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The UK’s competition regulator has launched a fresh investigation into Microsoft’s proposed £55bn takeover of Call of Duty maker Activision Blizzard after the tech firm offered a new remedy in a bid to get the deal over the line.

The Competition and Markets Authority (CMA) confirmed on Tuesday that it stood by its final decision to block the original deal despite intense pressure from the pair for a change of heart.

That ruling, to protect innovation and choice in cloud gaming, forced Microsoft to come up with a new offer to satisfy the watchdog after it cleared EU scrutiny.

US regulators have paused their own bid to block the planned tie-up despite similar concerns.

The new proposal to the CMA would see Activision’s cloud streaming rights outside of the EU being sold to Ubisoft Entertainment.

The planned divestment would cover all current and future Activision PC and console games released during the next 15 years.

The CMA said that the terms would allow Ubisoft to commercialise these rights to other cloud gaming services providers, including Microsoft and its own Xbox Cloud Gaming offer.

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The proposal, it said, had prompted a new so-called Phase 1 investigation which the CMA would aim to complete by 18 October.

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The $69bn video game deal explained

“Microsoft has stated that the restructured deal is intended to address the concerns set out in the CMA’s Final Report in April,” the regulator said in its statement.

“In particular, the transaction is intended to provide an independent third-party content supplier, Ubisoft, with the ability to supply Activision’s gaming content to all cloud gaming service providers (including to Microsoft itself).

“Ubisoft will be able to license out Activision’s content under different business models, including subscription services.

“The deal also proposes that Ubisoft would have the ability to require Microsoft to provide versions of games on operating systems other than Windows.”

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CMA boss explains block on Microsoft-Activision deal

Sarah Cardell, the CMA’s chief executive, said of the fresh inquiry: “This is not a green light.

“We will carefully and objectively assess the details of the restructured deal and its impact on competition, including in light of third-party comments.

“Our goal has not changed – any future decision on this new deal will ensure that the growing cloud gaming market continues to benefit from open and effective competition driving innovation and choice.”

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Surprise fall in retail sales in December, ONS figures show

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Surprise fall in retail sales in December, ONS figures show

There has been a surprise contraction in retail sales in December, despite the month being key for many retailers due to Christmas shopping, official figures show.

Retail sales fell 0.3% last month, according to the Office for National Statistics (ONS).

No drop at all was expected, not least a 0.3% drop. Sales growth of 0.4% had been forecast by economists.

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The figures are of significance as they measure household consumption, the largest expenditure across the UK economy.

Low household consumption can mean economic growth is harder to achieve. The government has repeatedly said growth is its top priority.

Who did well and who didn’t?

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The December drop is due to a “very poor” month for food sales, which sank to the lowest level since 2013, hurting supermarkets in particular, the ONS said.

The data is in contrast to reports from supermarkets themselves, which reported stellar Christmas trading.
It suggests that small shoppers bore the brunt of the decline.

Clothes and household goods shops had a better month and reported strong Christmas trading, it added.

These retailers rebounded from falls in recent months.

The ONS also revised down November retail sales growth. Rather than growth of 0.2% in a time of Black Friday discounting, sales rose just 0.1%.

What does it say about the economy?

When the data is not seasonally adjusted to account for Black Friday falling later last year, a brighter picture is shown.

“Our figures when not adjusted for seasonal spending show overall retail sales grew more strongly than in recent December”, the ONS senior statistician Hannah Finselbach said.

Behind the headline figure is more positive news, sales volumes excluding petrol increased 2.9% compared to December 2023.

It caps off a week of news that paints a mixed picture of the economy.

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Inflation in the UK falls

While prices are rising at a slower pace than expected, overall growth is weaker than expected.

Friday’s data means it’s now more likely the economy flatlined in the final three months of the year.

Analysts Pantheon Macroeconomics said the statistics raise the risk of a small GDP fall during the quarter.

No growth was already recorded from July to September, the ONS said.

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Russia sanctions: Fears over UK enforcement by HMRC

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Russia sanctions: Fears over UK enforcement by HMRC

Fears have been raised over the robustness of Britain’s trade sanctions against Russia after the main government department enforcing the rules admitted it has no idea how many cases it is investigating.

HM Revenue and Customs (HMRC), which monitors and polices flows of goods in and out of the country, says it had no central record of how many investigations it’s carrying out into Russian sanctions. It also said that while it had issued six fines in relation to sanction-breaking since 2022, it would not name the firms sanctioned or provide any further detail on what they did wrong.

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The disclosures were part of a response to a Freedom of Information (FOI) request from Sky News, as part of its wider investigation into the sanctions regime against Russia.

In recent months we’ve reported on data showing flows of goods, including dual-use items which can be turned into weapons, from the UK into Caucasus and Central Asian states. We’ve shown how luxury British cars are being transported across the border from the Caucasus into Russia. And we’ve shown the contrast between rhetoric and reality on the various rules clamping down on trade in Russian fossil fuels.

But despite the challenges facing the sanctions regime, information on the enforcement of those sanctions is quite scant. The Office of Financial Sanctions Implementation (OFSI) has so far only imposed a single £15,000 fine for breach of financial sanctions – in other words those moving money in or out of Russia or helping sanctioned individuals do so.

HMRC has so far issued six fines in relation to Russian sanctions, but it refused to name any companies or individuals affected by the fines – or to provide any further details on what they were doing to break the rules. And, unlike other organisations, such as OFSI, it has never said how many cases it is working on – giving little sense of the scale of the pipeline of forthcoming action.

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 Fines
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Fines

Asked by Sky News to provide such details under FOI legislation, HMRC said: “The number of current investigations which may involve these sanctions, regardless of the eventual outcome, is not centrally recorded.

