FNZ / GBST merger inquiry

The CMA investigated the completed acquisition of GBST Holdings Limited by FNZ (Australia) Bidco Pty Ltd.

From:
Competition and Markets Authority
Published
18 November 2019
Last updated
18 January 2022 — See all updates
Case type:
Mergers
Case state:
Closed
Market sector:
Financial services
Outcome:
Mergers - phase 2 clearance with remedies
Opened:
18 November 2019
Closed:
18 January 2022

Remittal

Administrative timetable

Date of remittal: 21 January 2021

Contact

Email: FNZ.GBST@cma.gov.uk

Case closure summary

18 January 2022: The divestiture of GBST was approved by the CMA and completed on 22 December 2021. This brings the merger investigation to a close.

Remedy group appointed

21 September 2021: The CMA appointed the following panel group members to the FNZ/GBST remedy group.

Martin Coleman (Chair), Colleen Keck, John Thanassoulis, and Jeremy Newman

Final undertakings

25 August 2021: The CMA has accepted final undertakings and the reference has now been fully determined.

Notice of proposal to accept final undertakings

2 August 2021: The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings by 5pm on 17 August 2021.

Final report on the remittal

4 June 2021: After its Remittal Inquiry, the CMA has found that the completed acquisition by FNZ of GBST has resulted or may be expected to result, in creating a substantial lessening of competition, as a result of horizontal unilateral effects, in the supply of Retail Platform Solutions in the UK.

Responses to provisional report and remedies paper

Provisional Report on the remittal

15 April 2021: The CMA has provisionally found that the completed acquisition by FNZ of GBST gives rise to competition concerns.

Submissions

Conduct of the remittal

29 January 2021: The CMA has published its conduct of the remittal document in which it sets out the way in which it intends to conduct the remittal process, particularly with regard to scope of the remittal, information-gathering and consultation.

If you wish to provide written comments on the matters set out in this document please send these to the CMA by 12 February 2021.

Remittal group appointed

Following the remittal by the Competition Appeal Tribunal on 21 January 2021, the Remittal Group was appointed on 25 January 2021.

Martin Coleman (Chair), Colleen Keck, John Thanassoulis, and Jeremy Newman

Remittal update

26 January 2021: On 21 January 2021, following the CMA’s request, CAT ordered the remittal of the CMA’s Phase 2 Decision to the CMA, in respect of the finding of a substantial lessening of competition and the final decision as to remedy.

Phase 2

Administrative timetable

Referral date: 8 April 2020

Statutory deadline: 17 November 2020

Notice of application to challenge the CMA’s final decision

24 December 2020: FNZ has submitted a Notice of Application to challenge the CMA’s final decision in this case to the Competition Appeal Tribunal (CAT).

Following receipt of the Notice of Application, the CMA identified certain potential errors in its market share calculations as a result of the provision of inconsistent information during the course of the CMA’s investigation.

The CMA will now ask the CAT to send the case back to the CMA to reconsider.

Notice of proposal to accept final undertakings

15 December 2020: The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings by 5pm on 30 December 2020.

Notice of extension of statutory period

Final report

5 November 2020: The CMA has found that the completed acquisition by FNZ of GBST has resulted or may be expected to result, in creating an SLC, as a result of horizonal unilateral effects, in the supply of Retail Platform Solutions in the UK.

Responses to provisional findings and possible remedies

Provisional findings

5 August 2020: The CMA has provisionally found the completed acquisition by FNZ (Australia) Bidco Pty Ltd. of a controlling interest in GBST Holdings in 2019 gives rise to competition concerns.

Response to Issues statement

24 June 2020: FNZ has responded to the CMA’s issues statement.

FNZ Initial Phase 2 Submission

Interim order

13 May 2020: The CMA has made an Interim Order under section 81 of the Enterprise Act 2002.

Issues statement

7 May 2020: The issues statement sets out the scope of the inquiry. It outlines initial theories on what might be adversely affecting competition, but it does not set out findings or conclusions.

Inquiry group appointed

21 April 2020: Jeremy Newman has been appointed to the Group and has replaced Humphrey Battock as a Group member.

16 April 2020: The CMA has appointed the inquiry group.

Martin Coleman (Chair), Colleen Keck, John Thanassoulis and Humphrey Battock

Disclosure of interests

Terms of reference

8 April 2020: the CMA has referred the completed acquisition by FNZ (Australia) Bidco Pty Ltd of GBST Holdings Limited for an in-depth investigation.

Phase 1

Statutory timetable

Phase 1 Date Action
30 March 2020 Phase 1 decision announced
4 February to 18 February 2020 Invitation to comment
3 February 2020 Launch of merger inquiry
14 November 2019 Initial enforcement order

Reference decision

8 April 2020: The CMA has referred the completed acquisition by FNZ (Australia) Bidco Pty Ltd of GBST Holdings Limited for an in-depth investigation, on the basis that, on the information currently available to it, it is or may be the case that this merger constitutes a relevant merger situation that has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom.

