THE UK NATIONAL SECURITY AND INVESTMENT ACT: WHAT IS THE IMPACT?
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THE UK NATIONAL
SECURITY AND
INVESTMENT ACT:
WHAT IS THE
IMPACT?
MAY 2021
THE UK NATIONAL SECURITY AND
INVESTMENT ACT: WHAT IS THE IMPACT?
The UK government, like many others around the world, is
focusing on the perceived threat of hostile investors owning or
controlling critical businesses or infrastructure and, as a result,
enacted the National Security and Investment Act (NSI) in May
2021. When the regime becomes effective later this year, it will
What's in the Act? give the UK government very broad powers to block inward
• The Act will introduce a hybrid regime
and the powers under this legislation investment on national security grounds. In this briefing we
are extensive. assess the impact of the new Act on a wide variety of
• Certain investments in entities active investments and financing transactions.
in 17 sensitive sectors will require
mandatory filings and government
The UK government says that the UK, • It will catch investments in "bare"
approval before they can complete.
and UK businesses, "face continued and assets that do not amount to
• There are serious consequences of a broad-ranging activity from those who a business.
failure to file a mandatory transaction seek to compromise our national security
– including imprisonment of up to five • It will impose mandatory filing
and that of our allies. Such behaviour left
years for individuals and/or fines of up requirements.
to 5% of the group worldwide turnover unchecked can leave the UK vulnerable
of the investor, or £10 million to disruption, unfair leverage, and
Is the UK playing catch-up?
(whichever is higher) – and espionage. It is crucial that the
What the UK is introducing will in many
transactions that close in breach of government is able to fully combat these
the prohibition will be legally void. ways be familiar to international investors,
threats coming from ever more
as the US and Australia already have
• A very wide scope of transactions determined overseas actors."
mandatory filing requirements.
(investments in both entities and The Act follows steps taken by other
Chandralekha Ghosh, a senior associate
assets) can be called in for review, governments, including the US, Australia,
such that there may be situations in Clifford Chance's antitrust team, says:
France and Germany, to introduce or
where a voluntary filing could "A number of European jurisdictions, such
extend laws focusing on national
be warranted. as France and Germany, have also
security issues.
steadily expanded the scope of their
• The government has the right to call in
deals for review up to five years after mandatory filing regimes in recent years,
Dan Harrison, a Clifford Chance
completion, but this can be shortened due to the impact of the COVID-19
Knowledge Director specialising in
to six months if the government is pandemic and the advent of the EU
antitrust, says that the introduction of the
proactively informed of the deal. Foreign Investment Screening Regulation.
Act is due to the fact that the UK
• The government has issued a draft So, in some ways, the UK is just catching
government feels that the existing regime
Statement of Policy Intent which says up with its international peers."
has not allowed it to intervene in some
that it is most likely to call in a
transactions that might raise national
transaction for review if the target is However, the UK regime will go further
active in one of the 17 sensitive security issues.
than comparable regimes in other
sectors, or if the target has activities countries as the Act has much wider
relating to infrastructure for water, "The UK has had a public interest regime
extraterritorial reach. Most other regimes
food, chemicals, health or finance. in its current incarnation for nearly 20
apply only to investments in domestic
• Acquisitions of real estate that is a years, but the government could only
companies or assets. The UK regime
sensitive site, or is located near a intervene on national security grounds in
does not need a UK entity or UK-based
sensitive site, will have a higher risk of deals that fell within the scope of the
asset as long as the foreign entity is
being reviewed. merger control regime (and under the
active in the UK (potentially through
• Whether the review follows a jurisdiction of the UK Competition and
exports) or if the foreign asset is used in
mandatory or voluntary filing, the Markets Authority (CMA)) and investments
connection with activities in the UK. "This
government will have the power to in the defence sector. This has only been
block/unwind deals and can
is a national security regime, not a foreign
used 12 times since 2002, most recently
impose remedies. investment regime, so it's not just
in the case of US tech giant Nvidia
investments by foreign investors that are
• This Bill will not merely cover deals attempting to buy UK chip designer,
caught – UK investors are too. There are
which are signed or closed after the ARM, " he says.
new law comes into effect. It has some other regimes that do that, but it's
retroactive effect so that any deal The new regime will go much further, in relatively unusual," says Ghosh.
which has closed after 12 November three main ways:
2020 can be called in for review by In addition, intragroup transactions are
the government. • It will extend to investments that do not caught. So, internal restructurings
meet the merger control thresholds.
