Williams Holdings plc

1. Description of merger: Williams Holdings plc and Racal Electronics plc

2. Date of original undertakings: Press release: 4 December 1991

3. Companies giving undertakings: Williams Holdings plc

4. Details of undertakings: Divestment undertakings

(i) To dispose within 15 months of all interests in Racal's UK lock safe and security vault business together with its non-UK safe and lock businesses to the extent that the UK business is dependent on these ('the Business') to a person approved by the Director General.

(ii) Following such disposal, at any time when Williams carries on or has control of any other business of the manufacture or supply of locks in the UK:

(a) not to hold: any interest in the Business; or any shares or interest in shares in any company carrying on or having control of the Business; 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 Business;

(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 Business;

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

(iii) Not to take any steps which might impede the disposal of the Business 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 Business are transferred;

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

(c) no steps are taken which might lead to the integration of the Business 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: 28.63 (Manufacture of locks)

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