(2) In this section and in sections 161C to 161E “relevant authority” means the CMA or the Secretary of State.

(3) In this Part—

“implementation trial measure” means an undertaking accepted, or order made, under section 161C (and references to the imposition of such a measure are to be read as the acceptance of an undertaking or the making of an order, as the case may be);

“implementation trial period” means, in relation to an implementation trial measure, the period— beginning with the day on which the relevant authority begins the implementation trial, and ending with the last day on which the implementation trial measure is to have effect (see subsections (4) and (5));

“qualifying remedial action” means remedial action in respect of— a matter concerning the provision or publication of information to consumers (whether directly or through an intermediary), or any other matter specified in regulations made by the Secretary of State;

“relevant adverse effect” means— where the relevant authority is the CMA, an adverse effect on competition identified in the report mentioned in section 138(1); where the relevant authority is the Secretary of State— an adverse effect on competition identified in the report mentioned in section 146(1); an effect adverse to the public interest identified in the report mentioned in section 146A(1);

“remedial action” means an action— where the relevant authority is the CMA, to be taken in accordance with section 138(2) or section 162A(5); where the relevant authority is the Secretary of State, to be taken in accordance with section 147(2) or 147A(2) (as the case may be).

(4) The last day on which an implementation trial measure is to have effect is the earlier of—

(a) the day specified under section 161D(5)(b)(ii), and

(b) the day on which action is taken under section 138(2), 147(2) or 147A(2) (as the case may be) in relation to the relevant adverse effect which the relevant authority considers concerns the same qualifying matter.

(5) But where—

(a) an implementation trial measure is imposed in accordance with this section, and

(b) the CMA extends, under section 138A(3), the period within which its duty under section 138(2) is required to be discharged in accordance with section 138A(A3) in relation to the measure,

the last day on which the implementation trial measure is to have effect is the last day of that period as so extended.

161C

(1) The CMA may, in relation to a market investigation reference, begin an implementation trial where—

(a) subsection (2) of section 138 applies (see subsection (1) of that section), and

(b) the CMA has not taken, but is minded to take, qualifying remedial action.

(2) The Secretary of State may, in relation to a restricted PI reference or a full PI reference, begin an implementation trial where—

(a) subsection (2) of section 147, or subsection (2) of 147A (as the case may be), applies (see subsection (1) of the section in question), and

(b) the Secretary of State has not taken, but is minded to take, qualifying remedial action.

(3) Subsections (1) and (2) are subject to the duty to publish notices in section 161D.

(4) The relevant authority begins an implementation trial by—

(a) accepting, from such persons as the relevant authority considers appropriate, undertakings under this section to take action specified or described in the undertakings, or

(b) making an order under this section,

for the purposes of assessing, during the implementation trial period, the likely effectiveness of the qualifying remedial action.

(5) Where the relevant authority begins an implementation trial, the relevant authority may also—

(a) accept, from such persons as the relevant authority considers appropriate, undertakings under this section to take action specified or described in the undertakings, or

(b) make an order under this section,

in the circumstances mentioned in subsection (6).

(6) The circumstances are that the relevant authority considers that accepting the undertakings or making the order would be likely to contribute to, or otherwise be of use for purposes of, remedying, mitigating or preventing, during the implementation trial period—

(a) an adverse effect on competition identified in the report concerned or (as the case may be) an effect adverse to the public interest which has resulted from, or may be expected to result from, the features or combinations of features mentioned;

(b) any detrimental effect on customers so far as it has resulted from, or may be expected to result from, any such adverse effect on competition.

161D

(1) Before the relevant authority begins an implementation trial under section 161C(4), the relevant authority must publish—

(a) a provisional implementation trial notice, and

(b) a final implementation trial notice (but see subsection (4)).

(2) A provisional implementation trial notice must—

(a) specify each implementation trial measure the relevant authority is minded to impose for the purposes of the implementation trial;

(b) specify the relevant adverse effect with which each measure is seeking to deal;

(d) specify, in relation to each measure—

(i) how the relevant authority intends to assess the likely effect of the measure, and

(ii) the last day on which the relevant authority intends for the measure to have effect;

(e) invite the making of representations by the persons on which the relevant authority is minded to impose one or more implementation trial measure (“implementation trial participants”) about the matters set out in the notice;

(f) specify the means by which, and the time by which, such representations must be made.

(3) The time specified under subsection (2)(f) by which representations must be made must be at least 15 days after the date on which the provisional implementation trial notice is published.

(4) A relevant authority may publish a final implementation trial notice only where—

(a) the relevant authority has published a provisional implementation trial notice under subsection (1),

(b) the time for the implementation trial participants to make representations to the relevant authority in accordance with the notice has expired, and

(c) after considering such representations (if any), it appears to the relevant authority that it is appropriate to begin an implementation trial under section 161C(4).

(5) A final implementation trial notice must specify—

(a) the implementation trial measures the relevant authority intends to impose for the purposes of the implementation trial,

(b) in relation to each such measure—

(i) how the relevant authority intends to assess the likely effect of the measure, and

(ii) the last day on which the measure is to have effect.

