The National Security and Investment Act 2021 (Prescribed Form and Content of Notices and Validation Applications) Regulations 2021

PART 1 U.K. Information required in a voluntary notice

Notifying party name and contact details U.K.

1.  A statement setting out whether the notifying party is the acquirer, seller or qualifying entity.

Commencement Information

I1 Sch. 2 para. 1 in force at 4.1.2022, see reg. 1(1)

2.  The notifying party’s full name.

Commencement Information

I2 Sch. 2 para. 2 in force at 4.1.2022, see reg. 1(1)

3.  The notifying party’s address.

Commencement Information

I3 Sch. 2 para. 3 in force at 4.1.2022, see reg. 1(1)

4.  Where the notifying party is an entity, the full name of an individual who holds or occupies a position in relation to the entity and who can be contacted in relation to the notice and the following information in relation to that individual—

(a) the position held in the notifying party,

(b) email address, and

(c) telephone number.

Commencement Information

I4 Sch. 2 para. 4 in force at 4.1.2022, see reg. 1(1)

5.  Where the notifying party has authorised a representative to submit the form and accept service, the following information in relation to the representative—

(a) full name,

(b) business name,

(c) address,

(d) email address,

(e) telephone number, and

(f) the relationship between the representative and the notifying party.

Commencement Information

I5 Sch. 2 para. 5 in force at 4.1.2022, see reg. 1(1)

Acquirer’s name and contact details U.K.

6.  A statement as to whether there is more than one acquirer.

Commencement Information

I6 Sch. 2 para. 6 in force at 4.1.2022, see reg. 1(1)

7.  If the notifying party is not the acquirer, the following information in relation to the acquirer—

(a) full name, and

(b) address.

Commencement Information

I7 Sch. 2 para. 7 in force at 4.1.2022, see reg. 1(1)

8.  Where the acquirer is an entity, the full name, if known, of an individual who holds or occupies a position in relation to the entity and who can be contacted in relation to the notice, and the following information in relation to that individual—

(a) the position held in the entity,

(b) email address, and

(c) telephone number.

Commencement Information

I8 Sch. 2 para. 8 in force at 4.1.2022, see reg. 1(1)

9.  The control thresholds set out in subsections (2), (5) and (6) of section 8 or section 9 of the Act which are or are expected to be met by the acquirer and a description of the shares or voting rights being acquired by the acquirer.

Commencement Information

I9 Sch. 2 para. 9 in force at 4.1.2022, see reg. 1(1)

10.  Where the acquirer has authorised a representative to accept service under the Act on behalf of the acquirer, the following information in relation to the representative—

(a) full name,

(b) business name,

(c) address,

(d) email address,

(e) telephone number, and

(f) details of the relationship between the representative and the acquirer.

Commencement Information

I10 Sch. 2 para. 10 in force at 4.1.2022, see reg. 1(1)

11.  Where there is more than one acquirer involved in this acquisition, the information specified in paragraphs 7 to 10 must be provided in relation to each additional acquirer.

Commencement Information

I11 Sch. 2 para. 11 in force at 4.1.2022, see reg. 1(1)

Related notifications U.K.

12.  If known, a statement of whether the acquirer (or in a case where there is more than one acquirer, any of the acquirers) has submitted a notification to any overseas investment screening regimes within the last 12 months and specifying, if applicable, the following information about the notification—

(a) the name of the investment screening regime,

(b) the country, and

(c) any case numbers or reference numbers given.

Commencement Information

I12 Sch. 2 para. 12 in force at 4.1.2022, see reg. 1(1)

Acquisition details U.K.

13.  A statement specifying—

(a) whether the acquisition is in contemplation, in progress or has taken place,

(b) whether the notice is related to the acquisition of a qualifying asset or a qualifying entity, and

(c) if known, the date or the expected date of completion of the acquisition being notified.

Commencement Information

I13 Sch. 2 para. 13 in force at 4.1.2022, see reg. 1(1)

14.  If applicable, the following information about any approvals from a regulatory authority in the United Kingdom (including any approvals already given) required prior to completion of the acquisition—

(a) the name of the regulatory authority, and

(b) details of the nature of the approval, and

(c) any key dates associated with those approvals.

Commencement Information

I14 Sch. 2 para. 14 in force at 4.1.2022, see reg. 1(1)

Details of the qualifying entity being acquired (to be provided in relation to an entity acquisition only) U.K.

