Acquisition of Ultra PMES Limited by ESCO Maritime Solutions Limited: notice of final order
Published 3 March 2025
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Date: 28 February 2025
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 came into force on 28 February 2025
2. The Parties who are subject to the order are:
i. Ultra PMES Limited;
ii. ESCO Maritime Solutions Limited; and,
iii. ESCO Technologies Incorporated.
3. ESCO Maritime Solutions Limited will acquire 100% of the shares and voting rights of Ultra PMES Limited, which is a qualifying entity under section 7(3) of the National Security and Investment Act 2021. This constitutes a trigger event under section 8(2)(c) of the NSI Act. The assets of Ultra PMES Limited will then be transferred to ESCO Maritime Solutions Limited. This constitutes a trigger event under section 9(1)(a) of the NSI Act.
4. The Chancellor of the Duchy of Lancaster has approved the acquisition of 100% of the shareholding in Ultra PMES Limited by ESCO Maritime Solutions Limited and the subsequent transfer of assets, subject to the condition that the Parties:
i. meet certain sovereignty requirements to carry out work related to contracts in support of the UK’s defence programmes solely by ESCO Maritime Solutions Limited in the UK;
ii. implement an HM Government-approved International Traffic in Arms Regulations Internal Control Plan;
iii. meet certain corporate governance requirements including security clearance requirements for members of the board and the appointment of an HM Government Non-Executive Director and Chief Security Officer;
iv. establish a security sub committee responsible for issues related to UK national security; and
v. if required by the Chancellor of the Duchy of Lancaster, under certain circumstances, initiate and complete a sale and transfer of all relevant capabilities in support of the UK’s defence programme and platforms.
5. The Chancellor of the Duchy of Lancaster considers that the Final Order is necessary and proportionate and the measures contained within this Final Order mitigate the risks to national security relating to:
a. the potential impact on the UK’s defence capabilities and supply chains if Ultra PMES Limited’s ability to deliver products and services was reduced or relocated outside of the UK, such that Ultra PMES Limited could no longer deliver to the Ministry of Defence’s requirements; and
b. the potential impact on the UK’s defence capabilities if classified and/or sensitive information were to be accessed by unauthorised individuals, including non-UK nationals.