Categories of Trigger Events Sample Clauses

Categories of Trigger Events. (for qualifying assets): The trigger event occurs where there is an acquisition of a right or interest in (or in relation to) a qualifying asset which gives the acquirer the ability to either: • Use the qualifying asset or use it to a greater extent than before the acquisition. • Direct or control how the asset is used or do so to a greater extent than before the acquisition. In summary, the NSIA Act identifies specific trigger events related to the acquisition of control over qualifying entities or assets. This approach shifts the focus away from financial metrics and toward ensuring that acquisitions potentially affecting national security are subject to review and intervention by the UK government. Notification thresholds A transaction is subject to a duty of mandatory notification where both of the following criteria are met: • Trigger event requirement. As a result of the acquisition, the acquirer gains control of a qualifying entity by either: ✓ increasing the percentage of shares (or votes) that it holds in the entity to: (i) more than 25%; (ii) more than 50%; or (iii) at least 75%; or ✓ acquiring voting rights in the entity that enable it to secure or prevent the passage of any class of resolution governing the entity’s affairs. • Sector requirement. The qualifying entity undertakes particular activities in the UK within a specified high-risk sector of the economy. The definitions of the relevant sectors are discussed further below (Q5). It is important to note that the power of the Secretary of State to call-in transactions is not limited to those where there is a mandatory duty to notify. Also please note that the duty does not extend to the acquisition of qualifying assets at the current time. As stated elsewhere, the parties may also make a voluntary filing. They may wish to do this if the mandatory filing duty does not arise but they consider the transaction may be called in.