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UK to Introduce Foreign Investment Rules for Critical Infrastructure 1 UK to introduce foreign investment rules for critical infrastructure 1 Briefing note September 2016 UK to introduce foreign investment rules for critical infrastructure The UK Government will significantly reform its approach to the ownership and control of critical infrastructure to ensure that the national security implications of foreign ownership are scrutinised. This will include a review of the public interest regime in the Enterprise Act 2002 and the introduction of a national security requirement for the continuing Government approval of the ownership and control of critical infrastructure. Chinese President Xi Jinping in nuclear power stations. The The fall-out from October 2015. implications for other types of critical Brexit continues In the aftermath of the UK referendum vote, the new Prime Minister Theresa Following the EU referendum vote, May announced a review of the Theresa May suggested that the project. The Government has now Key issues UK should pass legislation giving decided to proceed with the project on The Government plans to the Government greater powers to the basis of confirmation that the review the public interest block or impose conditions on Government will be able to prevent regime under the Enterprise mergers on public interest grounds the sale of EDF’s controlling stake Act 2002 unrelated to competition. The prior to the completion of construction, This allows the Secretary of Government has now announced without the prior notification and State to intervene in mergers plans to introduce new foreign agreement of ministers. ownership rules in the on certain specified public infrastructure sector. By the time the HPC plant is interest grounds. operational, the Government plans to In future these grounds will be The announcement was made in the have a new foreign investment regime expanded to include national context of the Government's decision in place, under the Enterprise Act security in relation to critical to proceed with measures to support 2002, which would provide the infrastructure the construction of the new nuclear Government with the powers to Apart from nuclear power power station at Hinkley Point C intervene in the sale of EDF's stake. stations, it is unclear what (HPC). Specifically in relation to future new infrastructure will be covered The HPC plant will be constructed by nuclear power stations, there will also and which countries will give EDF together with its partner, China be special share arrangements and rise to national security issues General Nuclear (CGN). The new requirements will be introduced The new rules will need to strategic partnership between EDF to require developers or operators of comply with EU and WTO and CGN, which also covers two nuclear sites to provide notice of rules, as well as any trade further nuclear power stations, changes of ownership to the Office for agreements which the UK Sizewell C and Bradwell B, was Nuclear Regulation (ONR). may enter into in future announced by the previous UK Prime These new arrangements appear to A formal consultation on the Minister, David Cameron, and place multiple overlapping approval proposed changes is requirements on developers of new expected in early 2017. 2 UK to introduce foreign investment rules for critical infrastructure infrastructure are as yet unclear. strategic partnership, this has been . three intervention notices on done on the basis of competition media plurality grounds2 and Dawn of a new industrial considerations. one intervention notice in the strategy? This approach has been strongly interest of maintaining the The UK Government has stated that supported by the UK Competition and stability of the UK financial the planned changes will bring the Markets Authority (CMA), which has system.3 UK's rules on the ownership and argued that the foundations of a The majority of intervention notices in control of critical infrastructure into sound merger control regime consist public interest cases have, therefore, line with other major economies. of a rules-based system that: been issued in respect of national It is not yet clear how far ranging the . provides legal certainty, security considerations. In most of changes will be in practice. The these cases, the SoS was advised by . limits itself to minimal, Government already has the power to the Ministry of Defence and the economically justified distortions, intervene in merger cases on national acquirer was required to give and security grounds, however, this power undertakings to maintain the UK's has to date only been used in . inspires business confidence. strategic capabilities in certain areas mergers involving defence companies. and to protect classified information The Government has golden shares Existing powers to and the intellectual property rights of in a number of companies active in intervene in mergers the Ministry of Defence. the nuclear, defence and The UK Government already has There is also a foreign ownership infrastructure sectors. powers to