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 validation application

Notifying party name and contact details U.K.

1.  A statement setting out whether the notifying party is the acquirer, seller, the qualifying entity or otherwise materially affected by the fact that the notifiable acquisition to which the application relates is void.

Commencement Information

I1 Sch. 3 para. 1 in force at 4.1.2022, see reg. 1(1)

2.  Details of how the notifying party has been materially affected by the fact that the notifiable acquisition to which the application relates is void.

Commencement Information

I2 Sch. 3 para. 2 in force at 4.1.2022, see reg. 1(1)

3.  A statement as to whether the information is provided by the notifying party or a representative.

Commencement Information

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

4.  The notifying party’s full name.

Commencement Information

I4 Sch. 3 para. 4 in force at 4.1.2022, see reg. 1(1)

5.  The notifying party’s address.

Commencement Information

I5 Sch. 3 para. 5 in force at 4.1.2022, see reg. 1(1)

6.  If applicable, 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

I6 Sch. 3 para. 6 in force at 4.1.2022, see reg. 1(1)

7.  Where the notifying party has authorised a representative to submit the application and to accept service under the Act, 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 notifying party.

Commencement Information

I7 Sch. 3 para. 7 in force at 4.1.2022, see reg. 1(1)

Acquirer’s name and contact details U.K.

8.  A statement as to whether there was more than one acquirer.

Commencement Information

I8 Sch. 3 para. 8 in force at 4.1.2022, see reg. 1(1)

9.  If the notifying party was not the acquirer, the following information in relation to the acquirer—

(a) name, and

(b) address,

Commencement Information

I9 Sch. 3 para. 9 in force at 4.1.2022, see reg. 1(1)

10.  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 body,

(b) email address, and

(c) telephone number.

Commencement Information

I10 Sch. 3 para. 10 in force at 4.1.2022, see reg. 1(1)

11.  Details of which of the control thresholds set out in subsections (2), (5) and (6) of section 8 or section 9 of the Act that were met by the acquirer and a description of the shares or voting rights acquired by the acquirer.

Commencement Information

I11 Sch. 3 para. 11 in force at 4.1.2022, see reg. 1(1)

12.  If the notifying party was not the acquirer, and the acquirer has authorised a representative to accept service under the Act, the following information in relation to the acquirer’s representative—

(a) full name,

(b) business name,

(c) registered address,

(d) email address,

(e) telephone number, and

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

Commencement Information

I12 Sch. 3 para. 12 in force at 4.1.2022, see reg. 1(1)

13.  Where there was more than one acquirer involved in the acquisition, the information specified in paragraphs 9 to 12 in relation to each additional acquirer, if known.

Commencement Information

I13 Sch. 3 para. 13 in force at 4.1.2022, see reg. 1(1)

Related notifications U.K.

14.  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 other 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

I14 Sch. 3 para. 14 in force at 4.1.2022, see reg. 1(1)

Acquisition details U.K.

15.  If known, the reasons why the notifiable acquisition was not notified to the Secretary of State as required by section 14(1) of the Act.

Commencement Information

I15 Sch. 3 para. 15 in force at 4.1.2022, see reg. 1(1)

16.  The areas of the economy as set out in the headings to the Schedules in the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Entities) Regulations 2021 in which the qualifying entity carries on activities and provide a description of those activities.

Commencement Information

I16 Sch. 3 para. 16 in force at 4.1.2022, see reg. 1(1)

17.  The control thresholds set out in subsections (2), (5) and (6) of section 8 of the Act 2021 that would have been met and provide a description of the shares or voting rights that would have been acquired by the acquirer had the notifiable acquisition not been void

Commencement Information

I17 Sch. 3 para. 17 in force at 4.1.2022, see reg. 1(1)

18.  The date that the notifiable acquisition completed.

Commencement Information

I18 Sch. 3 para. 18 in force at 4.1.2022, see reg. 1(1)

Regulatory approvals U.K.

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

(a) the name of the United Kingdom regulator,

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

(c) any key dates associated with those approvals.

Commencement Information

I19 Sch. 3 para. 19 in force at 4.1.2022, see reg. 1(1)

Details of the qualifying entity U.K.

20.  The qualifying entity’s full name.

Commencement Information

I20 Sch. 3 para. 20 in force at 4.1.2022, see reg. 1(1)

21.  The qualifying entity’s address.

Commencement Information

I21 Sch. 3 para. 21 in force at 4.1.2022, see reg. 1(1)

22.  If known, the full name of an individual who holds or occupies a position in relation to the qualifying entity and the following information about that individual—

(a) the position held in the qualifying entity,

(b) email address, and

(c) telephone number.