Reference unless undertakings accepted

30 March 2020: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger has resulted or may be expected to result in a substantial lessening of competition within a market or markets in the United Kingdom. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address these competition concerns.

Invitation to comment: now closed

4 February 2020: The Competition and Markets Authority (CMA) is considering whether it is or may be the case that this transaction has resulted in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation has resulted in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

To assist it with this assessment, the CMA invites comments on the transaction from any interested party.

These comments should be provided by the deadline set out above.

Launch of merger inquiry

3 February 2020: The CMA announced the launch of its merger inquiry by notice to the parties.

Directions to appoint a monitoring trustee

3 December 2019: Pursuant to an initial enforcement order dated 22 November 2019, the CMA directed FNZ (Australia) Bidco Pty Ltd, FNZ (UK) Ltd and Kiwi Holdco CayCo Ltd to appoint a monitoring trustee.

Re-issue of initial enforcement order

22 November 2019: The CMA has served an initial enforcement order under section 72(2) of the Enterprise Act 2002, in relation to the completed acquisition by FNZ (Australia) Bidco Pty Ltd of GBST Holdings Limited.

Amendments/consents granted

Revocation order

22 November 2019: The Competition and Markets Authority (CMA) has made a Revocation Order under section 72(4) of the Enterprise Act 2002 in relation to the completed acquisition by FNZ (Australia) Bidco Pty Ltd of GBST Holdings Limited. This Order revokes the initial enforcement order that the CMA imposed on 14 November 2019 and is without prejudice to the CMA’s ongoing investigation into the acquisition.

Initial enforcement order

14 November 2019: the CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on FNZ (UK) Ltd, Kiwi Holdco CayCo Ltd and FNZ (Australia) Bidco Pty Ltd in relation to the completed acquisition of GBST Holdings Limited by FNZ (Australia) Bidco Pty Ltd.

Updates to this page

Published 18 November 2019
Last updated 18 January 2022 + show all updates

  1. Case closure summary published.

  2. Panel group members appointed to remedy group.

  3. Final undertakings published.

  4. The CMA gives notice of the proposal to accept final undertakings and is inviting comments on the proposed draft undertakings.

  5. Derogation published.

  6. Derogation published.

  7. Final report on the remittal and appendices published.

  8. Summary of the final report on the remittal published.

  9. Responses to the remedies paper published.

  10. Derogation published.

  11. Responses to provisional report and remedies paper published.

  12. Derogations published.

  13. Provisional report on the remittal, including summary of the provisional findings and notice of provisional findings, published.

  14. Derogation published.

  15. Updated administrative timetable published.

  16. Derogation and FNZ's submission on CMA's emerging thinking paper published.

  17. Derogation published.

  18. FNZ's response to conduct of the remittal published.

  19. Conduct of remittal and remittal administrative timetable published.

  20. On 21 January 2021, following the CMA’s request, the Competition Appeal Tribunal ordered the remittal of the CMA’s Phase 2 Decision to the CMA, in respect of the finding of a substantial lessening of competition and the final decision as to remedy.

  21. FNZ has submitted a Notice of Application to the Competition Appeal Tribunal (CAT) to challenge the CMA’s final decision in this case.

  22. Derogation published.

  23. Notice of proposal to accept final undertakings published.

  24. Summary of final report, final report and appendices to the final report published.

  25. Derogation published.

  26. Derogation published.

  27. Additional third party responses published.

  28. Third party responses to provisional findings and remedies notice published.

  29. FNZ response to provisional findings published.

  30. Derogation published.

  31. Parties’ responses to notice of possible remedies published.

  32. Notice of extension published.

  33. Provisional findings, appendices and glossary published.

  34. Summary of provisional findings, notice of provisional findings and remedies notice published.

  35. Derogation 24 July 2020 published.

  36. Derogation 14 July 2020.

  37. Derogation 8 July 2020 published.

  38. FNZ's response to issues statement published.

  39. Derogation letter published.

  40. Derogation added to the page. FNZ initial phase 2 submission re-added to the page, following a request for edits to be made to the document.

  41. FNZ Phase 2 Initial submission and derogation published.

  42. The CMA has made an inerim order. The notice of making an interim order, interim order, and directions for appointment of a monitoring trustee have been published

  43. Issues statement published.

  44. Derogation 1 May 2020 published.

  45. Administrative timetable published.

  46. Phase 1 full text decision and derogation published.

  47. Inquiry group update published.

  48. Inquiry group appointed, and disclosure of interests and derogation published.

  49. Terms of reference and decision to refer published.

  50. Phase 1 decision announced.

  51. Derogation published.

  52. Derogations published.

  53. Derogations published.

  54. Launch of merger inquiry announced and derogations published.

  55. Derogation published.

  56. Directions to appoint a monitoring trustee and derogations published.

  57. Revocation order and re-issue of initial enforcement order published.

  58. First published.

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