161E

(1) The relevant authority may not accept an undertaking from a person under section 161C unless it has provided the person with information about the possible consequences of failing to comply with the undertaking.

(2) The CMA may not begin an implementation trial under section 161C(4)—

(a) in respect of qualifying remedial action that would be taken in accordance with subsection (2) of section 138, after the end of the period within which the CMA would otherwise have been required to discharge its duty under that subsection;

(b) in respect of qualifying remedial action that would be taken in accordance with section 162A(5), after the end of the period mentioned in section 162A(6).

(3) Subsections (3), (5) and (6) of section 138 apply to action taken by the CMA under section 161C as they apply to action taken by the CMA under section 138(2).

(4) Subsections (3)(b), (4), (5) and (6) of section 147 apply to action taken by the Secretary of State under section 161C in relation to a restricted PI reference as they apply to action taken by the Secretary of State under section 147(2).

(5) Subsections (3) and (4)(b) of section 147A apply to action taken by the Secretary of State under section 161C in relation to a full PI reference as they apply to action taken by the Secretary of State under section 147A(2).

(6) Subsections (3) to (5) of section 159 apply to undertakings accepted under section 161C as they apply to undertakings accepted under section 159(1).

(7) Subsections (3) and (4) of section 161 apply to orders made under section 161C as they apply to orders made under section 161(1).

167A

(1) The relevant authority may, in accordance with section 167B, impose a penalty on a person—

(a) from whom the authority has accepted an enforcement undertaking, or

(b) to whom an enforcement order is addressed,

where the authority considers that the person has, without reasonable excuse, failed to comply with the undertaking or order.

(2) In this section and in section 167B, “the relevant authority” means—

(a) in the case of a restricted PI reference or a full PI reference, the Secretary of State;

(b) in any other case, the CMA.

(3) In deciding whether and, if so, how to proceed under subsection (1) the CMA must have regard to the statement of policy which was most recently published under section 167C at the time of the failure to comply.

167B

(1) A penalty under section 167A(1) is to be such amount as the relevant authority considers appropriate.

(2) The amount must be—

(a) a fixed amount,

(b) an amount calculated by reference to a daily rate, or

(3) A penalty imposed under section 167A(1) on a person who does not own or control an enterprise must not—

(a) in the case of a fixed amount, exceed £30,000;

(b) in the case of an amount calculated by reference to a daily rate, exceed £15,000 per day;

(c) in the case of a fixed amount and an amount calculated by reference to a daily rate, exceed such fixed amount and such amount per day.

(4) A penalty imposed under section 167A(1) on any other person must not—

(a) in the case of a fixed amount, exceed 5% of the total value of the turnover (both in and outside the United Kingdom) of the enterprises owned or controlled by the person on whom it is imposed;

(b) in the case of an amount calculated by reference to a daily rate, for each day exceed 5% of the total value of the daily turnover (both in and outside the United Kingdom) of the enterprises owned or controlled by the person on whom it is imposed;

(c) in the case of a fixed amount and an amount calculated by reference to a daily rate, exceed such fixed amount and such amount per day.

(5) In imposing a penalty by reference to a daily rate—

(a) no account is to be taken of any days before the service on the person concerned of the provisional penalty notice under section 112(A1) (as applied by subsection (6)), and

(b) unless the CMA determines an earlier date (whether before or after the penalty is imposed), the amount payable ceases to accumulate at the beginning of the day on which the person complies with

(i) the enforcement undertaking or enforcement order , or

(ii) the undertaking accepted, or order made, under section 161C.

(6) Sections 112 to 115 apply in relation to a penalty imposed under section 167A(1) as they apply in relation to a penalty imposed under section 110(1) or (1A), with the following modifications—

(a) any reference in those provisions to the appropriate authority is to be read as a reference to the relevant authority within the meaning of this section (see section 167A(2));

(b) section 114(5A) is to be read as if the words “or OFCOM” were omitted;

(b) “relevant guidance” means the statement of policy which was most recently published under section 167C at the time when the act or omission concerned occurred.

(7) The Secretary of State may by regulations amend subsection (3)(a) and (b) by substituting for either or both of the sums for the time being specified in those paragraphs such other sum or sums as the Secretary of State considers appropriate.

(8) Before making regulations under subsection (7) the Secretary of State must consult—

(a) the CMA, and

(b) such other persons as the Secretary of State considers appropriate.

(9) The Secretary of State may by regulations make provision for determining, for the purposes of this section—

(a) when an enterprise is to be treated as being controlled by a person;

(b) the turnover and daily turnover (both in and outside the United Kingdom) of an enterprise.

(10) Regulations under subsection (9)(b) may, in particular, make provision as to—

(a) the amounts which are, or which are not, to be treated as comprising an enterprise’s turnover or daily turnover;

(b) the date, or dates, by reference to which an enterprise’s turnover, or daily turnover, is to be determined.

(11) Regulations under subsection (9) may, in particular, make provision enabling the relevant authority to determine matters of a description specified in the regulations (including any of the matters mentioned in paragraphs (a) and (b) of subsection (10)).

