Sanbra Fyffe Ltd / Share Purchase Agreement
Decision No. 558
Competition Law – Share Purchase Agreement – Application for a certificate, or in the alternative, a licence - Competition Act 1991, section 4
Sanbra Fyffe Ltd notified the competition authority in 1992 of a share purchase agreement which entitled the management of the company to buy out its shares. However, the agreement has expired and the authority will not issue a certificate or licence which would have no legal consequence. The Competition Authority so held without considering whether or not the agreement merited a licence or certificate.
Notification was made by Sanbra Fyffe Ltd on 30 September 1992 with a request for a certificate under Section 4(4) of the Competition Act, 1991 or, in the event of a refusal by the Competition Authority to grant a certificate, a licence under Section 4(2) in respect of a Share Purchase Agreement relating to a management buy out of shares in Sanbra Fyffe (1976) Ltd (Sanbra Fyffe).
The Competition Authority considers that, on the basis of the facts in its possession, the share purchase agreement (Notification No. CA/228/92E) between Sanbra Fyffe Ltd and others, has expired. The agreement in question was in existence at the time the Competition Act, 1991 came into force. The Authority has set out in Decision No. 527 its reasons for concluding that where such an agreement has terminated, a decision to issue or not to issue a certificate has no legal consequences and, by virtue of Section 7(3), no licence can now be awarded for the period during which the agreements operated. The Authority has, therefore, decided to close the file without considering whether or not the agreement merits a certificate or licence.
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