DCMS has consented to derogations from the Public Interest Merger Reference (Telegraph Media Group Limited) (Pre‑emptive Action) Order 2024, enabling Daily Mail and General Trust plc (DMGT) to acquire identified interests held by RB Investco Ltd. The Department’s letter of 19 February 2026 confirms this consent and asks RB Investco to provide written confirmation, with documentary proof, once the transaction completes. (assets.publishing.service.gov.uk)
Under RB Investco’s request of 16 December, DMGT may take over RB Investco’s Telegraph‑related position under the amended and restated call option agreement and assume RB Investco’s position under the amended and restated loan agreement with Penultimate Investment Holdings Limited dated 10 September 2024, as amended on 29 September 2024. The assignments include outstanding amounts and related security, guarantees and collateral; the correspondence describes these combined steps as the ‘Proposed Transaction’. (assets.publishing.service.gov.uk)
The 2024 Pre‑emptive Action Order was introduced to protect the integrity of the public interest merger process. In a ministerial statement to Parliament, the Secretary of State explained that the order prohibits any transfer of ownership or control of Telegraph Media Group (TMG) without prior written consent while the case is under consideration. (hansard.parliament.uk)
Hansard further records additional safeguards: parties must avoid integration of TMG with any acquiring entity; must not make significant changes to management and board composition at TMG or at the acquiring entities; and must encourage retention of key editorial, executive and managerial staff. The order took effect at 11:00 on 30 January 2024 and revoked an earlier order made in December 2023. (hansard.parliament.uk)
The public interest regime was engaged by Public Interest Intervention Notices issued on 30 November 2023 and 26 January 2024. Ofcom is required to report on media public interest considerations and the Competition and Markets Authority on jurisdiction and competition. On 19 March 2024, the Secretary of State stated she was minded to refer the merger to a Phase 2 investigation, subject to representations. (ofcom.org.uk)
Today’s consent is narrowly framed: it disapplies Articles 3(a), 3(b) and 4(a) of the 2024 Order only for the steps and instruments that give effect to the Proposed Transaction described by RB Investco. No broader authorisation is granted by this correspondence. (assets.publishing.service.gov.uk)
For stakeholders, the practical effect is permission to transfer financing and option rights linked to TMG from RB Investco to DMGT. The hold‑separate requirements, restrictions on governance changes and the prohibition on integration continue to apply to any further steps unless the Secretary of State issues additional consents. (hansard.parliament.uk)
DCMS continues to publish correspondence and derogation consents related to this case on its collection page, providing a transparent record of approvals issued in 2024 and 2025. The 19 February 2026 letter sits within that ongoing sequence. (gov.uk)
Decisions under the 2024 Order are taken by the Secretary of State for Culture, Media and Sport, a role currently held by Lisa Nandy MP. (gov.uk)