167C

(1) The CMA must prepare and publish a statement of policy in relation to the exercise of functions under sections 167 and 167A.

(2) The CMA must, in particular, include a statement about the considerations relevant to the determination of the amount of any penalty imposed under section 167A.

(3) The CMA may revise its statement of policy and, where it does so, it must publish the revised statement.

(4) The CMA must consult the Secretary of State and such other persons as it considers appropriate when preparing or revising its statement of policy.

(5) A statement or revised statement of policy may not be published under this section without the approval of the Secretary of State.

243A

(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for the purpose of facilitating both—

(a) the exercise by the discloser of any function it has under or by virtue of this Act or any other enactment, and

(b) the exercise by the overseas public authority of any function which it has relating to—

(i) carrying out investigations in connection with the enforcement of any relevant law by means of civil proceedings;

(ii) bringing civil proceedings for the enforcement of such law or the conduct of such proceedings;

(iii) the investigation of crime;

(iv) bringing criminal proceedings or the conduct of such proceedings;

(v) deciding whether to start or bring to an end such investigations or proceedings.

(2) Subsection (1) does not apply to any of the following—

(a) information which is held by a person who is a private designated enforcer for the purposes of Chapter 3 of Part 3 of the Digital Markets, Competition and Consumers Act 2024 (see section 151 of that Act);

(b) information which comes to a public authority in connection with an investigation under Part 4 or section 174 of this Act;

(c) information which comes to a public authority in connection with an investigation under section 11 of the Competition Act 1980;

(d) legacy information within the meaning of subsection (5).

(3) In subsection (1)(a), the reference to an enactment includes a reference to an enactment contained in—

(a) an Act of the Scottish Parliament;

(b) Northern Ireland legislation;

(4) In subsection (1)(b)(i), “relevant law” means—

(a) this Act, any enactment specified in Schedule 14 and such subordinate legislation as is specified by order for the purposes of section 238(1);

(b) any enactment, obligation or rule of law specified in Schedule 15 to the Digital Markets, Competition and Consumers Act 2024 (consumer protection enactments);

(c) any legislation, or any obligation or rule of law in a country or territory outside the United Kingdom which appears to the discloser to make provision corresponding or similar to anything within paragraphs (a) and (b).

(5) In subsection (2)(d), “legacy information” means information which—

(a) comes to a public authority in connection with the exercise of its functions under or by virtue of paragraphs 15 to 18 of Schedule 24 relating to investigations under Parts 4 or 6 of the 1973 Act;

(b) came to a public authority—

(i) before the coming into force of this section, and

(ii) in connection with the exercise of its functions under or by virtue of paragraphs 15 to 18 of Schedule 24 relating to investigations under Part 5 of the 1973 Act;

(i) before 1 July 2021, and

(ii) in connection with an investigation under Part 3 of the Enterprise Act 2002.

243B

(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for the purpose mentioned in section 243A(1)(b).

(2) Subsection (2) of section 243A applies for the purposes of subsection (1) of this section as it applies for the purposes of subsection (1) of that section.

243C

(1) A public authority which holds information to which section 237 applies (“the discloser”) may disclose that information to an overseas public authority for a purpose permitted under or by virtue of a designated cooperation arrangement.

(2) “Designated cooperation arrangement” means an arrangement or agreement that meets all of Conditions A to D.

(3) Condition A is that the arrangement or agreement is between—

(a) a public authority and an overseas public authority, or

(b) the United Kingdom and a country or territory.

(4) Condition B is that the arrangement or agreement relates to cooperation between—

(a) the public authority and the overseas public authority, or

(b) public authorities in the United Kingdom and persons or bodies in that country or territory,

for the purposes of facilitating the exercise of functions related to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b).

(5) Condition C is that the arrangement or agreement provides for—

(a) the overseas public authority and the public authority, or

(b) a person or body in that country or territory and public authorities in the United Kingdom,

to provide corresponding or substantially similar assistance to each other for the purposes of facilitating the exercise of functions related to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b).

(6) Condition D is that the arrangement or agreement is designated in regulations made by the Secretary of State.

(7) Before designating an arrangement or agreement in regulations under subsection (6), the Secretary of State must have regard in particular to whether the arrangement or agreement contains provision restricting or preventing—

(a) the use for another purpose of information disclosed for a purpose permitted under or by virtue of the arrangement or agreement;

(b) the further disclosure of such information.

(8) The Secretary of State may not designate an arrangement or agreement in regulations under subsection (6) unless the Secretary of State is satisfied that—

(a) the law and practice of the country or territory, or the country or territory of the overseas public authority, with whom the arrangement or agreement is with provides appropriate protection against self-incrimination in criminal proceedings, and

(b) the law and practice of that country or territory provides appropriate protection in relation to the storage and disclosure of confidential information.

(9) For the purposes of subsection (8), protection is appropriate if it provides protection in relation to the matter in question which corresponds or is substantially similar to that so provided in any part of the United Kingdom.

(10) Regulations under subsection (6) are to be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

243D

(1) Subsections (2) and (3) apply to information disclosed by virtue of section 243A to the extent that the disclosure was to facilitate the exercise by the discloser of any function it has under or by virtue of this Act or any other enactment (“the original function”) in relation to a particular matter (“the original matter”).

