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

Made: 15th November 2021

Laid before Parliament: 16th November 2021

Coming into force: 4th January 2022

The Secretary of State makes these Regulations in exercise of the powers conferred by sections 14(4), 16(3) and 18(4) of the National Security and Investment Act 2021[^f00001].

Citation, commencement and extent

1

• (1) These Regulations may be cited as the National Security and Investment Act 2021 (Prescribed Form and Content of Notices and Validation Applications) Regulations 2021 and come into force on 4th January 2022.

• (2) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Interpretation

2

In these Regulations—

• “the Act” means the National Security and Investment Act 2021;

• “body” means a body corporate, a partnership or an unincorporated association other than a partnership;

• “dual-use items” means goods and technology, including software or information (other than information in the public domain), the export or transfer of which is controlled by virtue of their being specified in the relevant export control legislation;

• “national infrastructure sector” means one of the following sectors listed by the Centre for the Protection of National Infrastructure as being sectors capable of containing critical national infrastructure[^f00002]—chemicals,civil nuclear,communications,defence,emergency services,energy,finance,food,government,health,space,transport, andwater;

• “notifying party” means the person who submits a mandatory notice, a validation application or a voluntary notice[^f00003];

• “relevant export control legislation” means—Annex 1 to Council Regulation (EC) No. 428/2009 of 5 May 2009 setting up a Community regime for the control of exports, transfer, brokering and transit of dual-use items[^f00004],the Schedule to the Export of Radioactive Sources (Control) Order 2006[^f00005], andSchedules 2 and 3 to the Export Control Order 2008[^f00006],

• “representative” means a person who has been appointed to act on behalf of another person in connection with the giving of documents under the Act;

• “Secretary of State” includes the Chancellor of the Duchy of Lancaster.

Prescribed form and content of a mandatory notice

3

A mandatory notice must be in writing and contain—

• (a) the information specified in Part 1 of Schedule 1,

• (b) a declaration that the information provided in the notification is true and complete to the notifying party’s knowledge, in the form set out in paragraph 39 of Part 2 of Schedule 1 and referred to as Declaration A, and

• (c) where the notifying party has appointed a representative, a declaration that the notifying party confirms that the representative is authorised to submit the notice and to accept service, in the form set out in paragraph 40 of Part 2 of Schedule 1 and referred to as Declaration B.

Prescribed form and content of a voluntary notice

4

A voluntary notice must be in writing and contain—

• (a) the information specified in Part 1 of Schedule 2,

• (b) a declaration that the information provided in the notification is true and complete to the notifying party’s knowledge, in the form set out in paragraph 58 of Part 2 of Schedule 2 and referred to as Declaration A, and

• (c) where the notifying party has appointed a representative, a declaration that the notifying party confirms that the representative is authorised to submit the notice and to accept service, in the form set out in paragraph 59 of Part 2 of Schedule 2 and referred to as Declaration B.

Prescribed form and content of a validation application

5

A validation application must be in writing and—

• (a) contain the information specified in Part 1 of Schedule 3,

• (b) a declaration that the information provided in the application is true and complete to the notifying party’s knowledge, in the form set out in paragraph 48 of Part 2 of Schedule 3 and referred to as Declaration A, and

• (c) where the notifying party has appointed a representative, a declaration that the notifying party confirms that the representative is authorised to submit the application and to accept service, in the format set out in paragraph 49 of Part 2 of Schedule 3 and referred to as Declaration B.

SCHEDULE 1

PART 1 — Information required in a mandatory notice

Notifying party name and contact details

1

The acquirer’s[^f00007] full name.

2

The acquirer’s address.

3

Where the acquirer 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 entity,

• (b) email address, and

• (c) telephone number.

4

Where the acquirer has authorised a representative to submit the form 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 acquirer.

Additional acquirers

5

• (1) Where there is more than one acquirer involved in the acquisition, the information set out in subparagraphs (2) to (4), if known.

• (2) The following information about each additional acquirer—

• (a) name,

• (b) address, and

• (c) telephone number.

• (3) Where an additional acquirer 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 entity,

• (b) email address, and

• (c) telephone number.

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

Related notifications

6

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 applicable case numbers or reference numbers.

Acquisition details

7

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[^f00008] in which the qualifying entity carries on activities and a description of those activities.

8

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

9

The expected date of completion of the acquisition being notified.

Regulatory approvals

10

If applicable, the following information about any approvals given by 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,

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

• (c) any key dates associated with those approvals.

Details of the qualifying entity

11

The qualifying entity’s full name.

12

The qualifying entity’s address.

13

If applicable, the qualifying entity’s website address.

14

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.

15

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[^f00009].

16

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.

17

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

18

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[^f00010] 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.

19

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 2021in 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.

20

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.

21

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) national infrastructure sector.

22

If the qualifying entity supplies, or has supplied, goods or services for the purposes of paragraph 21, 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 21 the supply relationship relates to.

23

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 21.

24

If the qualifying entity undertakes, or has undertaken, a research and development project as described in paragraph 23, 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 21 it relates to, and

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

25

A statement as to whether, if known, 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.

Ownership and structure of the qualifying entity

26

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).

27

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).

28

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.

Details of the acquirer

29

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

30

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

31

Where the acquirer is an entity, the following information—

• (a) if the acquirer is registered in the United Kingdom, the following information—

• (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, the following information—

• (i) the country of incorporation, and

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

32

A description of the activities that the acquirer carries out.

33

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.

34

A statement of 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 government’s role and interests.

35

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.

36

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).

37

Where the acquirer will be acquiring indirect control over the qualifying entity, a statement—

• (a) confirming that indirect control is to be acquired, and

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

38

A statement of 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 (PEP) 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 2017/692[^f00011].

PART 2 — Declarations

Form of Declaration A

39

The form of Declaration A is—

I declare that, to the best of my knowledge and belief, the information given in response to the questions in this Notice is true, correct, and complete in all material respects. I understand that: It is a criminal offence under section 34 of the National Security and Investment Act 2021 for a person recklessly or knowingly to supply to the Secretary of State information which is false or misleading in any material respect. This includes supplying such information to another person knowing that the information is to be used for the purpose of supplying information to the Secretary of State. Signed: Name: (block letters) Position: (block letters) Date:

Form of Declaration B

40

The form of Declaration B is—

I confirm that [full name of the representative] is authorised for the purpose of the acquisition described in this mandatory notice to submit this notice I hereby specify [the [email] address of the representative named in the notification] as an [email] address at which [name of the notifying party] will accept service of documents of any kind in connection with the National Security and Investment Act 2021 in relation to this Notice. Signed: Name: (block letters) Position: (block letters) Date:

SCHEDULE 2