CMA requires NRG and Specialist Fleet Services to remain separate

NRG Fleet Services’ completed acquisitionGOV of Specialist Fleet Services (SFS) is subject to a CMA initial enforcement order requiring SFS to operate separately from the acquirer group unless the CMA gives prior written consent to a departurePublishing. The order commenced on 10 August 2026GOV and addresses NRG, Project Ribble Holdco, specified Astatine-related investment entities and SFSPublishing.

Without prior written CMA consent, the order prohibits action that could prejudice a reference or impede action by the CMA. This includes integration, ownership or control transfers, or impairment of independent competitionPublishing. It does not treat acts completed before commencement as breaches or require their reversalPublishing. The CMA’s case timetable still lists the formal phase 1 launch, invitation to comment and decision deadline as to be confirmed.

Unless the CMA consents, SFS must retain its separate sales or brand identityPublishing. NRG and SFS must remain going concerns, with resources based on their respective pre-merger business plansPublishing. The order preserves assets and servicesPublishing, restricts significant organisational and management changesPublishing, and requires separate customer and supplier lists, negotiations and contract servicingPublishing. Relevant ordinary-course exceptions applyPublishing; significant restructuring and post-merger integration fall outside the order’s definition of ordinary business. Key-staff changes and transfers are restrictedPublishing, and IT integration is prohibited subject to consent, with routine changes and maintenance permitted for SFS’s platforms.

Paragraph 5(l) of the initial order restricts the exchange of confidential information between the businessesPublishing. It permits exchange where strictly necessary in the ordinary course, including for regulatory or accounting obligations, due diligence, integration planning or merger-control proceedingsPublishing. If the transaction is prohibited, information shared under that exception must be returned and copies destroyed.

Later written consents qualify those restrictions. The 13 August consent permits NRG to extend directors’ and officers’ and professional indemnity insurance to SFS. The CMA’s derogation letter dated 19 August permits central payroll services. It separately permits HR services and limited recruitment-onboarding support. Recruitment decisions about roles, job descriptions and successful candidates remain exclusively with SFS employeesPublishing. Payroll, HR and recruitment information must be anonymised, aggregated or banded where practicable, unless individual data is necessary for specific matters.

The CMA’s IT-infrastructure derogation letter dated 21 August permits NRG to plan and execute SFS’s IT integration onto NRG’s systems. It also permits subsequent maintenance and support. One designated individual’s access ends when planning and integration finish. Integration must be limited to what is strictly necessary for the IT infrastructurePublishing and must not be difficult or costly to reverse.

These consents restrict information to what authorised individuals need for the permitted purposePublishing, require CMA-approved non-disclosure agreements and access controlsPublishing, and restrict those individuals’ commercial or strategic involvement. Changes to authorised individuals need prior written CMA consentPublishing. The HR consent separately restricts a senior adviser to exceptional or business-critical advice, without identifiable staff data or commercial strategy discussions, and requires discussion recordsPublishing. Information received under the consents must be returned and copies destroyed if prohibition or divestiture follows, subject to legal retention requirementsPublishing.

Compliance statements from each addressee’s chief executive or another CMA-agreed person were first required on 27 August 2026, then every two weeks, moving to the next working day where necessaryPublishing. The addressees must report material developments, including business interruptions exceeding 24 hoursPublishing, and immediately notify suspected breaches to the CMA and any appointed monitoring trusteePublishing.

The legal basis is the 10 August 2026 initial enforcement order under Enterprise Act 2002 section 72(2)GOV, with consents dated 13, 19 and 21 August under section 72(3C).