(2) The information must not be used by the overseas public authority other than for facilitating the exercise by the discloser of the original function in relation to the original matter unless—

(a) the use is for the purpose of facilitating the exercise by the discloser of any function it has under this Act or any other enactment (other than the original function) whether or not in relation to the original matter, and

(b) the discloser consents to the use of that information for that purpose.

(3) The information must not be further disclosed by the overseas public authority unless—

(a) the further disclosure is for the purpose of facilitating the exercise by the discloser of any function it has under this Act or any other enactment (whether or not the original function) whether or not in relation to the original matter, and

(b) the discloser consents to the further disclosure of the information for that purpose.

(4) Subsections (5) and (6) apply to information disclosed by virtue of section 243A or 243B to the extent that the disclosure was to facilitate the exercise of functions of an overseas public authority relating to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b) (“the original function”) in relation to a particular matter (“the original matter”).

(5) The information must not be used by the overseas public authority other than for facilitating the exercise by the authority of the original function in relation to the original matter unless—

(a) the use is for the purpose of facilitating the exercise of a function which the authority has relating to anything mentioned in sub-paragraphs (i) to (v) of section 243A(1)(b) (other than the original function) whether or not in relation to the original matter, and

(b) the discloser consents to the use of that information for that purpose.

(6) The information must not be further disclosed by the overseas public authority unless—

(a) the further disclosure is for the purpose of facilitating the exercise of any of its functions relating to anything mentioned in sub-paragraphs (i) to (v) of subsection (1)(b) of section 243A (whether or not the original function) whether or not in relation to the original matter, and

(b) the discloser consents to the further disclosure of the information for that purpose.

(7) In deciding whether to consent to the use or further disclosure of information for the purposes of subsection (2)(b), (3)(b), (5)(b) or (6)(b), the discloser must have regard to the considerations in section 243F to which it would be required to have regard if it were deciding to disclose the information under 243A or 243B.

(8) Nothing in this section prevents information being used, or further disclosed, by the overseas public authority if that use, or further disclosure, is required under the law of the country or territory of the authority.

243E

(1) The Secretary of State may direct that a disclosure permitted under section 243A or 243B must not be made if the Secretary of State thinks that, in connection with any matter in respect of which the disclosure could be made, it is more appropriate—

(a) if any investigation is to be carried out, that it is carried out by an authority in the United Kingdom or in another specified country or territory (rather than by the overseas public authority);

(b) if any proceedings are to be brought, that they are brought in a court in the United Kingdom or in another specified country or territory (rather than in the country or territory of the overseas authority).

(2) In subsection (1), “specified” means specified in the direction.

(2A) The Secretary of State may not make a direction under this section in relation to a disclosure permitted under section 243A or 243B that relates to assistance provided by a relevant regulator to an overseas regulator by virtue of Chapter 2 of Part 5 of the Digital Markets, Competition and Consumers Act 2024.

(3) The Secretary of State must take such steps as the Secretary of State thinks are appropriate to bring a direction under subsection (1) to the attention of persons likely to be affected by it.

243F

(1) This section applies when a public authority is deciding whether to make a disclosure under section 243A or 243B.

(2) In deciding whether to make a disclosure under section 243A, the public authority must have regard in particular to the following considerations—

(a) whether the law and practice of the country or territory to whose authority the disclosure would be made provides appropriate protection against self-incrimination in criminal proceedings;

(b) whether the law and practice of that country or territory provides appropriate protection in relation to the storage and disclosure of confidential information.

(3) In deciding whether to make a disclosure under section 243B, the public authority must have regard in particular to the considerations in subsection (2) and the following additional considerations—

(a) whether the matter in respect of which the disclosure is sought is sufficiently serious to justify making the disclosure;

(b) whether the disclosure would further the aims or purposes of any convention or treaty relating in whole or in part to cooperation in matters relating to competition or consumer protection to which the United Kingdom and the country or territory of the authority to whom the disclosure would be made are parties;

(c) whether there are arrangements in place for the provision of mutual assistance as between the United Kingdom and that country or territory to whose authority the disclosure would be made in relation to the disclosure of information of the kind to which section 237 applies;

(d) whether a person or body in that country or territory would assist the public authority in a way that corresponds or is substantially similar to the assistance that it is proposed the public authority give to the overseas public authority by making the disclosure.

(4) For the purposes of this section, protection is appropriate if it provides protection in relation to the matter in question which corresponds or is substantially similar to that so provided in any part of the United Kingdom.

(5) The Secretary of State may by regulations amend subsections (2) and (3) so as to—

(a) alter any consideration for the time being included in those subsections;

(b) add further considerations;

(6) Regulations under subsection (5) are to be made by statutory instrument and are subject to annulment in pursuance of a resolution of either House of Parliament.