intervene in mergers on component to the media public It is also unclear whether the new specified public interest grounds. The interest test. The SoS has previously arrangements will be limited to Government has also maintained reserved the right to intervene in national security issues. The new special shares in a number of cases where media ownership rules Prime Minister has previously companies. were removed by the suggested that the UK should have a Intervention notices under the Communications Act 2003. These "clear industrial strategy" which would Enterprise Act 2002 include mergers involving owners not automatically stop the sale of from outside the EEA. To date, these British firms to foreign ones, but The Secretary of State (SoS) has the rules have not been used. would provide the UK Government power under the Enterprise Act 2002 The SoS has the power to add new with powers to step in to "defend a to issue an intervention notice in public interest considerations to the sector" that is strategically important cases raising certain specified public list by order. For example, in the to the UK. interest issues, namely, context of the proposed acquisition of . An expansion of foreign investment national security AstraZeneca by Pfizer in May 2014, rules beyond national security issues . newspaper public interest issues the Government explored whether the would be a significant departure from (e.g. plurality) public interest grounds could be current merger policy, creating expanded to include the impact on . uncertainty for business and potential broadcasting and cross-media conflict with EU law. public interest issues . At the EU level, the European the stability of the UK financial Commission assesses mergers solely system. on competition grounds and has To date the SoS has issued: 2004, Finmeccania/ BAE Systems 2005, consistently rejected calls for it to take Lockheed Martin UK Holdings . six intervention notices based on Limited/Insys Group Limited 2005, account of industrial policy or other 1 non-competition considerations. national security grounds General Electric/Smiths Aerospace Division 2007, and Atlas While the Commission has carefully Elektronik/QinetiQ 2009 scrutinised Chinese investments in 2 BSkyB/ITV 2007, Global/GMG Radio 1 Alvis Plc/General Dynamics Corporation. 2012, Newscorp/BskyB 2010 the EU, including the CGN / EDF 3 2004, Finmeccanica/AgustaWestland Lloyds/HBOS, 2008 UK to introduce foreign investment rules for critical infrastructure 3 research and development in the UK. binding undertakings or to make voluntary winding-up. In addition to Ultimately no decision was taken, as statements of intention to address the nuclear power sector, golden the transaction did not proceed. potential public interest concerns. shares are held by the UK Government in a small number of It is likely that the Government will Bidders may give post-offer companies active in the defence or implement the new rules on foreign undertakings, which are commitments infrastructure sectors, such as BAE, ownership of critical infrastructure to take (or not take) certain action in a Rolls-Royce and NATS. through an expansion of the public specified period of time given under interest considerations under the Rule 19.7 of the Takeover Code. The EU Courts have considered Enterprise Act 2002. It is, as yet Alternatively bidders may make post- golden shares to be: (i) a restriction unclear how the new public interest offer intention statements, which on the principle of free movement of test will be defined and which specify actions that the party intends capital; and (ii) justifiable only on the government department will advise to take (or not take) under Rule 19.8 grounds of public security or public the SoS on national security issues in of the Takeover Code. policy (such as continuity of supply of relation to critical infrastructure. services in the public interest or These provisions have been used to strategic services), or overriding The UK Government has in the past address potential public interest requirements relating to the general been reluctant to issue guidance on concerns arising from the Softbank interest. A golden share will not be how it will assess national security acquisition of ARM Holdings, the first considered to be justified unless it is a concerns. This is likely to be a major foreign takeover transaction proportionate way to protect the particularly sensitive issue, given the since the Brexit referendum. relevant interest and the measures Government's desire to enter into new In July 2016, Softbank announced its prescribed are based on precise trade agreements with countries intention to acquire ARM Holdings by criteria which are known in advance, outside the EU. way of a scheme of arrangement. are open to review by the Courts and The Industry Act 1975 – relic of a Under the terms of that scheme, cannot be attained by less restrictive bygone era? Softbank made post-offer measures. undertakings to: In addition, the SoS also has the A potential source of power under the Industry Act 1975 to .
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