Duralay International Holdings Limited/Gates Consumer and Industrial Acquisition

Terms of Reference

Whereas it appears to the Secretary of State that it is or may be the fact that arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a merger situation qualifying for investigation, as defined in section 64(8) of the Fair Trading Act 1973 ("the Act"), in that:

(a) enterprises carried on by or under the control of Duralay International Holdings Ltd (one at least of which is carried on in the United Kingdom) will cease to be distinct from enterprises carried on by or under the control of Tomkins plc; and

(b) as a result, the condition specified in section 64(2) of the Act will prevail, or will do so to a greater extent, with respect to the supply of carpet underlay and gripper in the United Kingdom.

Now, therefore, the Secretary of State, in exercise of her powers under sections 64, 69(2) and 75 of the Act, hereby refers to the Competition Commission ("the Commission"), for investigation and report within a period ending on 18 October 2001, the following questions:

(i) whether arrangements are in progress, or in contemplation as described in paragraph (a) above, which, if carried into effect, will result in the creation of a merger situation qualifying for investigation;

(ii) if events so require, whether the actual results of those arrangements are the creation of such a situation; and

(iii) if so, in either case, whether the creation of that situation may be expected to operate or (if events so require) operates against the public interest.

In relation to the questions in paragraphs (i) and (ii) above the Commission shall exclude from consideration one of paragraphs (a) and (b) of section 64(1) of the Act if they find the other satisfied.