Commencement Information

I22 Sch. 3 para. 22 in force at 4.1.2022, see reg. 1(1)

23.  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

I23 Sch. 3 para. 23 in force at 4.1.2022, see reg. 1(1)

24.  If the qualifying entity 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

I24 Sch. 3 para. 24 in force at 4.1.2022, see reg. 1(1)

25.  A description of the activities which the qualifying entity carries out.

Commencement Information

I25 Sch. 3 para. 25 in force at 4.1.2022, see reg. 1(1)

26.  If known, a statement of 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

I26 Sch. 3 para. 26 in force at 4.1.2022, see reg. 1(1)

27.  If known, a statement as to whether the qualifying entity requires any licences to operate within the areas of the economy as set out in the headings to the Schedules to the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 in the United Kingdom and, if it does, the following information in relation to each licence—

(a) the licence name,

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

(c) the date when the licence was issued.

Commencement Information

I27 Sch. 3 para. 27 in force at 4.1.2022, see reg. 1(1)

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

Commencement Information

I28 Sch. 3 para. 28 in force at 4.1.2022, see reg. 1(1)

29.  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,

(d) [F1 national infrastructure sector].

Textual Amendments

F1 Words in Sch. 3 para. 29(d) substituted (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(c)

Commencement Information

I29 Sch. 3 para. 29 in force at 4.1.2022, see reg. 1(1)

30.  If the entity does supply, or has supplied, goods or services for the purposes of paragraph 29, the following information—

(a) the name of the government 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 29 the supply relationship relates to.

Commencement Information

I30 Sch. 3 para. 30 in force at 4.1.2022, see reg. 1(1)

31.  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 29.

Commencement Information

I31 Sch. 3 para. 31 in force at 4.1.2022, see reg. 1(1)

32.  If the qualifying entity undertakes, or has undertaken, a research and development project for the purposes of paragraph 31, 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 29 it relates to, and

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

Commencement Information

I32 Sch. 3 para. 32 in force at 4.1.2022, see reg. 1(1)

33.  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, if known—

(a) the level of clearances held; and

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

Commencement Information

I33 Sch. 3 para. 33 in force at 4.1.2022, see reg. 1(1)

Ownership and structure of the qualifying entity U.K.

34.  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

I34 Sch. 3 para. 34 in force at 4.1.2022, see reg. 1(1)

35.  The following details of the 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

I35 Sch. 3 para. 35 in force at 4.1.2022, see reg. 1(1)

36.  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

I36 Sch. 3 para. 36 in force at 4.1.2022, see reg. 1(1)

Details of the acquirer U.K.

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

Commencement Information

I37 Sch. 3 para. 37 in force at 4.1.2022, see reg. 1(1)

38.  The acquirer’s nationality (for individuals) or country of incorporation or constitution (for entities).

Commencement Information

I38 Sch. 3 para. 38 in force at 4.1.2022, see reg. 1(1)

39.  Where the acquirer is an entity, the following information—

(a) if the acquirer is registered in the United Kingdom—

(i) the Companies House registration number, and

(ii) the Standard Industrial Classification code.

(b) if the acquirer is formed or recognised under the law of a country or territory outside the United Kingdom—

(i) the country of incorporation, and

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

Commencement Information

I39 Sch. 3 para. 39 in force at 4.1.2022, see reg. 1(1)

40.  A description of the activities that the acquirer carries out.

Commencement Information

I40 Sch. 3 para. 40 in force at 4.1.2022, see reg. 1(1)

41.  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 the amount of share ownership or voting rights held in the acquirer.

Commencement Information

I41 Sch. 3 para. 41 in force at 4.1.2022, see reg. 1(1)

42.  If known, statement 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

I42 Sch. 3 para. 42 in force at 4.1.2022, see reg. 1(1)

43.  A statement as to whether there are any contractual arrangements in place regarding share ownership or voting rights between the acquirer and any other party in relation to the qualifying entity and a description of any such contractual arrangements.

Commencement Information

I43 Sch. 3 para. 43 in force at 4.1.2022, see reg. 1(1)

44.  The following information about the structure of the acquirer which must be provided in a chart attached to the application—

(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

I44 Sch. 3 para. 44 in force at 4.1.2022, see reg. 1(1)

45.  Where the acquirer acquired indirect control over the qualifying entity, a statement—

(a) confirming that indirect control was acquired, and

(b) specifying the chain of entities which hold an interest or right in the acquirer, up to the last entity which holds the interest or right.

Commencement Information

I45 Sch. 3 para. 45 in force at 4.1.2022, see reg. 1(1)

46.  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 this application—

(a) the individual’s full name,

(b) the individual’s date of birth,

(c) the position held within the acquirer, and

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

Commencement Information

I46 Sch. 3 para. 46 in force at 4.1.2022, see reg. 1(1)

Other U.K.

47.  Any additional information the notifying party considers relevant to the application.

Commencement Information

I47 Sch. 3 para. 47 in force at 4.1.2022, see reg. 1(1)