Acquisition of the assets and subsidiaries of Truphone Limited by TP Global Operations Limited: Notice of final order variation
Updated 23 April 2024
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1. The National Security and Investment Act 2021 (“the Act”) gives the Secretary of State powers to assess acquisitions of control over entities and assets in, or linked to, the UK that may pose national security risks. If satisfied that a national security risk has arisen or would arise from the acquisition, the Secretary of State can make a final order imposing provisions which are necessary and proportionate to prevent, remedy or mitigate that national security risk. Section 27 of the Act sets out that the Secretary of State must keep each order under review, and may vary or revoke it.
2. The Secretary of State in the Cabinet Office is the decision maker for the Act.
3. The Secretary of State has varied a final order pursuant to section 27 of the Act. The variation comes into force 19th April 2024
4. The Parties who are subject to the order are:
i. TP Global Operations Limited (“the Acquirer”)
ii. TP Global Finance Limited
iii. TP Global Holdings Limited
iv. TP Global Limited
v. HMFK Capital Limited
vi. Hakan Koc
vii. Pyrros Koussios
5. The Acquirer acquired the assets and subsidiaries of Truphone Limited. It did not previously control any of the assets belonging to Truphone Limited. This acquisition constituted a trigger event under section 9(1)(a) of the Act.
6. The final order had the effect of allowing the acquisition of the assets and subsidiaries of Truphone Limited by TP Global Operations Limited, subject to provisions to mitigate the risk to national security.
7. The Secretary of State considered that a risk to national security arises relating to
i. The disruption of UK mobile services; and
ii. The potential for the exploitation of Truphone UK user data.
8. The Secretary of State imposed conditions upon the transaction which:
i. Required the Acquirer to appoint a Chief Information Security Officer (“CISO”) approved by the Secretary of State; and
ii. Put in place telecoms information security measures on the Acquirer and required the Acquirer to carry out a security audit by an HMG approved auditor to produce a report setting out any new security measures.
9. The variation updates the final order in respect of the definitions of assets and subsidiaries of Truphone Limited, to assist compliance with the final order and ensure continued proportionality of its application.
10. The Secretary of State considers that the final order as varied is necessary and proportionate to mitigate the risk to national security.