15.  The qualifying entity’s full name.

Commencement Information

I15 Sch. 2 para. 15 in force at 4.1.2022, see reg. 1(1)

16.  The qualifying entity’s address.

Commencement Information

I16 Sch. 2 para. 16 in force at 4.1.2022, see reg. 1(1)

17.  If applicable, the qualifying entity’s website address.

Commencement Information

I17 Sch. 2 para. 17 in force at 4.1.2022, see reg. 1(1)

18.  If known, the full name of an individual who holds or occupies a position in relation to the qualifying entity and who can be contacted in relation to the notice and the following information about that person—

(a) the position held in the qualifying entity,

(b) email address, and

(c) telephone number.

Commencement Information

I18 Sch. 2 para. 18 in force at 4.1.2022, see reg. 1(1)

19.  If the qualifying entity is registered in the United Kingdom, the following information—

(a) the Companies House registration number, and

(b) the Standard Industrial Classification code.

Commencement Information

I19 Sch. 2 para. 19 in force at 4.1.2022, see reg. 1(1)

20.  If the qualifying entity is formed or recognised under the law of a country or territory outside the United Kingdom, the following information in relation to the qualifying entity—

(a) the country of incorporation, and

(b) the full registration details within the country of incorporation.

Commencement Information

I20 Sch. 2 para. 20 in force at 4.1.2022, see reg. 1(1)

21.  A description of the activities or services the qualifying entity provides or carries out.

Commencement Information

I21 Sch. 2 para. 21 in force at 4.1.2022, see reg. 1(1)

22.  If known, a statement as to whether the qualifying entity is authorised to receive and/or store information which has been given a United Kingdom government security classification and, if it is, the following information—

(a) the classification level,

(b) the government department, agency or public body from which the information came, and

(c) a description of the information held by the qualifying entity under the authorisation.

Commencement Information

I22 Sch. 2 para. 22 in force at 4.1.2022, see reg. 1(1)

23.  If known, a statement as to whether the qualifying entity holds any licences to operate in the United Kingdom and. if it does, the following information—

(a) the licence name,

(b) the name of the issuer of the licence, and

(c) the date when the licence was issued.

Commencement Information

I23 Sch. 2 para. 23 in force at 4.1.2022, see reg. 1(1)

24.  If known, a statement as to whether the qualifying entity owns or holds any dual-use items and, if it does, provide the name of each item and a description.

Commencement Information

I24 Sch. 2 para. 24 in force at 4.1.2022, see reg. 1(1)

25.  If known, a statement as to whether the qualifying entity currently supplies, or in the past five years, has supplied goods or services to a United Kingdom government department, agency or public body that relates to any one or more of the following areas—

(a) defence,

(b) national security responsibilities,

(c) law enforcement, or

(d) national infrastructure [F1 sector].

Textual Amendments

F1 Word in Sch. 2 para. 25(d) inserted (20.4.2022) by The National Security and Investment Act 2021 (Prescribed Form and Content of Notices and Validation Applications) (Amendment) Regulations 2022 (S.I. 2022/398), regs. 1(1), 2(b)

Commencement Information

I25 Sch. 2 para. 25 in force at 4.1.2022, see reg. 1(1)

26.  If the entity does supply, or has supplied, goods or services for the purposes of paragraph 25, the following information—

(a) the name of the department, agency or public body,

(b) a description of the supply relationship, and

(c) a statement of which of the areas referred to in paragraph 25 the supply relationship relates to.

Commencement Information

I26 Sch. 2 para. 26 in force at 4.1.2022, see reg. 1(1)

27.  If known, a statement as to whether the qualifying entity currently, or in the past five years, has undertaken any research and development project that has been partly or wholly funded by any United Kingdom government department, agency or public body that relates to any one or more of the areas referred to in paragraph 25.

Commencement Information

I27 Sch. 2 para. 27 in force at 4.1.2022, see reg. 1(1)

28.  If the qualifying entity undertakes, or has undertaken a research and development project for the purposes of paragraph 27, the following information—

(a) the name of the research and development project,

(b) a description of the research and development undertaken,

(c) a statement of which area in paragraph 25 it relates to, and

(d) the name of the United Kingdom government department, agency or public body that provided the funding.

