National Security and Investment Act 2021

Call-in notice for national security purposes

(1) The Secretary of State may give a notice if the Secretary of State reasonably suspects that— (a) a trigger event has taken place in relation to a…

Further provision about call-in notices

(1) No more than one call-in notice may be given in relation to each trigger event. (2) Subject to subsections (3) and (4), a call-in notice given on the…

Statement about exercise of call-in power

(1) The Secretary of State may publish a statement for the purposes of this section if the requirements set out in section 4(1) are satisfied. (2) The…

Consultation and parliamentary procedure

(1) Before the Secretary of State may publish a statement for the purposes of section 3 the Secretary of State must— (a) carry out such consultation as the…

Meaning of “trigger event” and “acquirer”

(1) For the purposes of this Act, a “trigger event” takes place when— (a) a person gains control of a qualifying entity, as set out in section 8, or (b) a…

Notifiable acquisitions

(1) The Secretary of State may make regulations for the purposes of this section (“notifiable acquisition regulations”). (2) A notifiable acquisition takes…

Qualifying entities and assets

(1) This section defines “qualifying entity” and “qualifying asset” for the purposes of this Act. (2) A “qualifying entity” is (subject to subsection (3)) any…

Control of entities

(1) For the purposes of this Act, a person gains control of a qualifying entity if the person acquires a right or interest in, or in relation to, the entity…

Control of assets

(1) For the purposes of this Act, a person gains control of a qualifying asset if the person acquires a right or interest in, or in relation to, the asset and…

Holding and acquiring interests and rights: supplementary

(1) Schedule 1 provides for particular cases in which a person is to be treated for the purposes of this Act as holding an interest or right. (2) A person is…

Exceptions relating to control of assets

(1) For the purposes of this Act a person is not to be regarded as gaining control of a qualifying asset by reason of an acquisition made by an individual for…

Trigger events: supplementary

(1) If a trigger event takes place over a period of more than one day, or if it is unclear when during a period of more than one day the event has taken place…

Approval of notifiable acquisition

— s. 13 — Approval of notifiable acquisition (1) A notifiable acquisition that is completed without the approval of the Secretary of State is void. (2) The…

Mandatory notification procedure

(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…

Requirement to consider retrospective validation without application

(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…

Application for retrospective validation of notifiable acquisition

(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…

Retrospective validation of notifiable acquisition following call-in

(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)…

Voluntary notification procedure

(1) This section does not apply in relation to— (a) arrangements which would result in a notifiable acquisition, (b) a trigger event that is, or includes, a…

Power to require information

(1) The Secretary of State may give a notice to a person (subject to section 21) to require the person to provide any information in relation to the exercise…

Attendance of witnesses

(1) The Secretary of State may give a notice to a person (subject to section 21) to require the person— (a) to attend at a time and place specified in the…

Information notices and attendance notices: persons outside the UK

(1) The Secretary of State may give an information notice or an attendance notice to a person outside the United Kingdom only if the person falls within…

False or misleading information

(1) This section applies where false or misleading information is provided to the Secretary of State— (a) in a mandatory notice, (b) in a validation…

Meaning of “assessment period”

(1) This section defines “assessment period” in relation to a call-in notice. (2) The assessment period begins with the day on which the call-in notice is…

Effect of information notice and attendance notice

(1) This section applies if an information notice or an attendance notice is given at any time during the assessment period in relation to a call-in notice…

Interim orders

(1) The Secretary of State may, during the assessment period in relation to a call-in notice, make an order if the Secretary of State reasonably considers that…

Final orders and final notifications

(1) The Secretary of State must, before the end of the assessment period in relation to a call-in notice— (a) make a final order, or (b) give a final…

Review, variation and revocation of orders

(1) This section applies in relation to an interim order and a final order. (2) The Secretary of State must keep each order under review and may vary or revoke…

Orders: supplementary

(1) This section applies in relation to an interim order and a final order. (2) As soon as practicable after making or varying an order, the Secretary of State…

Publication of notice of final order

(1) Subject to subsection (3), the Secretary of State must publish, in such manner as the Secretary of State considers appropriate, notice of the fact that—…

Financial assistance

— s. 30 — Financial assistance (1) The Secretary of State may, with the consent of the Treasury, give financial assistance to or in respect of an entity in…

Interaction with CMA functions under Part 3 of Enterprise Act 2002

(1) This section applies at any time when a final order is in force, or a final notification has been given, in relation to a trigger event which involves, or…

