Decision Nº M/04/018 from Competition and Consumer Protection Commission, 2004-04-26

• Jurisdiction: Ireland
• Parties: BOSI,Kandel
• Date: 26 April 2004
• Decision Date: 26 April 2004
• Decision Number: M/04/018
• Court: Competition and Consumer Protection Commission

1

Determination No. M/04/018 of the Competition Authority, dated 26th April

2004, under Section 21 of the Competition Act, 2002

Notification No. M/04/018 – The proposed acquisition of control by Bank of

Scotland Ireland of Kandel plc

Introduction

1. On 26th March 2004 date the Competition Authority, in accordance with Section

18 (1) of the Competition Act, 2002 (“the Act”) was notified, on a mandatory

basis, of a proposal whereby Bank of Scotland Ireland (BOSI) would acquire

control over Kandel Plc

The Parties

2. BOSI is a wholly-owned subsidiary of HBOS plc. Both Halifax plc and the

Governor & Company of the Bank of Scotland are part of the HBOS group.

BOSI is active in a number of sectors in Ireland including commercial lending,

working capital, business current accounts, commercial asset finance, motor

finance, property finance and treasury and investments.

3. Kandel plc is a holding company. Kandel plc ultimately owns Conduit

Enterprises Limited, which operates in the Directory Enquiry Services market.

Acquisition of control

4. Under a subscription agreement, BOSI will subscribe for approximately 27.5% of

the voting shares in Kandel plc in addition to preferential shares. A shareholders

agreement provides that the approval of BOSI is necessary for key business

decisions, such as approval of the business plan and annual budget of Kandel plc.

These rights will enable BOSI to exercise decisive influence over Kandel plc and

thus amounts to an acquisition of control within the meaning of Section 16 of the

Competition Act 2002.

Analysis

5. Neither BOSI nor any other part of the HBOS group is active in the telephone

directory enquiry sector. As there is no overlap in the activities of the parties,

the transaction does not raise competition concerns.