246A

In this Part—

“commercial information” means information relating to any business of an undertaking whose disclosure the public authority concerned or, for the purposes of section 243C the Secretary of State, thinks might significantly harm the undertaking’s legitimate business interests;

“confidential information” means commercial information, private information or sensitive information;

“overseas public authority” means a person or body in any country or territory outside the United Kingdom which appears to the discloser (within the meaning of any of sections 243A to 243C) to exercise functions of a public nature in relation to anything mentioned in sub-paragraphs (i) to (v) of section 243A (1)(b);

“private information” mean information relating to the private affairs of an individual whose disclosure the public authority concerned, or for the purposes of section 243C the Secretary of State, thinks might significantly harm the individual’s interests;

“sensitive information” means information whose disclosure the public authority concerned or, for the purposes of section 243C the Secretary of State, thinks would be contrary to the public interest;

“subordinate legislation” has the same meaning as in section 21(1) of the Interpretation Act 1978 and includes an instrument made under— an Act of the Scottish Parliament; Northern Ireland legislation.

Schedule 6A

1

(1) Sections 23 to 29 apply for the purposes of Chapter 3A of Part 1, subject to the following modifications.

(2) Section 23 is to be read as if—

(a) in subsection (1), for the amount in paragraph (b), there were substituted “£2 million”;

(b) in subsection (9), for paragraphs (a) and (b), there were substituted—

(a) in relation to the giving of a foreign state intervention notice, the time when the notice is given; (b) in relation to the giving of a report by the CMA under section 70B, the time of the giving of the report.

(3) Section 24 is to be read as if—

(a) for subsection (1)(a) there were substituted—

(a) the two or more enterprises ceased to be distinct enterprises before the day on which— (i) in a case to which section 23(9)(a) applies, the foreign state intervention notice relating to them is given, or (ii) in a case to which section 23(9)(b) applies, the CMA gives its report relating to them under section 70B, and did so not more than four months before that day; or

;

(b) in subsection (1)(b), after “distinct enterprises” there were inserted “, including facts about whether or the extent to which a foreign power is able to control or influence the policy of a person carrying on a newspaper enterprise as a result of the enterprises ceasing to be distinct enterprises,”;

(d) for subsection (2)(b) there were substituted—

(b) it is given to the Secretary of State or the CMA more than four months before the day on which— (i) in a case to which section 23(9)(a) applies, the foreign state intervention notice relating to them is given, or (ii) in a case to which section 23(9)(b) applies, the CMA gives its report relating to them under section 70B; or (c) the facts are made public more than four months before the day on which— (i) in a case to which section 23(9)(a) applies, the foreign state intervention notice relating to them is given, or (ii) in a case to which section 23(9)(b) applies, the CMA gives its report relating to them under section 70B.

(4) Section 25 is to be read as if—

(a) subsections (4) and (5) were omitted;

(b) the powers to extend time-limits under section 25 were not exercisable by the CMA before the giving of a foreign state intervention notice by the Secretary of State.

(5) Section 26 is to be read as if—

(a) in subsection (3)—

(i) “materially” were omitted;

(ii) for “may, for the purposes of subsections (1) and (2), be treated” there were substituted “is to be treated, for the purposes of subsections (1) and (2),”;

(b) for subsection (4) there were substituted—

(4) For the purposes of subsection (1), in so far as it relates to bringing two or more enterprises under common control, where a foreign power is already able to control or influence the policy of a person carrying on a newspaper enterprise to some extent, the foreign power is to be treated as bringing the newspaper enterprise under its control if anything is done which results in the foreign power being able to control or influence the policy of that person to a greater extent (whether by virtue of acquiring more shares or voting rights in the person, directly or indirectly, or otherwise).

(6) Section 27 is to be read as if—

(a) references to the “decision-making authority” were to “the CMA or the Secretary of State”;

(b) in subsection (5), for “a reference” there were substituted “deciding whether or when a foreign state newspaper merger situation has been created”.

(7) Section 28 is to be read as if, in subsection (4), the reference to the “decision-making authority” were to “the CMA or the Secretary of State”.

(8) Section 29 is to be read as if—

(a) in subsection (1)—

(i) the reference to the “decision-making authority” were to “the CMA or the Secretary of State”;

(ii) for “a reference” there were substituted “deciding whether or when a foreign state newspaper merger situation has been created”;

(b) in subsection (2)(a)(i) “materially” were omitted;

(d) subsection (2)(b) and (3) were omitted.

2

(1) The Enterprise Act 2002 (Anticipated Mergers) Order 2003 applies for the purposes of Chapter 3A of Part 1, subject to the following modifications.

(2) In Article 3, the words before paragraph (a) are to be read as if, for “in relation to references and notices”, there were substituted “for the purposes of Chapter 3A of Part 1 of the Act”.

(3) Article 3(a) is to be read as if—

(a) in the substituted version of section 27(5), for “a reference” there were substituted “deciding whether or when a foreign state news paper merger situation will be created”;

(b) the substituted version of section 27(6)(a)(i), for “the reference” there were substituted “the foreign state intervention notice relating to the situation”.

(4) Article 3(b) is to be read as if—

(a) in the substituted section 29(2)(a)(i), “materially” were omitted;

(b) in the substituted section 29(2)(a)(ii), for “degree” there were substituted “extent”;

(c) in the substituted section 29(4), for “the reference” there were substituted “the foreign state intervention notice”.