“To determine how many investigations are within scope of your request would require a manual search of a significant number of records, held by different business areas. Not all investigations reach the level of formal cases being opened, but these investigations are still recorded as compliance activity which would need to be manually reviewed to provide an answer.”

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October: Are Russia sanctions working?

Mark Handley, a partner at law firm Duane Morris, has spent years monitoring the information released on sanctions cases. He said: “If you’re trying to organise an organisation like HMRC in terms of resourcing and all the rest of it, you would think that they might know how many investigations they have ongoing and how to staff all of those. So I’m surprised that they didn’t have that number to hand.”

HMRC also said it would protect the privacy of companies fined for breaking sanctions rules. The FOI response continued: “HMRC do not consider that disclosing the company name would drive compliance, promote voluntary disclosure or be proportionate.”

This is in stark contrast to other countries, notably the US, where companies are routinely named and shamed in an effort to drive compliance.

Enforcement
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Enforcement

Leigh Hansson, partner at legal firm Reed Smith and a sanctions expert, said: “The US loves to name and shame, and I think from a US compliance perspective, it’s actually done quite a lot in further enforcing compliance both within the United States and globally.

“Because once you see a company [has] been fined or they’re placed on the specially-designated nationals list, all the other companies in their industry call around going: ‘hey, am I next?’

“And they want to know what it is that the company did – how did they violate sanctions?”

“One of the things the United States does in these penalty announcements is they provide background on the things the company did wrong, but these are also the things the company did right… And the information that they publish is quite helpful.”

The absence of such disclosure in the UK means both businesses and the public more widely have less clarity on the rules – which in turn may help explain why the regime has been more leaky than expected, with goods still flowing towards Russian satellite states, despite the fact that sanctions prohibit even indirect flows of goods to Russia.

Mr Handley said one consequence of the secrecy from HMRC is that “you’re operating in a vacuum, at the moment. Because the government’s not giving you the information that tells you what kind of conduct gets you to a civil settlement as opposed to a criminal prosecution”.

“So, again, even if you’re keeping the name anonymous, you can help businesses and individuals behave better and properly by giving more information,” he added.

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Pizza Hut salvages restaurants’ future with pre-pack sale

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Pizza Hut salvages restaurants' future with pre-pack sale

The future of Pizza Hut’s restaurants in Britain has been salvaged after the business was sold out of insolvency proceedings to the brand’s main partner in Denmark and Sweden.

Sky News can reveal that Heart With Smart (HWS), Pizza Hut’s dine-in franchise partner in the UK, was sold on Thursday to an entity controlled by investment firm Directional Capital.

The pre-pack administration – which was reported by Sky News on Monday – ends a two-month process to identify new investors for the business, which had been left scrambling to secure funding in the wake of Rachel Reeves’s October budget.

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Sources said that only one Pizza Hut restaurant would close as part of the deal.

More than 3,000 jobs have been preserved as a result of the transaction with Directional Capital-owned vehicle DC London Pie, they added.

“Over the past six years, we have made great progress in building our business and strengthening our operations to become one of the UK’s leading hospitality franchise operators, all whilst navigating a challenging economic backdrop,” Jens Hofma, HWS’s chief executive, said in response to an enquiry from Sky News on Thursday.

“With the acquisition by Directional Capital announced today, the future of the business has been secured with a strong platform in place.”

Dwayne Boothe, an executive at Directional Capital, said: “This transaction marks an important milestone for Directional Capital as we continue to build the Directional Pizza platform into a premier food & beverage operator throughout the UK and Europe.

“Directional Pizza continues to invest in improving food and beverage across its growing 240 plus locations in Europe and the UK.”

The extent of a rescue deal for Pizza Hut’s UK restaurants had been cast into doubt by the government’s decision to impose steep increases on employers’ national insurance contributions (NICs) from April.

These are expected to add approximately £4m to HWS’s annual cost base – equivalent to more than half of last year’s earnings before interest, tax, depreciation and amortisation.

Until the pre-pack deal, HWS was owned by a combination of Pricoa, a lender, and the company’s management, led by Mr Hofma.

They led a management buyout reportedly worth £100m in 2018, with the business having previously owned by Rutland Partners, a private equity firm.

HWS licenses the Pizza Hut name from Yum! Brands, the American food giant which also owns KFC.

Interpath Advisory has been overseeing the sale and insolvency process.

Even before the Budget, restaurant operators were feeling significant pressure, with TGI Fridays collapsing into administration before being sold to a consortium of Breal Capital and Calveton.

Sky News also revealed during the autumn that Pizza Express had hired investment bankers to advise on a debt refinancing.

HWS operates all of Pizza Hut’s dine-in restaurants in Britain, but has no involvement with its large number of delivery outlets, which are run by individual franchisees.

Directional Capital, however, is understood to own two of Pizza Hut’s UK delivery franchisees.

Accounts filed at Companies House for HWS4 for the period from December 5, 2022 to December 3, 2023 show that it completed a restructuring of its debt under which its lenders agreed to suspend repayments of some of its borrowings until November next year.

The terms of the same facilities were also extended to September 2027, while it also signed a new ten-year Pizza Hut franchise agreement with Yum Brands which expires in 2032.

“Whilst market conditions have improved noticeably since 2022, consumers remain challenged by higher-than-average levels of inflation, high mortgage costs and slow growth in the economy,” the accounts said.

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It added: “The costs of business remain challenging.”

Pizza Hut opened its first UK restaurant in the early 1970s and expanded rapidly over the following 15 years.

In 2020, the company announced that it was closing dozens of restaurants, with the loss of hundreds of jobs, through a company voluntary arrangement (CVA).

At that time, it operated more than 240 sites across the UK.

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