The Secretary of State for the Department of Business, Energy and Industrial Strategy (BEIS), Grant Shapps, has recently used powers under the UK National Security and Investment Act 2021 (NSIA) to intervene in two transactions:
- Russian-backed investment company, LetterOne, was ordered to sell regional broadband provider, Upp Corporation; and
- the proposed acquisition of HiLight Research by SiLight, a Shanghai company, was blocked.
The interventions were announced on 19 December 2022.
The intervention in the LetterOne transaction draws on the NSIA’s retrospective call-in powers; the NSIA came into force on 4 January 2022, but still applies to transactions that completed between 12 November 2020 and 3 January 2022.
LetterOne acquired the entire issued share capital of Upp, previously known as Fibre Me, in January 2021 as part of a £1 billion investment plan to build a regional broadband network reaching 1 million homes in Eastern England by 2025.
The order does not provide details of the specific national security risks and, requires that LetterOne sells its 100% shareholding of Upp ‘within a specified period’. However, the order requires that Upp must complete a security audit of the Upp network prior to sale.
An order was issued by the Secretary of State for BEIS to block the proposed acquisition of HiLight Research by SiLight (Shanghai) Semiconductor.
HiLight Research is a subsidiary of HiLight Semiconductor, a world leader in supplying integrated circuits for optical communications. The transaction was blocked to avoid ‘the potential for HiLight Research Limited’s technology to be used to build technological capabilities which may present national security risks to the UK.’
The orders above are the latest in a number of orders in relation to transactions under the NSIA powers, which include an order made on 16 November 2022 requiring Nexperia, a Dutch firm which is ultimately Chinese-owned, to sell at least 86% of its 100% shareholding in Newport Wafer Fab, a semiconductor manufacturing facility in South Wales. The parties are currently reportedly considering whether to judicially review this decision, given that the transaction has been reviewed under the UK’s previous national security regime already before undergoing a review under the new legislation.
This post was written by Scarlett Sullivan