Schedule 6B

Part 1 — Conditions for control or influence

1

(1) A foreign power is able to control or influence the policy of a person for the purposes of section 70A if one or more of the following conditions is met.

(2) Condition 1 is that the foreign power holds, directly or indirectly, any of the shares in the person.

(3) Condition 2 is that the foreign power holds, directly or indirectly, any of the voting rights in the person.

(4) Condition 3 is that the foreign power holds the right, directly or indirectly, to appoint or remove an officer of the person.

(5) Condition 4 is that the foreign power has the right or ability to direct, control or influence to any extent, the person’s policy or activities (in whole or in part, and whether directly or indirectly), despite not meeting condition 1, 2 or 3.

(6) Condition 5 is that—

(a) the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed, would, if they were a foreign power, meet one or more of conditions 1 to 4 (in their capacity as such) in relation to the person, and

(b) the foreign power has the right or ability to direct, control or influence to any extent the activities of that trust or entity (in whole or in part, and whether directly or indirectly), or has any other interest in, or right over or in relation to, the trust or entity, or any of the trustees of the trust or the members of the entity, whether directly or indirectly.

(7) This paragraph is subject to Part 1A.

2

In this Schedule, “officer”—

(a) in relation to a body corporate, means a director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity;

(b) in relation to a partnership, means a partner, a person purporting to act as a partner or a person concerned in the management or control of the partnership or who purports to act in the capacity of a person so concerned;

(c) in relation to an unincorporated association other than a partnership, means a person who is concerned in the management or control of the association or purports to act in the capacity of a person so concerned.

Part 1A — Exceptions

2A

This Part applies where a foreign power would (apart from this Part of this Schedule) be able to control or influence the policy of a person (a “newspaper owner”) carrying on a newspaper enterprise for the purposes of section 70A by virtue of condition 1 or condition 2 in paragraph 1 (respectively, “the shares condition” and “the voting rights condition”).

2B

(1) A foreign power (“the main foreign power”) is not able to control or influence the policy of a newspaper owner by virtue of the shares condition or the voting rights condition where—

(a) all of the shares or voting rights that the main foreign power holds in the newspaper owner are held by the foreign power, indirectly, via a state owned investor acting on behalf of the foreign power,

(b) where the state owned investor holds, directly, more than 5% but no more than 15% of the shares or voting rights in the newspaper owner, the condition in sub-paragraph (1A) is met, and

(c) the total holdings of shares or voting rights in the newspaper owner held, directly or indirectly, by state owned investors acting on behalf of any foreign power of any country or territory is no more than 15% of the shares or voting rights in the newspaper owner (subject to sub-paragraph (1D)).

(1A) The condition is that, before the end of the period of 14 days beginning with the acquisition date, the state owned investor—

(a) gives the Secretary of State a qualifying notification, and

(b) publishes on a website the information in sub-paragraph (1C).

(1B) For the purposes of sub-paragraph (1A)—

(a) a qualifying notification is a notification that the state owned investor has acquired, or proposes to acquire, shares or voting rights in the newspaper owner, with the result that the state owned investor holds, or will hold, directly, more than 5% of the shares or voting rights in the newspaper owner, and

(b) the acquisition date is the date on which the state owned investor acquires shares or voting rights in the newspaper owner, with the result that the state owned investor holds, directly, more than 5% of the shares or voting rights in the newspaper owner.

(1C) The information is—

(a) the name of the state owned investor,

(b) the foreign country or territory of the foreign power on whose behalf the state owned investor is acting,

(d) the percentage of shares or voting rights that it holds or proposes to hold in the newspaper owner as a consequence of an acquisition which has resulted or would result in the state owned investor holding, directly, more than 5% of the shares or voting rights in the newspaper owner.

(1D) For the purposes of sub-paragraph (1)(c), holdings of a state owned investor acting on behalf of a foreign power of a country or territory other than the country or territory of the main foreign power are to be ignored where they comprise no more than 5% of the shares or voting rights in a quoted company within the meaning given by section 385(2) of the Companies Act 2006.

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

2C

(1) For the purposes of paragraph 2B, a person is a state owned investor acting on behalf of a foreign power where—

(a) condition 1 or 2 is met, and

(b) conditions 3 to 5 are met.

(2) Condition 1 is that the foreign power holds, directly or indirectly—

(a) 100% of the shares in the person,

(b) 100% of the voting rights in the person, or

(3) Condition 2 is that—

(a) the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet one or more of the requirements set out in sub-paragraph (4), in their capacity as such, in relation to the person, and

(b) the foreign power directs or controls the activities of that trust or entity (in whole or in part).

(4) The requirements are that the trustees or members—

(a) have the right to direct or control, or actually direct or control, the person’s activities (in whole or in part);

(b) hold, directly or indirectly, 100% of the shares in the person;

(d) hold the right, directly or indirectly, to appoint or remove a majority of the officers of the person.

(5) Condition 3 is that—

(a) the principal activity of the person is to make or manage investments, and

(b) the activities of the person include making or managing investments in countries or territories other than the country or territory of the foreign power (“the overseas investments”).

