Stagecoach Holdings plc - and Porterbrook

1. Description of merger: Stagecoach Holdings plc and Porterbrook Leasing Company Ltd

2. Date of original undertakings: Press release: 23 December 1996

3. Companies giving undertakings: Stagecoach Holdings plc, Porterbrook Leasing Company Ltd and Porterbrook Leasing Company MEBO Ltd

4. Details of undertakings: Behavioural undertakings

(i) Neither Stagecoach or the Stagecoach Train operating companies, nor the Porterbrook Companies, shall:

(a) discriminate, except with certain limited exceptions, in any manner in the charges or prices charged, quoted or paid for Rolling Stock Supply; or

(b) give preference in respect of Rolling Stock Supply to Stagecoach companies as opposed to Non-Stagecoach Persons.

(ii) Except with limited exceptions, no director, manager or employee who is in a position to obtain commercially confidential information shall be involved at the same time (or within any three month period) in both the rolling stock and train operating businesses.

(iii) Stagecoach Train companies ('TCs') and Rolling Stock companies ('RSCs') and the Porterbrook companies shall provide, upon request, the Director General, the Franchising Director and the Rail Regulator such information or documents as he may reasonably require for the purposes of performing their functions under section 88 of the Fair Trading Act 1973 or the Railways Act 1993 (respectively).

(iv) (a) Neither the Porterbrook companies nor a Stagecoach RSC shall give any cross-subsidy to any Stagecoach TC.

(b) Neither Stagecoach nor Stagecoach TC shall give any cross-subsidy to any Stagecoach RSC.

(v) Stagecoach RSCs and the Porterbrook companies shall co-operate fully with any non-Stagecoach persons engaging in Train activity where information is sought on the availability, likely cost and likely terms and conditions of Rolling Stock Supply.

(vi) Stagecoach shall prepare and maintain separate accounting records of each of the separate businesses, or parts of businesses, identified by the Franchising Director and the Rail Regulator.

In these undertakings:

the 'Porterbrook companies' means Porterbrook Leasing Company MEBO Ltd and Porterbrook Company Ltd

'Rolling Stock Supply' means:

(a) the supply of rolling stock;

(b) the Supply of Heavy Maintenance Services (including, without limitation, refurbishment and reconfiguration) or parts for, or any other services relating to rolling stock; or

(c) the enforcement of warrants relating to the manufacture of, such rolling stock.

'Train Activity' means:

(a) the provision of Franchised Services;

(b) the making of a bid to enter into a Franchising Agreement, or the planning or preparation of such a bid;

(c) the provision of services for the carriage of passengers by railway otherwise than under a Franchising Agreement, or the planning or preparation of the provision of such services; or

(d) the planning or preparation by any person of proposals that any enterprise involving the provision of services for the carriage of passengers by railway should cease to be distinct (for the purposes of Part V of the 1973 Act) from any enterprise carried on by that person.

5. Date of amendments: N/A

6. SIC code: 60.10/2 (Other transport via railways)

35.20 (Manufacture of railway and tramway locomotive and rolling stock)

63.21 (Other supporting land transport activities)

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