Commencement Information

I28 Sch. 2 para. 28 in force at 4.1.2022, see reg. 1(1)

29.  If known, a statement as to whether, the qualifying entity is party to any contracts which require personnel of the qualifying entity to hold national security vetting security clearance and, if so, the following information—

(a) the level of clearances held; and

(b) the number of personnel holding that level of clearance.

Commencement Information

I29 Sch. 2 para. 29 in force at 4.1.2022, see reg. 1(1)

Ownership and structure of the qualifying entity U.K.

30.  The following information about the pre-acquisition structure of the qualifying entity which must be provided in a chart attached to the notice—

(a) the full names of shareholders with share ownership or voting rights of 5% or more specifying the percentage held by each, and

(b) the nationality (for individuals) or country of incorporation or constitution (for entities) of any shareholder listed in subparagraph (a).

Commencement Information

I30 Sch. 2 para. 30 in force at 4.1.2022, see reg. 1(1)

31.  The following details of the expected post-acquisition structure of the qualifying entity which must be provided in a chart attached to the notice—

(a) the full names of shareholders with share ownership or voting rights of 5% or more specifying the percentage held by each, and

(b) the nationality (for individuals) or country of incorporation or constitution (for entities) of any shareholders listed in subparagraph (a).

Commencement Information

I31 Sch. 2 para. 31 in force at 4.1.2022, see reg. 1(1)

32.  If known, a statement as to whether any non-United Kingdom government has a direct or indirect role in the operation or decision making of the qualifying entity and, if it has, the following information in relation to each non-United Kingdom government—

(a) the name of the non-United Kingdom government or representative, and

(b) a description of the non-United Kingdom government’s role and interests.

Commencement Information

I32 Sch. 2 para. 32 in force at 4.1.2022, see reg. 1(1)

Details of the qualifying asset being acquired (to be provided in relation to an asset acquisition only) U.K.

33.  The category of a qualifying asset set out in subsection (4) of section 7 of the Act that the asset belongs to.

Commencement Information

I33 Sch. 2 para. 33 in force at 4.1.2022, see reg. 1(1)

34.  The location of the qualifying asset.

Commencement Information

I34 Sch. 2 para. 34 in force at 4.1.2022, see reg. 1(1)

35.  A description of the qualifying asset.

Commencement Information

I35 Sch. 2 para. 35 in force at 4.1.2022, see reg. 1(1)

36.  If known, a statement as to whether the qualifying asset has been given a United Kingdom government security classification and if it has, the following information—

(a) the classification level,

(b) the government department, agency or public body from which the classification came, and

(c) the reasons why the qualifying asset has a United Kingdom government security classification.

Commencement Information

I36 Sch. 2 para. 36 in force at 4.1.2022, see reg. 1(1)

37.  If a licence is required to operate the qualifying asset in the United Kingdom, details of—

(a) the licence name,

(b) the name of the issuer of the licence, and

(c) the date when the licence was issued.

Commencement Information

I37 Sch. 2 para. 37 in force at 4.1.2022, see reg. 1(1)

38.  If known, a statement as to whether the qualifying asset is considered a dual-use item and if it is, provide the name of the item and a description.

Commencement Information

I38 Sch. 2 para. 38 in force at 4.1.2022, see reg. 1(1)

39.  If known, a statement as to whether the qualifying asset is used to gather and/or hold data on United Kingdom citizens and, if it does, provide a description of the data gathered or held.

Commencement Information

I39 Sch. 2 para. 39 in force at 4.1.2022, see reg. 1(1)

40.  If known, a statement as to whether the qualifying asset holds any United Kingdom or internationally recognised standards, accreditations or certification.

Commencement Information

I40 Sch. 2 para. 40 in force at 4.1.2022, see reg. 1(1)

41.  If known, in case of a qualifying asset which is land or tangible (or, in Scotland, corporeal) moveable property, the full names of any person who has previously gained control over the qualifying asset before the acquisition takes place, which must be provided in a chart attached to the notice.

Commencement Information

I41 Sch. 2 para. 41 in force at 4.1.2022, see reg. 1(1)

42.  Specify the following information on the structure of the qualifying asset after the acquisition, in a chart attached to the notification—

(a) full names of those with rights or interests in the qualifying asset before the acquisition (if known), and

(b) specify the changes in rights or interests held in the qualifying asset as a result of the acquisition.

Commencement Information

I42 Sch. 2 para. 42 in force at 4.1.2022, see reg. 1(1)

43.  If known, a statement as to whether any non-United Kingdom government has a direct or indirect role in the control of the asset and, if it has, provide the name of the non-United Kingdom government and describe their role and interests.

