Decision

Acquisition of 100% of issued share capital of Centronic Limited by Exosens UK Limited

Published 25 July 2024

1. Following a detailed national security assessment, the Chancellor of the Duchy of Lancaster has made a Final Order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on 25 July 2024.

2. The Parties who are subject to the order are: 

i. Centronic Limited;

ii. Centronic Group Limited;

iii. Centronic Holdings Limited; and

iv. Exosens UK Limited.

3. Exosens UK Limited, a wholly owned subsidiary of Exosens S.A.S., will gain control of the qualifying entities, Centronic Group Limited and, indirectly, Centronic Limited, upon completion by increasing the percentage of shares held in Centronic Group Limited and Centronic Limited from less than 75% to 75% or more (“the Acquisition”).

4. The Acquisition is a trigger event under section 8(2)(c) of the Act.

5. The Chancellor of the Duchy of Lancaster has approved the 100% acquisition of the issued share capital  of Centronic Limited by Exosens UK Limited subject to the condition that: 

i. Centronic’s site and its capability pertaining to current and future UK Defence contracts remain in the UK.

6. The Chancellor of the Duchy of Lancaster considers that this measure mitigates the risk to national security in relation to the potential impact to the UK’s defence capabilities if Centronic Limited’s UK facility were to be relocated outside of the UK.

7. The Chancellor of the Duchy of Lancaster considers that the Final Order is necessary and proportionate to mitigate the risk to national security.