2 CLIFFORD CHANCE
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?
involving group companies that directly or range of IP "ideas, information or
indirectly own an entity active in a techniques that have industrial,
sensitive sector in the UK could trigger a commercial or other economic value."
mandatory filing obligation, even if those
group companies are outside the UK. In general, the definitions of the
That could lead to possible criminal 17 sensitive sectors (which are still in
penalties, fines and invalidity of the draft) are also quite broad, which allows
transaction if that requirement is not a range of investments to be caught.
spotted by the legal team. "Again, the UK This can be difficult to navigate for
would not be the only country to do that investors in infrastructure or the tech
– intragroup transactions can be caught sectors, in particular.
by the CFIUS regime in the US, for
example – but it is unusual. This has The definitions of sensitive sectors
been challenged in consultations but the The government definitions of the
Government hasn't yet given a very good sensitive sectors determine which
reason for why it thinks mandatory filing investments are to be subject to
is necessary in those circumstances," mandatory filing and also which sectors
she says. are most at risk of being called in, even
if they don't have to be notified.
What types of investment
are caught? "In a very broad sense, the UK is
Investments in an entity that is active in adopting a similar approach to that
a sensitive sector are only subject to already taken in many jurisdictions,
mandatory notification if they cross including the US, France and Germany,"
certain specified share thresholds – 25%, says Mark Fisher, a senior associate in
50% and 75% – taking into account any Clifford Chance's Telecoms, Media and
existing interests; or they give the investor Technology team. "Technology does not
voting rights that enable it to veto any live in a vacuum and so these reforms
class of shareholder resolution governing would bring welcome alignment and
the affairs of the entity. When the recognition of foreign investment
legislation was first published, it included principles. The difficulty, of course, when
a threshold of 15% but the Government it comes to technology, is its prevalence
decided to remove it. "This will be a big and society's reliance upon it – and this is
relief for those investors that typically take very much the case across all the
a shareholding of less than 25%," mandatory sectors."
says Ghosh.
The Advanced Materials sector, for
Deals that are not subject to mandatory example, mainly focuses on research and
filing can be called in for a review on the development or production of advanced
same basis, but also if there is an materials, but it also includes software/
acquisition of material influence. Material data technology which is used to support
influence is a concept that is used in the those activities. The Military and Dual-Use
merger control regime and is very broad Goods sector covers (as well as the
and flexible. It can catch contractual veto goods themselves) the "holding of
rights over a range of decisions relating to information" in relation to such goods,
the target's business, as well as relatively including software. "And so in many areas
low shareholdings especially if the impact of this may well be felt by
accompanied by a board seat. For technology suppliers in some fairly
example, in Amazon/Deliveroo, a 16% obscure ways," says Fisher. "Technology
interest, combined with a right to appoint is ultimately just a tool and the use of a
a director and observer on Deliveroo’s tool isn't always as intended." For
board and certain other factors, was example, something quite complex and
considered enough by the CMA. ambitious, such as Advanced Robotics,
may start with very significant uses
For investments in assets, the trigger involving considerable national security
event arises if the investor is able to use concerns and sensitivities – such as
or direct the use of the asset. Assets are those targeted by this regime – before
defined very broadly – land and tangible being used in much more benign ways.
moveable property – as well as a broad "In fairness, the government has
CLIFFORD CHANCE 3
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?
recognised this to an extent with some of technological innovations result in a
the updated definitions and refocus of the greater footprint of what would be
likes of AI to a short list of higher risk deemed to be communications
applications," he says. infrastructure," says Fisher.
