The Department for Culture, Media and Sport has made the Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026, following a Public Interest Intervention Notice (PIIN) on 12 February 2026 concerning Daily Mail and General Trust plc’s proposed acquisition of Telegraph Media Group Holdings. The instrument was laid before Parliament on 19 February 2026. (gov.uk)
The Order sits within the Enterprise Act 2002 framework that allows the Secretary of State to prevent pre‑emptive action while an intervention notice is in force. In public interest cases, Schedule 7 empowers the Secretary of State to impose interim restrictions to preserve the status quo pending regulatory advice and a ministerial decision. (publications.parliament.uk)
In practical terms, the Order bars the parties connected with the transaction-the PIHL Group and the acquiring entities associated with DMGT-from taking steps that would alter ownership or control of Telegraph Media Group Holdings or its subsidiaries, transfer relevant business or assets, integrate operations with any other enterprise, or otherwise reduce the Telegraph business’s ability to compete independently in affected markets. These restrictions apply only during the period specified by the Order, as defined below.
The instrument requires the Telegraph businesses to be operated separately from DMGT’s enterprises. It preserves the Telegraph’s sales and brand identity, mandates that the business is maintained as a going concern with adequate resources on the basis of existing development plans, and prevents significant changes to organisational structure or to the composition of company boards during the specified period.
Editorial independence is expressly protected. Editors and journalists responsible for Telegraph titles must remain free to make content decisions without influence from the acquiring entities or any external source outside the Telegraph business, and the overall nature, range and quality of UK‑supplied content and services are to be maintained.
Outside the ordinary course of business, assets must be preserved. The Order defines the ordinary course as day‑to‑day supply of goods and services, excluding significant restructuring or post‑merger integration. Accordingly, no disposal of assets or creation of new interests in those assets is permitted during the specified period unless it is routine trading activity or the Secretary of State gives written consent.
Workforce stability is a central requirement. The parties must take all reasonable steps to encourage retention of key staff-defined to include senior executives, those exercising editorial control and other personnel whose performance affects the viability of the Telegraph business-and must not remove or transfer such staff between the Telegraph business and the acquiring entities during the specified period.
Robust reporting and oversight obligations apply. The Secretary of State may require information or statements of compliance, signed by a chief executive officer or a director. The parties must keep the Secretary of State informed of material developments, including departures or appointments of key staff, immediately notify any suspected contravention, and understand that only written consent constitutes ministerial approval for otherwise restricted actions.
The “specified period” begins when DMGT completes acquisition of both RB Investco’s call‑option rights over Telegraph Media Group Holdings and the associated loan interests with Penultimate Investment Holdings, and ends when the PIIN ceases to be in force. Until that end point, the Order functions as a hold‑separate regime designed to preserve competitive and editorial conditions pending regulatory review and ministerial decision.
Regulatory scrutiny is running to a fixed timetable. The Competition and Markets Authority is assessing jurisdiction and competition questions and has invited representations to 5pm on 27 February 2026. Ofcom is considering the media public interest tests on sufficiency of views and of persons with control, also seeking responses by 5pm on 27 February. Both authorities must report to the Secretary of State by 9am on 10 June 2026. (gov.uk)
For the parties, this operates as a clear compliance perimeter. Integration planning, shared systems or data access, cross‑appointments, brand alignment initiatives and asset movements should be paused unless they fall within ordinary trading or have explicit written consent. Editorial governance and day‑to‑day newsroom decision‑making should continue unchanged while the CMA and Ofcom complete their work and the Secretary of State considers next steps after receiving both reports. (gov.uk)