The Department for Culture, Media and Sport has made the Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026 (SI 2026/144), placing hold-separate obligations on the Telegraph business while Daily Mail and General Trust’s proposed acquisition is assessed. The measure sits alongside the Public Interest Intervention Notice (PIIN) issued on 12 February 2026, which triggered parallel assessments by the Competition and Markets Authority (CMA) and Ofcom. (gov.uk)
The legal purpose is straightforward: prevent any step that might prejudice a merger reference or impede potential remedies while the PIIN is in force. Similar orders were applied to earlier iterations of the Telegraph sale in 2023 and 2024, underscoring the government’s use of Schedule 7 powers under the Enterprise Act to preserve the status quo pending scrutiny. (hansard.parliament.uk)
Scope is broad. The Order applies to the acquiring side-Daily Mail and General Trust plc (DMGT), Rothermere Continuation Holdings and Rothermere Continuation-and to current ownership vehicles Penultimate Investment Holdings Limited (PIHL) and Ultimate Investment Holdings Limited (UIHL), together with any bodies corporate interconnected with them. It also references RB Investco’s call option over Telegraph Media Group Holdings and related loan arrangements with PIHL, reflecting the transaction’s staged structure as disclosed to government.
Operational separation is mandatory. The Telegraph business must be carried on entirely separately from the acquirer’s group, with its own sales and brand identity maintained and the enterprise kept as a going concern. The Order requires that editorial independence is maintained so that editors and journalists can make content decisions free from external influence by the acquiring entities. These safeguards mirror undertakings and principles the Secretary of State has stressed in previous statements on the case. (parallelparliament.co.uk)
Governance and assets are effectively frozen. No significant changes may be made to organisational structures or senior management responsibilities, and the composition of company boards within the Telegraph group must be preserved. Except in the ordinary course of business, assets must be maintained and not disposed of, and no new interests over assets may be created. The overall nature, range and quality of goods and services supplied in the UK by the Telegraph business must be maintained.
People measures are explicit. The parties must take all reasonable steps to encourage key staff-executive leaders, those exercising editorial control, and others critical to viability-to remain. During the Order’s operation, key staff may not be removed from their roles or transferred between the Telegraph business and the acquirer’s group. These protections are consistent with previous government interventions on this transaction. (hansard.parliament.uk)
Compliance is formalised. The parties must provide any information or statements of compliance required by the Secretary of State; statements must be signed by a chief executive or director. They must promptly notify DCMS of material developments, including movements of key staff, and immediately report any suspected contraventions, identifying who may have breached the Order and why. Derogations require the Secretary of State’s written consent-a mechanism DCMS has used in earlier stages of the wider Telegraph process. (gov.uk)
Timing is tied to the deal’s structure. The Order takes effect for a specified period that begins when DMGT completes acquisition of both RB Investco’s call option agreement interests and the PIHL loan interests and ends when the PIIN ceases to be in force. In practice, that keeps the Telegraph ring‑fenced through the public interest and competition assessments.
Regulatory milestones are fixed. Under the PIIN, the CMA is examining jurisdiction and competition issues while Ofcom assesses the media public interest considerations. Both must report to the Secretary of State by 9am on 10 June 2026. The CMA and Ofcom have invited written representations, with submissions due by 5pm on 27 February 2026. (gov.uk)
Next steps are procedural. After receiving both reports the Secretary of State will decide whether to refer the transaction for an in‑depth investigation under section 45 of the Enterprise Act. Until the PIIN falls away-or specific written consents are granted-the hold‑separate requirements remain the operative baseline for management, staff and commercial counterparties engaging with the Telegraph business. (gov.uk)