Pennon / Sumisho Osaka Gas Water UK merger inquiry

Following completion of the transaction, Sumisho Osaka Gas Water UK Limited’s name was changed to Sutton and East Surrey Group Holdings Limited.

Statutory timetable

Phase 1

Undertakings in lieu of reference accepted

14 June 2024: The CMA has accepted undertakings in lieu of reference for the completed acquisition by Pennon Group plc of Sutton and East Surrey Group Holdings Limited.

• Full text decision (PDF, 164KB) (24.6.24)
• Final undertakings (PDF, 148KB) (14.6.24)

Undertakings in lieu of reference consultation: closed 5 June 2024

21 May 2024: The CMA is consulting on proposed undertakings in lieu of a reference to a Phase 2 investigation offered by the Parties.

• Notice of consultation (PDF, 117KB) (21.5.24)
• Proposed undertakings (PDF, 146KB) (21.5.24)

CMA to consider undertakings offered

14 May 2024: The CMA considers that there are reasonable grounds for believing that the undertakings offered by the Parties, or a modified version of them, might be accepted by the CMA under the Water Industry Act 1991.

• Decision that undertakings might be accepted (PDF, 119KB) (21.5.24)

Reference unless undertakings accepted

3 May 2024: The CMA has decided, on the information currently available to it, that it is or may be the case that this merger has prejudiced or will prejudice Ofwat’s ability to make comparisons between water enterprises. This merger will be referred for a phase 2 investigation unless the parties offer acceptable undertakings to address the adverse impact of the merger on Ofwat’s system of comparative regulation.

• Full text decision (PDF, 286KB) (21.5.24)
• Summary of phase 1 decision (PDF, 101KB) (3.5.24)
• Ofwat opinion (PDF, 650KB) (21.5.24)
• Press notice: Solutions offered to address impact of deal on water regulation (3.5.24)

Launch of merger inquiry

7 March 2024: The CMA announced the launch of its merger inquiry by notice to the Parties.

• Commencement notice (PDF, 93KB) (7.3.24)

Invitation to comment: closed on 12 March 2024

The Competition and Markets Authority (CMA) is considering pursuant to section 32(b) of the Water Industry Act 1991 (WIA91), whether it is or may be the case that a merger of two or more water enterprises has taken place and, if so, whether the creation of that situation is likely to prejudice Ofwat’s ability, in carrying out its functions, to make comparisons between water enterprises.

The CMA is issuing this preliminary ‘invitation to comment’ to allow interested parties to submit to the CMA any initial views on the impact that the transaction could have on water regulation in England and Wales. The CMA has not yet launched its formal investigation into this transaction. This invitation to comment is the first part of the CMA’s information-gathering process.

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

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

Initial enforcement order

8 January 2024: The Competition and Markets Authority (CMA) served an initial enforcement order under section 72(2) of the Enterprise Act 2002, as modified by the Water Mergers (Modification of Enactments) Regulations 2004, in relation to the completed acquisition by Pennon Group Plc of Sumisho Osaka Gas Water UK Limited.

• Initial enforcement order (PDF, 171KB) (29.1.24)

Amendments / consents granted

• Derogation letter 7 June 2024 (PDF, 113KB) (24.6.24)
• Derogation letter 24 May 2024 (PDF, 103KB) (24.6.24)
• Derogation letter 17 May 2024 (PDF, 114KB) (24.6.24)
• Derogation 4 April 2024 (PDF, 130KB) (1.5.24)
• Derogation 29 March 2024 (PDF, 116KB) (1.5.24)
• Derogation 29 February 2024 (PDF, 116KB) (5.3.24)
• Derogation 29 February 2024 (PDF, 116KB) (5.3.24)
• Derogation 20 February 2024 (PDF, 122KB) (5.3.24)
• Derogation 9 February 2024 (PDF, 132KB) (5.3.24)
• Derogation 9 January 2024 (PDF, 194KB) (29.1.24)
• Derogation 9 January 2024 (PDF, 137KB) (29.1.24)
• Variation order (PDF, 96KB) (29.1.24)

Contact

Please send written representations about any competition issues to: general.enquiries@cma.gov.uk.

Your name and contact details are your personal data. In collecting, receiving, storing, accessing and using your personal data, the CMA, as controller, is processing your personal data. The CMA processes personal data in accordance with data protection law. The CMA is processing your personal data so that it can contact you again, should it need further help or information from you, in order to carry out its merger work under Part 3 of the Enterprise Act 2002. For more information about how the CMA processes personal data and your rights relating to that data, please see our Privacy Notice.