The opposite also applies in that There would also be a knock-on impact
technology used in benign ways may be for real estate, with properties previously
so repurposed as to give rise to genuine containing out-of-scope private data
national security concerns. "Of course, centres now concerned if these servers
lack of national security concerns and are processing the 'public electronic
practical limitations will mean that these communications network.' The
theoretical examples will never be looked Government is still looking at the role of
at – which is reminiscent perhaps of the 'mere hosts', with further clarification
fanfare surrounding GDPR in 2018. The expected before this becomes law.
concern, though, is that this will have a
mid to long-term chilling effect on The impact on real estate and
innovative development and use of infrastructure
technology – an ice age rather than a The Communications and Data
bout of seasonal flu. This will be Infrastructure definitions have been
something the government will no doubt helpfully narrowed from a real estate
be wary of as the decision-making policy perspective. Although the draft definitions
and its machinery settles into place." are still catching up in places, the
intention is now to focus on entities
What about the communications operating in those sectors and not the
sector? owners of land which passively hosts
The original proposal from the equipment. "The expectation is that
government was extremely concerning landowners whose property passively
for many, as it covered all electronic hosts communications equipment and
communications networks and services. property investors owning data centres
However, recent clarification that the should not ordinarily be caught. In other
focus will be on public communications good news for real estate investors, the
networks and services only has been other sector definition which initially
welcomed. Likewise, the reference to the included them – Critical Suppliers to
Network and Information Systems Government – no longer includes
Regulations in the context of defining landlords of Government-occupied
an 'essential service' provides far buildings," says Lindsay Mann, a senior
greater clarity. associate knowledge lawyer in Clifford
Chance's real estate team.
One of the concerns here was the
previous inclusion in scope of private data The definitions of sensitive sectors are
centres. It is important to note, however, also heavily weighted towards
that the Data Infrastructure definition still infrastructure and the energy sector.
covers entities that house and support "There is a lot of focus on the energy
data infrastructure, but the government is sector because it is currently amongst the
working on sorting out this discrepancy. most dynamic in the UK as the country
The caveat here is the direction of travel attempts to meet its clean energy
of the telecoms industry towards generation and energy efficiency targets.
technology-driven infrastructure – so, It is important that in describing the parts
where there was once a clear delineation of the sector which fall within the ambit
between communications 'point of of the Bill, a balance is struck between
presence' (PoPs) from private data scrutinising transactions involving critical
centres – with the virtualisation of infrastructure and avoiding blocking
telecoms infrastructure and deployment capital," says Praveen Jagadish, a
of generic data centre servers, this senior associate in Clifford Chance's
distinction is disappearing. finance practice.
"Even with these revised definitions and Following consultation on the sensitive
scope in place, I would expect to see the sector definitions, it is now clear that retail
scope of the regime expand over time as electricity suppliers will not fall within the
4 CLIFFORD CHANCE
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?
scope. The UK Department for Business, should have no impact on lenders at the
Energy & Industrial Strategy (BEIS) has outset of the financing transaction
recognised that these are often because the granting of security does not
technology and trading businesses and typically result in the lenders having legal
not infrastructure owners. "This is helpful title over those shares. The situation
because creating a market with a diverse changes if the lenders enforce their
range of retail electricity suppliers has security over shares and acquire legal title
long been a policy goal and their inclusion to the shares. That would constitute a
within the ambit of the Bill may have trigger event under the bill, and if the
placed unattractive burdens on investors," relevant entity is engaged in a sensitive
says Jagadish. sector the mandatory filing requirements
will apply.
There have been similar helpful
clarifications in relation to transport. In the Government call-ins and
maritime sector, the definitions focus on voluntary filings
cargo infrastructure and previous Transactions that aren't subject to
references to bringing small passenger mandatory filing could still be called in
terminals in scope have been removed. In by the government and subjected to
relation to airports, the passenger number remedies. In assessing whether national
and cargo thresholds to be satisfied in security risks arise, the government will
order to bring airports within scope are consider trigger risk, target risk and
now measured as of 2018 to take into acquirer risk. Trigger risk is all about what
account the drastic effects of COVID-19. control rights the investor will have.
