The Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) (No. 2) Regulations 2025

Published: Thu 18th Dec 25

These Regulations amend Part 1A of Schedule 6B to the Enterprise Act 2002, establishing specific conditions under which a foreign power that controls or influences a newspaper owner via a state-owned investor is exempt from merger control prohibitions.

The amendments replace previous conditions by requiring state-owned investors holding directly between 5% and 15% of shares or voting rights in a newspaper owner to issue a qualifying notification to the Secretary of State and publish specified information online within 14 days of acquisition to qualify for the exception, while also limiting the total aggregate holding by state-owned investors across all foreign powers to 15%.

Arguments For

Creates specific conditions and transparency requirements for state-owned investors acquiring stakes in UK newspaper enterprises, aiming to protect media plurality and national interest.
Establishes clear notification and publication obligations for state-owned investors holding between 5% and 15% of shares or voting rights, enabling the Secretary of State to monitor foreign influence in the media.
Provides a carve-out mechanism from the prohibition on foreign state merger situations, recognizing that some state-owned investment via proxies may not pose a threat if thresholds are met and disclosures are made.

Arguments Against

Imposing regulatory burdens (notifications and web publication) on state-owned investors engaging in necessary commercial activities related to UK media assets.
The partial retrospective application to March 13, 2024, could create uncertainty regarding legal compliance for acquisitions/arrangements undertaken before the regulations' formal commencement.
The 15% cumulative threshold for total holdings by state-owned investors from any foreign power may restrict legitimate foreign minority investment, even if independently justifiable.

The Secretary of State makes these Regulations in exercise of the powers conferred by section 124(2) and (3) of, and paragraph 15 of Schedule 6B to, the Enterprise Act 2002.

In accordance with section 124(6A) of the Enterprise Act 2002, a draft of these Regulations was laid before Parliament and approved by a resolution of each House of Parliament.

The Secretary of State created these rules using powers granted by sections 124(2) and (3) and paragraph 15 of Schedule 6B of the Enterprise Act 2002.

Before enactment, a draft of the Regulations was presented to Parliament, and both the House of Commons and the House of Lords formally approved the draft.

Citation, commencement and extent 1. (1) These Regulations may be cited as the Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) (No. 2) Regulations 2025.

(2) These Regulations come into force on 31st January 2026 (but see regulation 3).

(3) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Regulation 1 details how the legislation is officially named: The Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) (No. 2) Regulations 2025.

The rules generally become effective on January 31, 2026, although Regulation 3 provides specific exceptions regarding the start date.

The legislation applies across the whole of the United Kingdom: England, Wales, Scotland, and Northern Ireland.

State owned investors 2. (1) In Part 1A of Schedule 6B to the Enterprise Act 2002 (control or influence of a person by a foreign power), paragraph 2B is amended as follows.

(2) For sub-paragraph (1) substitute—

“(1) A foreign power (“the main foreign power”) is not able to control or influence the policy of a newspaper owner by virtue of the shares condition or the voting rights condition where—

(a) all of the shares or voting rights that the main foreign power holds in the newspaper owner are held by the foreign power, indirectly, via a state owned investor acting on behalf of the foreign power,

(b) where the state owned investor holds, directly, more than 5% but no more than 15% of the shares or voting rights in the newspaper owner, the condition in sub-paragraph (1A) is met, and

(c) the total holdings of shares or voting rights in the newspaper owner held, directly or indirectly, by state owned investors acting on behalf of any foreign power of any country or territory is no more than 15% of the shares or voting rights in the newspaper owner (subject to sub-paragraph (1D)).

(1A) The condition is that, before the end of the period of 14 days beginning with the acquisition date, the state owned investor—

(a) gives the Secretary of State a qualifying notification, and

(b) publishes on a website the information in sub-paragraph (1C).