Offence of completing notifiable acquisition without approval

(1) A person who, pursuant to a notifiable acquisition, gains control in circumstances falling within section 6(2) commits an offence if, without reasonable…

Offence of failing to comply with order

(1) A person commits an offence if, without reasonable excuse, the person fails to comply with a requirement to which the person is subject under or by virtue…

Offences: information and attendance of witnesses

(1) A person commits an offence if— (a) the person fails, without reasonable excuse, to comply with a requirement of an information notice or an attendance…

Offences in relation to sharing information

(1) It is an offence for a person to use or disclose information in contravention of section 54 or 55(1). (2) It is a defence for a person charged with an…

Offences by bodies corporate etc

(1) If an offence under this Act is committed by a body— (a) with the consent or connivance of an officer of the body, or (b) due to any neglect on the part of…

Prosecution

and penalties — s. 37 — Prosecution Proceedings for an offence under this Act may be instituted— (a) in England and Wales, only by the Director of Public…

Proceedings against partnerships etc

(1) Proceedings for an offence under this Act may be brought— (a) where the offence is alleged to have been committed by a partnership, against the partnership…

Offences: penalties

(1) A person who commits an offence under section 32 (completing notifiable acquisition without approval) or 33 (failing to comply with interim or final order)…

Power to impose monetary penalties

(1) Subject to section 43(1), the Secretary of State may give a notice imposing a monetary penalty on a person if the Secretary of State is satisfied, beyond…

Permitted maximum penalties

(1) The following are the permitted maximum fixed penalties for an offence under section 32 or 33— (a) if the offence is committed by a business, the higher of…

Review, variation and revocation of monetary penalties

(1) The Secretary of State must keep a monetary penalty imposed by a penalty notice under review and may vary or revoke the penalty notice as the Secretary of…

Monetary penalties: criminal proceedings and convictions

(1) A penalty notice may not be given to a person in respect of an offence if— (a) criminal proceedings have been instituted but not concluded in respect of…

Recovering penalties

(1) Subsections (2) to (8) apply if all or part of a monetary penalty imposed by a penalty notice is unpaid by the time it is required to be paid. (2) The…

Monetary penalties: cost recovery

(1) The Secretary of State may give a notice to a person requiring the person to pay to the Secretary of State the costs incurred by the Secretary of State in…

Review, variation and revocation of cost recovery notice

(1) The Secretary of State must keep a cost recovery notice under review and may vary or revoke it as the Secretary of State considers appropriate. (2) If a…

Enforcement of cost recovery notice

(1) Subsections (2) to (8) apply if some or all of the costs payable under a cost recovery notice are unpaid by the time when they are required to be paid. (2)…

Enforcement through civil proceedings

(1) A person's duty to comply with a requirement to which the person is subject under or by virtue of an information notice, an attendance notice, an interim…

Procedure for judicial review of certain decisions

(1) This section applies to a claim for judicial review of a relevant decision. (2) A “relevant decision” means— (a) a decision or action under or by virtue of…

Appeals against monetary penalties

(1) A person who is given a penalty notice or a variation notice may appeal to the court. (2) A person may not appeal under this section after the end of the…

Appeals against costs

(1) A person given a cost recovery notice or a cost variation notice may appeal to the court. (2) A person may not appeal under this section after the end of…

Extra-territorial application and jurisdiction to try offences

(1) Sections 32, 33, 34 and 35 apply— (a) whether the offence is committed in the United Kingdom or elsewhere, (b) if the offence is committed by an…

Procedure for service, etc

(1) The Secretary of State may by regulations make provision for the procedure which must be followed when a provision of or made under this Act requires or…

Disclosure of information

(1) A public authority may disclose information to the Secretary of State for the purpose of facilitating the exercise by the Secretary of State of functions…

Disclosure of information held by HMRC

(1) A person who receives information disclosed under section 54 by Her Majesty's Revenue and Customs (or anyone acting on their behalf) may not— (a) use the…

Duty of CMA to provide information and assistance

The Competition and Markets Authority must give the Secretary of State— (a) such information in its possession as the Secretary of State may by direction…

Data protection

— s. 57 — Data protection (1) This section applies to a duty or power to disclose or use information where the duty or power is imposed or conferred by or…

Minor and consequential amendments and revocations

Schedule 2 contains minor amendments and amendments and revocations which are consequential on this Act.

