Redland plc

1. Description of merger: Redland plc and Steetley plc

2. Date of original undertakings:  Press release: 3 March 1992

3. Companies giving undertakings: Redland plc

4. Details of undertakings: Divestment undertakings

(i) To dispose within 18 months of its acquisition of 50 per cent or more of the issued share capital of Steetley, of all interests in the following businesses ('the Businesses'):

(a) Steetley's UK clay roofing tile manufacturing business together with, if the purchaser wishes to acquire them, the clay reserves currently available to Steetley at the Keele and Knutton sites and the Walleys clay pit near Newcastle-under-Lyme in Staffordshire;

(b) Steetley's brick manufacturing business carried on at Cranleigh in Surrey and Tilmanstone in Kent, including clay and colliery shale reserves at those sites. Such disposal is to be to a person approved by the Director General.

(ii) Following such disposal:

(a) not to hold: any interest in the Businesses; or any shares or interest in shares in any company carrying on or having control of the Businesses; or any other interest carrying an entitlement to vote at meetings of any such company;

(b) not to acquire, other than in the ordinary course of business, any assets of the Businesses;

(c) to procure that none of its employees or directors will hold or be nominated to any directorship or managerial position in any company or other undertaking carrying on or having control of the Businesses;

(d) not to participate in the formulation of any policy concerning the Businesses.

(iii) Not to take steps which might impede the disposal of the Businesses or its ability to operate viably as a going concern following the disposal and, in particular to procure that:

(a) other than in the ordinary course of business no assets, or interest in any assets, used in the Businesses are transferred;

(b) other than in the ordinary course of business the nature, standard and extent of the activities of the Businesses are maintained;

(c) no steps are taken which might lead to the integration of the Businesses with any other business.

(iv) Nothing in these undertakings shall prevent a holding of less than 15 per cent of the issued share capital of any company which carries less than 15 per cent of the voting rights exercisable at meetings of such company.

5. Date of amendments: N/A

6. SIC code: 26.40 (Bricks and clay tiles)

14.22 (Clay)

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