Acquisition of Upp Corporation Ltd by L1T FM Holdings UK Ltd: notice of final order
Published 19 December 2022
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1. The Secretary of State for Business, Energy and Industrial Strategy (“the Secretary of State”) has made a final order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on 19 December 2022.
2. The Parties who are subject to the order are:
i. L1T FM Holdings UK Ltd. (“the Acquirer”), which includes parent company LetterOne Core Investment S.à.r.l.;
ii. Upp Corporation Ltd. (“Upp”).
3. On 21 January 2021 the Acquirer purchased a 100% stake in Upp, previously named Fibre Me Limited.
4. This acquisition constitutes a trigger event under section 8(2)(c) of the Act.
5. The Secretary of State considers that a risk to national security relates to:
i. the ownership of Upp Corporation Ltd. by the ultimate beneficial owners of LetterOne Core Investments S.à r.l (parent company of L1T FM Holdings UK Ltd.) and Upp’s expanding full fibre broadband network.
6. The order has the effect of requiring:
i. LetterOne to sell 100% of Upp within a specified period and by following a specified process; and
ii. Upp to complete a security audit of the Upp network prior to sale.
7. The Secretary of State considers that the final order and its provisions are necessary and proportionate to prevent, remedy, or mitigate the risk to national security.