For the acquirer risk, the Government
Mandatory filing says that there will be a high risk of a
The scope of the mandatory filing call-in if an investor owes allegiance to a
requirements – only acquisitions of voting hostile state or organisation. "However,
rights in entities that pass certain the deals we've seen being called in
thresholds or confer veto rights over a under the current public interest
class of resolutions – means that many intervention regime on national security
transactions involving a sensitive sector grounds suggest that risk assessments
will not be required to be notified. should really be focusing on what the
target does, not where the investor is
In particular, investments in real estate from. For example, Nvidia/ARM was
can be called in for review, but are not called in – the investor is American, and
themselves subject to mandatory filing. a couple of years ago we advised on
"Direct real estate investments – buying the acquisition of the satellite company
the property itself – are asset Inmarsat by a consortium of investors
transactions. So, purchasers of land and that included Canadian pension funds
or buildings don't need to worry about and US private equity houses, which was
the mandatory regime. Even though real also called. In 2018, there was even a
estate acquisitions are also commonly threat to carry out a national security
structured as indirect transactions – review into the acquisition of the
buying the property-owning entity rather engineering firm GKN by the British
than the asset – it is unlikely that the investor Melrose," says Ghosh.
property-owning entity will fall within one
of the sensitive sector definitions so So, when assessing risk, the focus
mandatory filings are unlikely to be should be on what the target does and
needed on these either," says Mann. whether it is active in any of the 17
sensitive sectors or critical infrastructure
In terms of finance arrangements, making for food, water, chemicals and healthcare,
a loan will not trigger a mandatory and whether it has land proximate to
notification because the loan is not of sensitive sites. The Government can call
itself a "notifiable acquisition" of shares or in investments in any sector if it thinks
voting rights. The risk of mandatory filings there are national security issues, and the
really only comes into play when lenders concept of national security can be fluid.
take security over the shares of entities in Investors need to always consider
a borrower group that has activities in a whether the investment is likely to be of
sensitive sector. In those cases, the Act political interest for other reasons.
CLIFFORD CHANCE 5
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?
Parties can protect against the risk of a a voluntary filing – "for example, buying a
later call-in by making a voluntary filing to specialist facility used by a tenant
obtain clearance. If companies decide to manufacturing components for military
make a voluntary filing, the review period aircraft. Especially where the buyer will
is 30 working days from the date on have rights under the manufacturer's
which the Government accepts that the lease to access sensitive operational
filing is complete, during which the equipment or stock."
government will decide whether to open
an in-depth review (this takes another 30 In terms of 'proximate,' there is currently
to 75 working days). The review period is no guidance. "It's very possible we won't
the same for mandatory filings. get any because it will likely be fact
dependent. For example, if the sensitive
Voluntary filing on real estate site is one where the risk is use as a base
transactions for espionage, then lines of sight are as
Voluntary filing, rather than mandatory important as distance." says Mann.
filing, will be the bigger focus for most
real estate deals and will need to be Identifying sensitive sites which present a
considered both on direct acquisitions of national security risk is going to be the
property (buying the land itself) and on key from the real estate perspective.
indirect acquisition of property (buying a There have been calls from various
property-owning entity) where a stakeholders for a register of sensitive
mandatory filing is not triggered. Then, as sites to help with this. "Such a register
with any other sector, the underlying risks creating a target list for terrorists
question is whether the transaction poses which brings its own national security
a national security risk. concerns. So I think, on balance, it's
unlikely to happen," says Mann. Lawyers
There is general guidance in the draft don't typically inspect properties so are
Statement of Policy Intent around not going to be able to identify that the
assessing the trigger risk, target risk and property is next door to a sensitive site
acquirer risk and, in relation to land unless it is obvious from the paperwork.