Commencement Information

I43 Sch. 2 para. 43 in force at 4.1.2022, see reg. 1(1)

44.  If known, a statement as to whether there will be any contractual arrangements in place regarding share ownership or voting rights between the acquirer and any other party once the acquisition will have been completed.

Commencement Information

I44 Sch. 2 para. 44 in force at 4.1.2022, see reg. 1(1)

Details of the acquirer U.K.

45.  The acquirer’s full name.

Commencement Information

I45 Sch. 2 para. 45 in force at 4.1.2022, see reg. 1(1)

46.  A statement as to whether the acquirer is an individual or an entity.

Commencement Information

I46 Sch. 2 para. 46 in force at 4.1.2022, see reg. 1(1)

47.  The country of incorporation or constitution (for entities) or the country of nationality (for individuals) of the acquirer.

Commencement Information

I47 Sch. 2 para. 47 in force at 4.1.2022, see reg. 1(1)

48.  If the acquirer is a qualifying entity registered in the United Kingdom, the following information—

(a) the Companies House registration number, and

(b) the Standard Industrial Classification code.

Commencement Information

I48 Sch. 2 para. 48 in force at 4.1.2022, see reg. 1(1)

49.  If the acquirer is formed or recognised under the law of a country or territory outside the United Kingdom, the following information—

(a) the country of incorporation, and

(b) the full registration details within the country of incorporation.

Commencement Information

I49 Sch. 2 para. 49 in force at 4.1.2022, see reg. 1(1)

50.  A description of the acquirer’s main activities, products or services.

Commencement Information

I50 Sch. 2 para. 50 in force at 4.1.2022, see reg. 1(1)

51.  If known, a statement as to whether any non-United Kingdom government or any person acting on behalf of a non-United Kingdom government has any share ownership or voting rights in the acquirer and, if it has, the following information—

(a) the name of the non-United Kingdom government or the full name of the person acting on behalf of the non-United Kingdom government, and

(b) information on share ownership or voting rights held in the acquirer.

Commencement Information

I51 Sch. 2 para. 51 in force at 4.1.2022, see reg. 1(1)

52.  If known, a statement as to whether any non-United Kingdom government has a direct or indirect role in the operation or decision making of the acquirer and, if it has, the following information in relation to each non-United Kingdom government—

(a) the name of the non-United Kingdom government or the full name of the person acting on behalf of the non-United Kingdom government, and

(b) a description of the non-United Kingdom government’s role and interests.

Commencement Information

I52 Sch. 2 para. 52 in force at 4.1.2022, see reg. 1(1)

53.  If known, a statement as to whether there will be any contractual arrangements in place regarding share ownership or voting rights between the acquirer and any other party in relation to the qualifying entity once the proposed acquisition has been completed and a description of any such contractual arrangements.

Commencement Information

I53 Sch. 2 para. 53 in force at 4.1.2022, see reg. 1(1)

54.  If applicable, the following information about the structure of the acquirer which must be provided in a chart attached to the notice—

(a) the full names of shareholders with share ownership or voting rights of 5% or more specifying the percentage held by each, and

(b) the country of nationality (for individuals) or country of incorporation or constitution (for entities) of any shareholders listed in subparagraph (a).

Commencement Information

I54 Sch. 2 para. 54 in force at 4.1.2022, see reg. 1(1)

55.  A statement as to whether any individual or entity is acquiring indirect control over the qualifying entity and if this is the case, provide details of the chain of individuals or entities that hold an interest or right.

Commencement Information

I55 Sch. 2 para. 55 in force at 4.1.2022, see reg. 1(1)

56.  A statement as to whether the acquirer has a board of directors and, if applicable, the following information about each of the members of the board of directors or equivalent within the acquirer at the time of submitting the notification—

(a) the individual’s full name,

(b) the individual’s date of birth,

(c) the position held within the acquirer, and

(d) whether the person is classified as a politically exposed person within the meaning given in regulation 35(12)(1)(a) and (14) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017/692.

Commencement Information

I56 Sch. 2 para. 56 in force at 4.1.2022, see reg. 1(1)

Other U.K.

57.  Any additional information the notifying party considers relevant to the notification.

Commencement Information

I57 Sch. 2 para. 57 in force at 4.1.2022, see reg. 1(1)