(6) Condition 4 is that the principal source of the funds for the overseas investments is the foreign power or another foreign power of the same country or territory as the foreign power.

(7) Condition 5 is that the sole purpose of the overseas investments is to benefit—

(a) the foreign power or the public or a section of the public of the country or territory of the foreign power, or

(b) where the overseas investments are made or managed for the purposes of a public pension fund of the country or territory of the foreign power, the beneficiaries of that fund.

2D

(1) A foreign power is not able to control or influence the policy of a newspaper owner by virtue of the shares condition or the voting rights condition where—

(a) the foreign power holds shares or, as the case may be, voting rights in the newspaper owner as a result of those shares or voting rights being held by a person who is associated with the foreign power by virtue of being within section 127(4)(a), (b) or (c) (relatives, trustees etc), and

(b) the person within section 127(4)(a), (b) or (c) holds no more than 0.1% of the shares or, as the case may be, the voting rights in the newspaper owner.

(2) A foreign power is not able to control or influence the policy of a newspaper owner by virtue of the shares condition where—

(a) the foreign power holds shares in the newspaper owner as a result of those shares being held by a person who is associated with the foreign power by virtue of being within section 127(4)(a), (b) or (c), and

(b) the person within section 127(4)(a), (b) or (c) holds those shares via an investment fund which meets the genuine diversity of ownership condition.

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

(a) “investment fund” means—

(i) an investment fund within the meaning given by section 236(1) of the Finance (No. 2) Act 2023 (investment funds and investment entities),

(ii) arrangements that amount to a collective investment scheme (see section 235 of the Financial Services and Markets Act 2000), or

(iii) a collective investment undertaking within the meaning of regulation 3 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), and

(b) an investment fund meets the genuine diversity of ownership condition where—

(i) it meets conditions A to C in regulation 75 of the Offshore Funds (Tax) Regulations 2009 (S.I. 2009/3001) (read with regulation 76 of those Regulations), or

(ii) paragraph (5) of that regulation applies to it.

Part 2 — Interpretation

3

This Part makes provision about the interpretation of this Schedule.

4

If a foreign power holds a share or right jointly with another person (whether or not a foreign power), each of those persons is to be taken to hold that share or right.

5

(1) If shares or rights held by a foreign power and shares or rights held by another person (whether or not a foreign power) are the subject of a joint arrangement between those persons, each of those persons is to be taken to hold the combined shares or rights of both persons.

(2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement.

(3) For the meaning of “arrangement”, see paragraph 12.

6

(1) In relation to a person that has a share capital, a reference to holding any of the shares in that person is to holding any shares comprised in the issued share capital of that person.

(2) In relation to a person that does not have a share capital, a reference to holding any of the shares in that person is to holding a right to share to any extent in the capital or, as the case may be, profits of that person.

7

(1) A reference to the voting rights in a person is to the rights conferred on shareholders in respect of their shares (or, in the case of a person not having a share capital, on members) to vote at general meetings of the person on all or substantially all matters.

(2) In relation to a person that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to exercising voting rights in the person is to be read as a reference to exercising rights in relation to the person that are equivalent to those of a person entitled to exercise voting rights in a company.

8

In applying this Schedule, voting rights in a person held by the person itself are to be disregarded.

9

(1) A foreign power holds a share “indirectly” if the foreign power has any stake in a person and that person—

(a) holds the share in question, or

(b) is part of a chain of persons—

(i) each of which (other than the last) has any stake in the person immediately below it in the chain, and

(ii) the last of which holds the share.

(2) A foreign power holds a right “indirectly” if the foreign power has any stake in a person and that person—

(a) holds that right, or

(b) is part of a chain of persons—

(i) each of which (other than the last) has any stake in the person immediately below it in the chain, and

(ii) the last of which holds that right.

(3) For the purposes of sub-paragraphs (1) and (2), a person (“A”) has “any stake” in another person (“B”) if—

(a) A holds any shares or voting rights in B,

(b) A is a member of B and has the right to appoint or remove an officer of B,

(c) A is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, any of the voting rights in B, or

(d) A has the right or ability to control or influence B to any extent, despite not being within paragraph (a), (b) or (c).

10

A share held by a person as a nominee for another is to be treated as held by the other (and not by the nominee).

11

(1) Where a person controls a right, the right is to be treated as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

(2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

(a) by that person,

(b) in accordance with that person’s directions or instructions, or

12

(1) For the purposes of this Schedule, “arrangement” includes—

(a) any scheme, agreement or understanding, whether or not it is legally enforceable, and

(b) any convention, custom or practice of any kind.

(2) But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).

13

(1) Rights that are exercisable only in certain circumstances are to be taken into account only—

(a) where the circumstances have arisen, and for so long as they continue to obtain, or

(b) when the circumstances are within the control of the person having the rights.

(2) But rights that are exercisable by an administrator or by creditors while a person is in relevant insolvency proceedings are not to be taken into account even while the person is in those proceedings.

