On 11 November 2020, the UK government published the National Security and Investment Bill. The Bill forms part of a new regime to ensure that the government has the necessary powers to intervene in business takeovers, to protect national security.
See below our most frequently asked questions from clients on the Bill.
When will the Bill become law?
The Bill has passed through the House of Commons stage. Implementation is expected in March 2021.
What does the Bill try to stop?
The Bill creates new stand- alone powers for UK Government to block ‘notifiable acquisitions’ of shares or key assets of business operating in the UK which may affect national security. The law will impose a mandatory reporting obligation on buyers proposing to make acquisitions.
What types of business fall under its jurisdiction?
There is a list of 17 business sectors each broad in scope ranging from obviously sensitive areas such as Defence and military through to not so obvious areas such as Transport, data Infrastructure and suppliers to Government. See more here for details.
What is the value threshold for a transaction to fall foul of the proposed new law?
There is no minimum financial threshold or market share percentage minimum. There simply must be a risk to national security in a relevant business area.
What levels of acquisition is caught?
The new law will catch acquisitions of shares of 15% or over in a relevant business with other trigger levels such as 25% a, 50% and 75% of shares.
What other assets can be caught?
Acquisitions of land and material Intellectual property is also caught.
Once a buyer notifies the UK Government, how long does it have to wait?
The new law will have a set timetable for the new Government department to review the transaction. The first period of designated time is 30 days, but it may be extended. It is intended that online notifications will be made buy a buyer, but Government have the power to call for more information.
What if a buyer fails to notify an acquisition under the new law?
The acquisition can be declared void and criminal sanctions can apply to the buyer and (if a corporate) its directors.
For more information on The National Security and Investment Bill, please see here.