National Security and Investment Act 2021

Procedure in respect of notifiable acquisition U.K.

14 Mandatory notification procedure U.K.

(1) Subject to subsection (2), a person must give notice to the Secretary of State before the person, pursuant to a notifiable acquisition, gains control in circumstances falling within section 6(2).

(2) Subsection (1) does not apply if the Secretary of State has already given a call-in notice, which has not been revoked, in relation to the proposed notifiable acquisition.

(3) A notice under subsection (1) is referred to in this Act as a mandatory notice.

(4) The Secretary of State may by regulations prescribe the form and content of a mandatory notice.

(5) As soon as reasonably practicable after receiving a mandatory notice, the Secretary of State must decide whether to reject or accept the notice.

(6) The Secretary of State may reject the mandatory notice on one or more of the following grounds—

(a) it does not meet the requirements of this section,

(b) it does not meet the requirements prescribed by the regulations,

(c) it does not contain sufficient information to allow the Secretary of State to decide whether to give a call-in notice in relation to the proposed notifiable acquisition.

(7) If the mandatory notice is rejected, the Secretary of State must, as soon as practicable, provide reasons in writing for that decision to the person who gave the notice.

(8) If the mandatory notice is accepted, the Secretary of State must—

(a) as soon as practicable, notify each relevant person, and

(b) before the end of the review period—

(i) give a call-in notice in relation to the proposed notifiable acquisition, or

(ii) notify each relevant person that no further action will be taken under this Act in relation to the proposed notifiable acquisition.

(9) The “review period” is the period of 30 working days beginning with the day on which the notification under subsection (8)(a) is given to the person who gave the mandatory notice.

(10) In this section “relevant person” means the person who gave the mandatory notice and such other persons as the Secretary of State considers appropriate.

Commencement Information

I1 S. 14(4) in force at 29.4.2021, see s. 66

Valid from 04/01/2022

15 Requirement to consider retrospective validation without application U.K.

(1) This section and section 16 apply to a notifiable acquisition that is completed without the approval of the Secretary of State and, accordingly, is void (see section 13(1)).

(2) The Secretary of State must, before the end of the period of 6 months beginning with the day on which the Secretary of State becomes aware of the notifiable acquisition—

(a) give a call-in notice in relation to the acquisition, or

(b) give a validation notice in relation to the acquisition to each relevant person and notify those persons that no further action will be taken under this Act in relation to the acquisition.

(3) The effect of a validation notice given under this section or section 16 or 17, is that the notifiable acquisition to which it relates is to be treated as having been completed with the approval of the Secretary of State (and, accordingly, is not void).

(4) In this section “relevant person” means—

(a) the person who was required to give a mandatory notice to the Secretary of State in relation to the acquisition (see section 14(1)), and

(b) such other persons as the Secretary of State considers appropriate.

16 Application for retrospective validation of notifiable acquisition U.K.

(1) Any person materially affected by the fact that a notifiable acquisition to which this section applies (see section 15(1)) is void, may apply to the Secretary of State for a validation notice in relation to the acquisition.

(2) An application under subsection (1) is referred to in this Act as a validation application.

(3) The Secretary of State may by regulations prescribe the form and content of a validation application.

(4) Subject to subsection (8), as soon as reasonably practicable after receiving a validation application, the Secretary of State must decide whether to reject or accept the application.

(5) The Secretary of State may reject the application on one or more of the following grounds—

(a) it does not meet the requirements of this section,

(b) it does not meet the requirements prescribed by the regulations,

(c) it does not contain sufficient information to allow the Secretary of State to decide whether to give a call-in notice in relation to the acquisition.

(6) If the application is rejected, the Secretary of State must, as soon as practicable, provide reasons in writing for that decision to the person who made the application.

(7) If the application is accepted, the Secretary of State must—

(a) as soon as practicable, notify each relevant person, and

(b) before the end of the review period—

(i) give a call-in notice in relation to the acquisition, or

(ii) give a validation notice in relation to the acquisition to each relevant person and notify those persons that no further action will be taken under this Act in relation to the acquisition.

(8) The Secretary of State is not required to consider a validation application in relation to an acquisition if, in the opinion of the Secretary of State, there has been no material change in circumstances since a previous validation application in relation to the acquisition was made.

(9) In this section—

• “relevant person” means the person who made the validation application and such other persons as the Secretary of State considers appropriate;

• the “review period” is the period of 30 working days beginning with the day on which the notification under subsection (7)(a) is given to the person who made the validation application.

Commencement Information

I2 S. 16(3) in force at 29.4.2021, see s. 66

Valid from 04/01/2022

17 Retrospective validation of notifiable acquisition following call-in U.K.

(1) This section applies where the Secretary of State has given a call-in notice pursuant to—

(a) subsection (2)(a) of section 15, or

(b) subsection (7)(b)(i) of section 16,

(and, accordingly, the trigger event to which the call-in notice relates is, or includes, a notifiable acquisition to which those sections apply.)

(2) If the Secretary of State gives a final notification in relation to the call-in notice, the Secretary of State must also give a validation notice in relation to the acquisition.

(3) A validation notice under this section must be given to—

(a) each person to whom the final notification is given,

(b) the person (if any) who made an application in relation to the acquisition under section 16, and

(c) such other persons as the Secretary of State considers appropriate.

(4) Subsection (5) applies if the Secretary of State makes a final order in relation to the call-in notice.

(5) So much of the notifiable acquisition as would, had it been completed after the making of the final order, have been completed in accordance with the order is to be treated as having been completed with the approval of the Secretary of State (and, accordingly, is not void).