Dan Sabbagh: Analysis
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So, the Competition Commission finally decided that Sky’s 17.9 per cent shareholding was big enough to give it an undue influence over ITV. It is only the third time that the competition watchdog has concluded that material influence has existed where a shareholding is at a level less than 20 per cent. The first was when Royal Caribbean, the cruise company, bought 17 per cent of First Choice Holidays in 2002, the other when P&O took 16.1 per cent of European Ferries in 1986.
In each of these cases the shareholding was accompanied by a commitment to gain board-level representation, which Sky has not, so far, sought at ITV.
That suggests that Sky is unfortunate - but Sky was always facing an uphill battle once Michael Grade, the ITV executive chairman, voiced concern about the possibility of his competitor being able to block a special resolution requiring 75 per cent of those voting to support.
That worry is at the heart of this case, because not every shareholder votes and such a vote is probably required if ITV wants to make a large acquisition, or agree a takeover. Sky’s own arithmetic concludes that, given the likely absentions, its vote would amount to 24.8 per cent. The Commission took the view that at this level of investment there was little threat to plurality in news provision, not least because journalists do not like being told what to do. But such operational issues do not matter – its objection is still fundamental and will not change.
The risk involved must have been known when Sky spent £940 million seizing the shares, taking ITV away from Virgin Media and giving the commercial broadcaster the space to bring in Mr Grade. Sky is sitting on a £210 million loss, but ITV is now in recovery, while Virgin Media has to deal with takeover interest of its own. With Sky shares marked up, investors appear unwilling to criticise. Enough may have been achieved.
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