(1B) For the purposes of sub-paragraph (1A)—

(a) a qualifying notification is a notification that the state owned investor has acquired, or proposes to acquire, shares or voting rights in the newspaper owner, with the result that the state owned investor holds, or will hold, directly, more than 5% of the shares or voting rights in the newspaper owner, and

(b) the acquisition date is the date on which the state owned investor acquires shares or voting rights in the newspaper owner, with the result that the state owned investor holds, directly, more than 5% of the shares or voting rights in the newspaper owner.

(1C) The information is—

(a) the name of the state owned investor,

(b) the foreign country or territory of the foreign power on whose behalf the state owned investor is acting,

(d) the percentage of shares or voting rights that it holds or proposes to hold in the newspaper owner as a consequence of an acquisition which has resulted or would result in the state owned investor holding, directly, more than 5% of the shares or voting rights in the newspaper owner.

(1D) For the purposes of sub-paragraph (1)(c), holdings of a state owned investor acting on behalf of a foreign power of a country or territory other than the country or territory of the main foreign power are to be ignored where they comprise no more than 5% of the shares or voting rights in a quoted company within the meaning given by section 385(2) of the Companies Act 2006.”.

(3) Omit sub-paragraph (2).

Regulation 2 modifies existing rules in the Enterprise Act 2002 concerning when a foreign state exercising influence over a newspaper owner through share ownership is exempt from control measures.

An exemption applies if the foreign power's holdings are entirely indirect via a state-owned investor acting for it.

If that investor directly holds between 5% and 15% of shares or votes, an additional condition must be met: the investor must notify the Secretary of State and publish required information online within 14 days of the acquisition date.

Furthermore, the total shareholding held by state-owned investors, regardless of which specific foreign power they act for, must generally not exceed 15% of the newspaper owner.

The definition of a 'qualifying notification' relates to acquisitions resulting in the investor directly holding over 5% of shares or voting rights.

If the newspaper owner is a quoted company, holdings by state-owned investors acting for foreign powers other than the 'main foreign power' are ignored when calculating the 15% limit, provided those other holdings do not exceed 5%.

Partial retrospective effect 3. (1) The amendments made by regulation 2(2) are to be treated as having come into force on 13th March 2024.

(2) But the following provisions of paragraph 2B of Schedule 6B to the Enterprise Act 2002 (as inserted by regulation 2(2)) apply only in relation to acquisitions of shares or voting rights made on or after 31st January 2026—

(a) paragraph (b) of sub-paragraph (1), and

(b) sub-paragraphs (1A) to (1C).

Regulation 3 dictates that the substantive changes made by regulation 2(2) are legally considered to have come into effect on March 13, 2024.

However, specific components detailed within the substituted paragraph 2B—namely the requirement for notification when holding 5% to 15% (sub-paragraph (1)(b)) and the entire notification/publication mechanism (sub-paragraphs (1A) to (1C))—only apply to acquisitions of shares or voting rights occurring on or after January 31, 2026.

View Source

Justice Local Government Transport

The Air Navigation (Restriction of Flying) (Dinas Powys, Wales) (Emergency) Regulations 2026

Fri 10th Apr 26

Regulations immediately restricted unmanned aircraft below 1,400 feet over a specified area in Dinas Powys, Wales, due to an emergency.

Housing Justice Labour

The Tribunal Procedure (First-tier Tribunal) (Property Chamber) (Amendment) Rules 2026

Wed 8th Apr 26

The Rules amended the 2013 Tribunal Procedure for the Property Chamber to incorporate jurisdiction under the Renters' Rights Act 2025 and adjusted provisions related to costs orders for Housing Act 1988 financial penalty appeals.

Health and Social Care Justice

Correction Slip

Tue 7th Apr 26

A correction notice was issued for The Mental Health Act 2025 (Commencement No. 1) Regulations 2026, amending a referencing error in a footnote.

Defence Justice

The Boiler Upgrade Scheme (England and Wales) (Amendment) Regulations 2026

Wed 1st Apr 26

Enacted provisions expanding police powers regarding protests, public order offenses, and stop and search; concurrently made procedural changes affecting certain aspects of sentencing and the courts.