specifically, there is a very limited amount But those that do visit should look out for
of additional guidance. This says there is any obvious giveaways (something like
a concern about land which is itself a Ministry of Defence signs on the building
sensitive site, or which is proximate to a next door). Some of the search providers
sensitive site and that the intended use of who currently provide details of things
the land may also be taken into account. such as HS2, tube lines and utilities, may
"An example of what this might look like expand those searches to cover any
in practice – albeit an extreme example – critical infrastructure. "Until we have more
is land next to a sensitive military facility information, defensive filings are likely to
capable of use for espionage" says Mann. be considered if acquiring property near
major infrastructure such as train stations,
'Sensitive' and 'proximate' are the key power stations, ports, airports. Or near
terms here, but it isn't possible to be military installations, or in an area with a
definitive about what they mean. In terms high density of government-occupied
of sensitivity, the guidance highlights buildings such as Westminster and
critical national infrastructure and Whitehall," says Mann. The risk which will
government buildings as 'sensitive' and remain difficult to mitigate is the unknown,
also gives the military facility example. secret sensitive sites.
"There is nothing to stop a call-in outside
of this if there is a perceived national Voluntary filings on financing
security risk. The key to this is to look at transactions
the 17 sensitive sectors and if you are Loan arrangements won't be subject to
buying land which is critical to how the mandatory filing obligations, but the call-in
business operates or could be used to power is very broad and an entity gaining
disrupt the business or steal sensitive the capacity to materially influence the
information from it, then it could start policy of another entity is said to control
looking a lot like something which is the second entity under the Act. "Could
considered 'sensitive'," she says. In these positive and negative covenants granted
situations parties may seek the comfort of to the lenders under loan documents, and
6 CLIFFORD CHANCE
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?restrictions imposed in security The government has said that the
documents, be sufficient to pass that overwhelming majority of loans are
"capacity to materially influence" expected to pose no national security
threshold? Possibly, says Praveen concerns, including loans to borrowers
Jagadish. Share security could fall within engaged in sensitive activities. It has also
the mandatory filing regime at the point of said that in the rare circumstances where
enforcement, but not at the outset when they do pose concerns, the Secretary of
security is taken. State generally only expects to intervene
when an actual acquisition of control
A similar analysis applies to asset-level will take place (for example, a lender
security over moveable property or certain seizing collateral).
types of IP of the borrower, but in the
context of the voluntary filing regime. It is likely to be very rare that a loan will
Taking security should not trigger a give rise to a call-in risk at the outset of a
consequence under the Act at the outset transaction. However, for security it's
because the lenders will typically not be more complicated, as there isn't a
able to direct or control the use of those mechanism to obtain legal certainty.
assets. However, that changes on Pre-clearance of share security via a
enforcement, so if the underlying asset voluntary notice at the inception of the
has a sensitive purpose or could be said financing is not possible because at that
to pose a national security risk, the point enforcement would not be "in
lenders will need to consider a voluntary contemplation". A voluntary notification
filing at or prior to enforcement, seeking clearance could be made once
assuming enforcement results in control circumstances have arisen that are
over the asset. capable of leading to enforcement (i.e. an
event of default has occurred). This has
The Competition and Markets Authority the potential to delay enforcement whilst
says loans can confer material influence; clearance is sought. "It might be possible
for example, if a lender could threaten to to obtain non-binding informal guidance
withdraw loan facilities if a particular from BEIS when taking the security as to
policy is not pursued, or where loan the likelihood of a call-in if the security is
covenants confer veto rights on the exercised, but this does not eliminate the
lender that go further than necessary to risk entirely. Moreover, we would expect
protect its investment. However, in the 40 BEIS to discourage or limit requests for
or so years in which that test has been case-by-case guidance over time in order
applied there hasn't really been a case in to avoid a flood of those requests,"
which a loan agreement, on its own, was says Jagadish.
