Changes to the law

Question 1

Listing rules changes

Answer 1

No SH approval would be required under the LRs for

1 - significant / class 1 transactions
2 - related party transactions

As per changes to the LRs that came into force in 2024.

Question 2

NSI Act

Answer 2

• comprises a mandatory and a voluntary filing regime

Mandatory filing regime

• a “CoC” in entities carrying out specified activities in the UK in certain sensitive sectors must be notified to the Government
• must obtain clearance before completion
• if fail to get clearance - criminal offence for responsible directors and others, fines for buyer, transaction void

Call in

• a “CoC” that is outside of the mandatory regime can be called in for review by the Government
• there’s a LSD for a call in of 5 years from completion

Scope

• mandatory filing can apply to a CoC of foreign companies that have UK activities in a sensitive sector
• intra-group reorganisations can be caught even if there’s no change in the UBO