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

CourtCompetition and Consumer Protection Commission (Ireland)
Date26 April 2004
StatusPreliminary investigation (Phase 1)
Decision Date26 April 2004
Decision NumberM/04/018
Determination No. M/04/018 of the Competition Authority, dated 26th April
Notification No. M/04/018 – The proposed acquisition of control by Bank of
Scotland Ireland of Kandel plc
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
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.

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