found to confer material influence. "Loans
don't generally give rise to competition Impact on current deals
issues, so it is perhaps not surprising that Mandatory filing requirements apply to
they haven't been found by the CMA to deals that close after the regime
give rise to material influence under the commences, which the Government says
merger control regime. The question is, will be by the end of 2021, but it could be
whether there is something about the as early as Q3. For deals which could
national security context which means potentially fall within the broad definitions
that the Government might apply the of sensitive sectors, the SPA needs to
material influence test to loans more than account for this uncertainty even if there
the CMA has done. And, in that respect, are no apparent substantive concerns.
it is interesting that Opposition MPs have SPAs therefore include conditions
pushed to expand the scope of the Bill precedent requiring a mandatory national
to cover situations in which a lender security filing and government approval
becomes the holder of more than 25% should the regime commence before
of its total debt. So there does seem to closing. If a mandatory filing has to be
be a perception among at least some made, there can be a knock-on effect on
politicians that loan arrangements can timing – investors need to assess the
give rise to national security issues," risks of a delayed completion and allow
says Jagadish. extended long-stop dates. The
government will also have a retroactive
call-in right for transactions which closed
CLIFFORD CHANCE 7
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?after 12 November 2020. Investors need legal opinions which cover the
to assess the post-completion risk of enforceability of security will almost
being called in or any remedies based on certainly include a qualification around
the target activities (target risk) as well as the possibility that clearance will need to
the acquirer risk and trigger risk. be sought before enforcement,"
says Jagadish.
"BEIS is open to consultation as to call-in
risk. On a number of completed or soon What's next?
to be completed deals, we have The legislation has been enacted, but will
contacted BEIS with details of the not be brought into force until later this
transaction and have received informal year. In the meantime, the government
feedback from BEIS that it is unlikely to has turned its attention to the various
call it in for review. This is not binding but pieces of secondary legislation and
gives a level of comfort to investors. The guidance that need to be put in place to
communication with BEIS will also reduce make the regime operational, woth the
the limitation period for call in from five first batch of guidance expected to be
years to six months." published in July. In this respect, there is
ongoing engagement between business
Where an acquisition is being debt associations and the government
financed and the lenders are looking to regarding the definitions of sensitive
the acquired business to put the borrower sectors and clarity around treatment of
in funds to service the debt, the lenders customary minority protection rights and
will have a strong interest in ensuring that extra-territorial transactions. In the longer
the acquisition cannot be voided under term, potential exemptions for certain
the Act. They may therefore make categories of investment/investors may
mandatory or voluntary clearance a be developed. For the moment, however,
condition precedent to the loan or check there is an option to notify and obtain
that it is a condition under the acquisition clearance for transactions that are taking
agreement which cannot be waived place now, even though they will be at
without lender consent. risk of a call-in when the regime is in
force. "It is likely that the informal
Lenders may also seek a specific guidance route will need to be used
mandatory prepayment trigger such that if frequently now for transactions that are at
clearance is not achieved and the risk of a call-in, but cannot delay closing
acquisition is then voided or called in, the until the regime is in force,," says Ghosh.
borrower would be under an immediate
obligation to repay. "And whilst the
market is still developing on this point,
8 CLIFFORD CHANCE
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?CONTACTS
Mark Fisher Chandralekha Ghosh Daniel Harrison
Senior Associate Senior Associate Knowledge Director
London London London
T: +44 207006 1480 T: +44 207006 8438 T: +44 207006 4136
E: mark.fisher@ E: chandralekha.ghosh@ E: daniel.harrison@
cliffordchance.com cliffordchance.com cliffordchance.com
Praveen Jagadish Lindsay Mann
Senior Associate Senior Associate
London Knowledge Lawyer
T: +44 207006 4330 London
E: praveen.jagadish@ T: +44 207006 2021
cliffordchance.com E: lindsay.mann@
cliffordchance.com
CLIFFORD CHANCE 9
THE UK NATIONAL SECURITY AND INVESTMENT ACT:
WHAT IS THE IMPACT?This publication does not necessarily deal with every important
topic or cover every aspect of the topics with which it deals.
It is not designed to provide legal or other advice.
www.cliffordchance.com
Clifford Chance, 10 Upper Bank Street, London, E14 5JJ
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