Following the introduction of the National Security and Investment Bill on 11 November, the latest analysis from Guy Anderson, associate director and head of the Janes Industry desk follows on the strengthening of strategic investment powers by the UK government.

• The National Security and Investment Bill was introduced by the UK's Department for Business, Energy and Industrial Strategy on 11 November to extend its powers to block inward investment on national security grounds in areas from defence and civil nuclear technologies to robotics and transport. 
• The bill removes existing obstacles to government intervention and places an obligation on investors entering strategic sectors to alert authorities to the intended transaction. The bill also includes a five-year retrospective power to call in acquisitions that were not announced to the government, but which might raise national security concerns. 
• Domains covered by the bill are in 17 areas. The Enterprise Act of 2002 permitted the government to intervene in most cases if an entity has a UK turnover of GBP70 million (USD92.5 million) or more, or when the combined entities would have a market share of 25% or more. 
• Reforms in 2018 lowered the threshold for three sectors – defence and dual-use goods producers subject to export controls, quantum technologies, and computer processing – to a turnover of GBP1 million. 

Analysis

The UK government stated in its announcement of the bill that the measures follow comparable steps by countries including Australia and the US. France, Germany, and Italy have also strengthened inward investment safeguards.

The risk of losing strategically important enterprises – or their intellectual property – to state-backed operators in China in particular has been a significant driver.

In the defence sector, the new measures contained in the bill arguably strengthen the government’s capacity to intervene in the case of purchases of small-scale but technologically innovative start-ups with revenues below the GBP1 million threshold. The primary change in powers, however, relates to the scope of commercial domains covered and in this sense areas such as transport are effectively given parity with defence.

The government noted in the bill’s announcement that there have been 12 public interest interventions on national security grounds since 2002.

Examples of transactions declined or reversed on the basis of existing powers are, however, scarce.

The first defence sector transaction to be reviewed following the strengthening of the Enterprise Act in 2018 was Better Capital’s sale of Northern Aerospace to Shaanxi Ligeance Mineral Resources-owned Gardner Aerospace Holdings in June 2018. The transaction was cleared by the Competition and Markets Authority (CMA) in July 2018.

The second test came in 2019 with the CMA review of Rheinmetall’s acquisition of a majority stake in BAE Systems’ UK land systems business. This was cleared in June 2019.

Private equity firm Advent International Corporation’s GBP4 billion acquisition of UK defence electronics and air-to-air refuelling specialist Cobham, meanwhile was cleared by the CMA in late 2019 following undertakings that included keeping the group’s headquarters in the United Kingdom.

The UK is, according to Janes figures, the number two destination for inward investment in the defence sectors after the US. Between 1 January 2014 and 30 June 2020 UK defence organisations valued at USD12 billion were acquired by foreign buyers.

Customers can read the full analysis here.