(3) “Relevant insolvency proceedings” means—

(a) administration within the meaning of the Insolvency Act 1986,

(b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or

(c) proceedings under the insolvency law of another country or territory during which a person’s assets and affairs are subject to the control or supervision of a third party or creditor.

(4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

14

Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—

(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and

(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.

Part 3 — Power to amend circumstances in which there is control or influence

15

(1) The Secretary of State may by regulations make provision—

(a) to change (by increasing or decreasing) the proportion of shares or rights which a foreign power must hold in a person carrying on a newspaper enterprise, whether directly or indirectly, in order for the foreign power to be able to control or influence the policy of a person for the purposes of section 70A;

(b) to change (by increasing or decreasing) the proportion of shares or rights which is to be held by persons in a chain of persons for the purposes of determining whether shares or rights are held indirectly;

(c) about assumptions which are to be made when determining whether a foreign power is able to control or influence the policy of a person, including assumptions framed by reference to the ownership of shares or voting rights by any person;

(d) about the extent to which a foreign power needs to be able to control or influence the policy of a person in order to control or influence that policy for the purposes of section 70A, including provision about a foreign power that is already able to control or influence the policy of a person to some extent being able to control or influence that policy to a greater extent;

(e) to change or supplement Part 1 of this Schedule so as to include circumstances (for example, circumstances involving more complex structures) that give a foreign power a level of control or influence in relation to the policy of a person broadly similar to the level of control or influence given by the conditions in paragraph 1;

(f) in consequence of any provision made by virtue of paragraph (e), to change or supplement Part 2 of this Schedule so that circumstances specified in that Part in which a person is to be regarded as holding an interest in another person correspond to any of the conditions in paragraph 1, or would do so but for the extent of the interest.

(2) The provision that may be made under this paragraph, read with section 124(2)(a), includes—

(a) different provision for different descriptions of foreign power, and

(b) different provision for different persons or descriptions of person in a chain of persons.

(3) Regulations under this paragraph may, among other things—

(a) confer a discretion on the CMA;

(b) make provision having effect on or after 13 March 2024.

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

Interpretation

Joint interests

Coal Industry Act 1994 (c. 21)

Rights attached to shares held by way of security

Estate Agents Act 1979 (c. 38)

Competition Act 1980 (c. 21)

Agricultural Marketing (Northern Ireland) Order 1982 (S.I. 1982/1080 (N.I. 12))

Telecommunications Act 1984 (c. 12)

Gas Act 1986 (c. 44)

Companies (Northern Ireland) Order 1989 (S.I. 1990/593 (N.I. 5))

Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))

Gas (Northern Ireland) Order 1996 (S.I. 1996/275 (N.I. 2))

Terrorism Act 2000 (c. 11)

Transport Act 2000 (c. 38)

1A

Section 22(7)(a) (meaning of “the decision-making authority”) has effect as if after “section 33” there were inserted “, 68B or 68C”.

Joint arrangements

Shares held by nominees

Rights treated as held by person who is able to control their exercise

Arrangements

Rights exercisable only in certain circumstances etc

Telecommunications Act 1984 (c. 12)

Airports (Northern Ireland) Order 1994 (S.I. 1994/426 (N.I. 1))

Water Industry Act 1991 (c. 56)

Gas Act 1986 (c. 44)

Water Industry Act 1991 (c. 56)

Termination of undertakings and orders

Airports Act 1986 (c. 31)

Transport Act 2000 (c. 38)

Requirements for accepting undertakings and making orders

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

Company Directors Disqualification Act 1986 (c. 46)

Coal Industry Act 1994 (c. 21)

Employment Rights Act 1996 (c. 18)

Agricultural Marketing Act 1958 (c. 47)

Public Records Act 1958 (c. 51)

Estate Agents Act 1979 (c. 38)

Competition Act 1980 (c. 21)

Civil Aviation Act 1982 (c. 16)

Agricultural Marketing (Northern Ireland) Order 1982 (S.I. 1982/1080 (N.I. 12))

Airports Act 1986 (c. 31)

Water Act 1989 (c. 15)

Companies Act 1989 (c. 40)

Water Industry Act 1991 (c. 56)

Broadcasting Act 1990 (c. 42)

Water Industry Act 1991 (c. 56)

Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))

Osteopaths Act 1993 (c. 21)

Railways Act 1993 (c. 43)

Gas (Northern Ireland) Order 1996 (S.I. 1996/275 (N.I. 2))

Coal Industry Act 1994 (c. 21)

Airports (Northern Ireland) Order 1994 (S.I. 1994/426 (N.I. 1))

Gas (Northern Ireland) Order 1996 (S.I. 1996/275 (N.I. 2))

Data Protection Act 1998 (c. 29)

Competition Act 1998 (c. 41)

Greater London Authority Act 1999 (c. 29)

Terrorism Act 2000 (c. 11)

Transport Act 2000 (c. 38)

34ZD

(1) Subsection (2) applies where the following conditions are met—

(a) arrangements or proposed arrangements might have resulted or might result in the creation of a relevant merger situation (the “arrangements concerned”),

(b) no reference has been made under section 22 or 33 in respect of the arrangements concerned, and

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