Decision Nº M/10/036 from Competition and Consumer Protection Commission, 2010-11-02

Decision NumberM/10/036
PartiesTotal Fitness Group Holdings (Ireland) / Total Fitness (UK) Limited (in administration),Barclays Bank plc
StatusCleared (Phase 1)
M/10/036 - Barclays PLC/Total Fitness 1
DETERMINATION OF MERGER NOTIFICATION M/10/036 -
Barclays Bank /Total Fitness
Section 21 of the Competition Act 2002
Proposed acquisitio n by Barclays Bank PLC of Total Fitness (UK)
Limited (In Administration) and Total Fitness Holdings (Irelan d)
Limited
Dated 2 November 2010
Introduction
1. On 12 Octob er 2010, i n accordance with section 18 of the Competition
Act 2002 (the “Act”) , the Competition Authority (the “Authority”)
received a notification of a proposed transaction whereby Barclays
Bank PLC (“Barclays”), would ac quire sol e control of the business and
assets of Total Fitness (UK) Limited (in Administration) and acquire
sole control of Total Fitness Holdings (Ireland) Limited, (collectively
“Total Fitness”),
1
from the Total Fitness Group (“TFG”).
The Undertakings Involved
The Acquirer
2. Barclays is a major global financial service provider engaged in retail
and commercial banking, credit cards services, investment banking,
wealth management and investment management services. Barclays
operates in over sixty countries worldwide.
3. In the State, Barclays provides financial services to high net–worth
individuals, large corporate cl ients, g overnment and i nstitutional
clients. These services include integrated bank ing and strategic
advisory services, financing and risk management services, investment
management, fiduciary and brokerage services .
4. For the financial year ended 31 December 200 9, Barclays generated a
worldwide turnover of approximately €[…] million of which €[…] million
was generated within the State.
The Target
5. Total Fitness operates 24 health and fitness clubs across the State,
Northern England and Wales. Within th e State, Total Fitn ess operates
three health and fitness centres.
1
Total Fitness will be acquired by A ghoco 1035 Limited (“Aghoco”), a UK company newly
incorporated, primarily for this transaction. Aghoco is owned by Broomco (4224) Limited, which
in turn is jointly owned by Barclays, which has a 29.19% shareholding, capped at 49.9%, and
veto rights, Cooperative Bank PLC (Co-op Bank) which has a 19.99% shareholding, and Total
Fitness management who will have a 50.82% shareholding. By virtue of its veto rights in
Broomco, following completion Barclays will have sole control of Total Fitness.

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT