Guidance

National Security and Investment: Market Guidance April 2023

Updated 27 April 2023

Ministerial Foreword

The UK is one of the most attractive destinations in the world for investors. To maintain that position, we need to ensure our economy remains as secure as possible while giving businesses the confidence and consistency to thrive.

The NSI Act is a vital part of that process. Introduced in 2021, it represents a major upgrade of the UK’s investment screening powers. It allows us to identify and manage risks to our national security - but in a sensible and proportionate way that allows investment to continue to flow.

The vast majority of businesses won’t have to engage with this regime. But for those that do, I want the process to be as light-touch and easy to navigate as possible. In February, I was made decision-maker under the NSI Act - and as we enter its second year, I intend to be even more open and transparent with businesses about the way this legislation works.

And so this second edition of market guidance provides important new information about how I use certain powers under the Act, including the power to make interim orders. It also provides details about how parties can interact with the system most effectively, for example through seeking voluntary periods where relevant, as well as additional information on timings - including when in an NSI assessment parties should expect to hear from the Investment Security Unit.

The first year of this legislation demonstrated the government’s ability to clear most cases within a prompt, business-friendly 30 working days, with no further action needed. This updated guidance builds on the experience of that first year, allowing this process to be as predictable as possible.

That way, businesses can continue to invest and grow with confidence - putting the UK as a whole in a position to flourish.

The Rt Hon Oliver Dowden CBE MP, Deputy Prime Minister and Chancellor of the Duchy of Lancaster.

The National Security and Investment Act 2021 (‘the NSI Act’) commenced on 4 January 2022 and gives the government powers to assess and intervene in investments and other acquisitions of control that may give rise to national security risks.

We continue to review our guidance and periodically publish new Market Guidance, which is incorporated into the main NSI guidance pages

This page explains what the April 2023 edition of Market Guidance covers and where you can find it in the main guidance.

Changes to NSI main guidance: check if you need to tell the government about an acquisition that could harm the UK’s national security

New or amended guidance on:

1. Acquisitions involving parties who are suffering material financial distress

Advice on what evidence parties should provide to government if they are facing some form of material financial distress.

2. When to notify

Advice on when in the lifecycle of a deal it might be appropriate to notify a qualifying acquisition.

3. Further guidance on the stages of the NSI assessment process, including:

• Use of interim orders
• Use of information notices
• Effect of information notices on assessment period timeline
• Use of attendance notices
• Use of the additional period
• Use of the voluntary period
• How government may inform parties that a final order is being considered
• Communicating decisions to parties during the assessment process
• What happens if parties decide to withdraw from an acquisition after call-in

4. What to do if you think you require financial assistance as a result of a final order

Information on government’s power under the NSI Act to provide financial assistance to businesses and other parties affected by a final order.

Changes to the guidance on National Security and Investment Act: notifiable acquisitions in the 17 mandatory areas

New or amended guidance on:

1. Uncertainty about whether an acquisition is notifiable

Information on how to engage with the government if there is significant uncertainty about whether an acquisition is notifiable.

Changes to the guidance on completing and registering a notification form

New or amended guidance on:

1. Top tips when completing a notification form

Advice on other helpful information parties can provide when completing a notification form.

2. Further details on qualifying entity and acquirer requested in the forms

Advice on useful additional details to provide in notification forms if the qualifying entity or acquirer is incorporated outside the UK.

3. Data Classifications

How to submit information to the government that is classified above OFFICIAL under Government Security Classification system.

Changes to the NSI Gov.uk collection page

1. Public statement on information gathering powers under the NSI Act

A summary of how the government may gather open-source information and use third-party service providers to obtain information.