Overseas information disclosure

In section 243(3)(d) of the Enterprise Act 2002, omit “3 or”.

Defamation

— s. 60 — Defamation For the purposes of the law relating to defamation, absolute privilege attaches to any notice or direction given, or decision, report or…

Annual report

— s. 61 — Annual report (1) The Secretary of State must, in relation to each relevant period— (a) prepare a report in accordance with this section, and (b) lay…

Transitional and saving provision in relation to the Enterprise Act 2002

(1) Nothing in this Act has effect in relation to anything that took place before 12 November 2020. (2) Subsections (3) and (4) apply in relation to events…

Regulations under this Act

(1) This section applies to regulations under this Act other than regulations under section 66 (commencement regulations). (2) Regulations are to be made by…

Financial provision

Any expenditure incurred by the Secretary of State under or by virtue of this Act is to be paid out of money provided by Parliament.

Interpretation

In this Act— “acquirer” has the meaning given by section 5(2), “assessment period” has the meaning given in section 23, “attendance notice” means a notice…

Short title, commencement and extent

(1) This Act may be cited as the National Security and Investment Act 2021. (2) This Part of this Act and the following provisions of this Act (which contain…

Sch. 1 para. 1

If two or more persons each hold an interest or right jointly, each of them is treated as holding that interest or right.

Sch. 1 para. 2

(1) If interests or rights held by a person and interests or rights held by another person are the subject of a joint arrangement between those persons, each…

Sch. 1 para. 3

(1) An interest or right held indirectly by a person is to be treated as held by the person. (2) A person holds an interest or right “indirectly” if the person…

Sch. 1 para. 4

An interest held by a person as nominee for another is to be treated as held by the other (and not by the nominee).

Sch. 1 para. 5

(1) Where a person controls a right, the right is to be treated as held by that person (and not by the person who in fact holds the right, unless that person…

Sch. 1 para. 6

(1) Rights that are exercisable by a person only in certain circumstances are to be treated as held by the person only— (a) when the circumstances have arisen…

Sch. 1 para. 7

Rights attached to shares held by way of security provided by a person are to be treated as held by that person— (a) where apart from the right to exercise…

Sch. 1 para. 8

Two or more persons who are connected with each other (within the meaning given by paragraph 9 or 10) are each to be treated as holding the combined interests…

Sch. 1 para. 9

(1) Two or more undertakings are connected if they are group undertakings in respect of each other. (2) In sub-paragraph (1), “undertaking” and “group…

Sch. 1 para. 10

(1) An individual, A, is connected with another individual, B, if— (a) A is B's spouse, civil partner or cohabitee, (b) A is a relative of B, (c) A is the…

Sch. 1 para. 11

(1) Two or more persons who share a common purpose in relation to an asset or entity are each to be treated as holding the combined interests or rights of both…

Sch. 1 para. 12

(1) In this Schedule “arrangement” includes— (a) any scheme, agreement or understanding, whether or not it is legally enforceable, and (b) any convention…

Sch. 2 para. 1

The Enterprise Act 2002 is amended in accordance with paragraphs 2 to 10.

Sch. 2 para. 2

(1) Section 23 (relevant merger situations) is amended as follows. (2) For subsections (1) and (2) substitute— (1) For the purposes of this Part, a relevant…

Sch. 2 para. 3

Omit section 23A.

Sch. 2 para. 4

In section 35(7) (questions to be decided in relation to completed mergers), for “, for the purposes of section 23(2)(b), the share of supply test is met,”…

Sch. 2 para. 5

In section 36(6) (questions to be decided in relation to anticipated mergers), for “, for the purposes of section 23(2)(b), the share of supply test will be…

Sch. 2 para. 6

In section 48(3) (cases where references or certain questions need not be decided), for “, for the purposes of section 23(2)(b), the share of supply test is or…

Sch. 2 para. 7

In section 58 (specified considerations), omit subsections (1) and (2).

Sch. 2 para. 8

In section 59 (intervention by Secretary of State in special public interest cases), omit subsections (3)(b)(i), (3B), (8) and (9).

Sch. 2 para. 9

In section 153 (specified considerations), omit subsection (2).

Sch. 2 para. 10

In paragraph 20(1) of Schedule 8 (national security) omit “(within the meaning of section 58(1))”.

Sch. 2 para. 11

In consequence of the preceding paragraphs, the following are revoked— (a) the Enterprise Act 2002 (Share of Supply Test) (Amendment) Order 2018 (S.I…