The Secretary of State for Culture, Media and Sport, Lisa Nandy, has made the Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre‑emptive Action) Order 2026 (SI 2026/144). The instrument, which took effect on 19 February 2026, is intended to prevent any pre‑emptive steps while the government’s public interest review is under way. (statutoryinstruments.parliament.uk)
The Order follows a Public Interest Intervention Notice (PIIN) issued on 12 February 2026 under the Enterprise Act 2002 in relation to the anticipated acquisition of Telegraph Media Group Holdings Limited by Daily Mail and General Trust plc (DMGT). The PIIN initiates a statutory process requiring advice from the Competition and Markets Authority (CMA) and Ofcom to the Secretary of State. (gov.uk)
For the purposes of the instrument, the ‘Acquiring Entities’ are defined as DMGT, Rothermere Continuation Holdings, Rothermere Continuation, and any body corporate interconnected with them. The ‘PIHL Group’ is defined as Penultimate Investment Holdings Limited (PIHL), Ultimate Investment Holdings Limited (UIHL), and any interconnected bodies corporate. RB Investco Limited is also named. The Order applies across England and Wales, Scotland and Northern Ireland.
Obligations apply during a ‘specified period’ that begins once DMGT completes acquisition of both the Call Option Agreement Interests and the PIHL Loan Interests referenced in the Order, and end when the PIIN ceases to be in force. The underlying agreements are dated August and September 2024, as set out in the instrument.
During the specified period, neither the PIHL Group nor the Acquiring Entities may take pre‑emptive action. Prohibited steps include changing or transferring the ownership or control of Telegraph Media Group, Telegraph Media Group Holdings or their subsidiaries; transferring the business or assets (including shares in subsidiaries); integrating the Telegraph business with any other enterprise; or otherwise impairing the Telegraph business’s ability to compete independently.
The Order requires the Telegraph business to be operated separately from the Acquiring Entities’ operations. Separate sales and brand identity must be maintained. The business must be kept as a going concern with sufficient resources for development in line with pre‑acquisition plans, and there must be no significant changes to the organisational structure, senior management responsibilities or to the composition of company boards within the Telegraph group as they stand at the start of the specified period.
Service continuity and editorial protections are explicit. The overall nature, range and quality of goods and services supplied in the United Kingdom by the Telegraph business must be maintained. Editorial independence of the Telegraph titles must be preserved. Outside the ordinary course of business, assets must be maintained and not disposed of or encumbered.
On staffing, both groups must take all reasonable steps to encourage ‘key staff’ to remain. No key staff may be removed from their positions or transferred between the Telegraph business and the Acquiring Entities during the specified period. Key staff include executives, those exercising editorial control over the newspapers, and staff whose performance affects the viability of the business.
Reporting and oversight are formalised. The Secretary of State may require information or statements of compliance, and any compliance statement must be signed by a chief executive officer or company director. The parties must keep the Secretary of State informed of any material developments, including key staff changes, and must immediately notify if they have reason to believe the Order might have been contravened. Any consent to take action that would otherwise contravene the Order is valid only if given in writing.
In parallel with the Order, the CMA and Ofcom are conducting phase 1 assessments arising from the PIIN. Ofcom is examining public interest considerations identified in section 58 of the Enterprise Act 2002, specifically the sufficiency of plurality of views in news media and the sufficiency of persons with control of media enterprises. The CMA is considering jurisdiction and competition matters. Both authorities must report to the Secretary of State by 9am on 10 June 2026. (gov.uk)
Stakeholders have short windows to contribute. Ofcom has invited representations on the public interest test by 5pm on 27 February 2026, while the CMA’s invitation to comment on jurisdiction and competition runs from 13 to 27 February 2026. Contact details for submissions are provided on the regulators’ case pages. (ofcom.org.uk)
In practical terms, the Order is a hold‑separate. Editorial and commercial operations of the Telegraph business must continue on a business‑as‑usual basis, with integration steps off‑limits until the PIIN ceases to be in force or written consent is granted. Actions outside the ordinary course-including asset disposals, changes to senior structures or board composition, and any transfer of key staff-are prohibited unless expressly cleared in writing by the Secretary of State.