The Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026
This Statutory Instrument, made by the Secretary of State under the Enterprise Act 2002, prevents the parties involved in the proposed acquisition of Telegraph Media Group Holdings Limited by Daily Mail and General Trust plc (DMGT) from taking 'pre-emptive action' while a public interest intervention notice remains in force; the Order mandates that the Telegraph Media Group Holdings business must be carried on separately, maintaining its operational status, editorial independence, key staff, and market position until the review period concludes.
Arguments For
The Order ensures that the Telegraph Media Group Holdings business remains competitive and independent while the Secretary of State reviews the proposed acquisition on public interest grounds.
It prevents the merging parties from taking actions that could prejudice the subsequent regulatory review by the Competition and Markets Authority (CMA) or render any future intervention or remedies ineffective.
Maintaining editorial independence and preventing immediate integration safeguards the public interest in media plurality and the continued quality of services provided by the newspaper business during the intervention period.
Arguments Against
Imposing restrictions on pre-emptive action limits the operational flexibility of the acquiring entities and the target business during the specified period, potentially affecting ongoing business decisions.
The strict maintenance obligations on staff, organizational structure, and assets could unduly burden management and restrict necessary day-to-day operations or planned developmental activities.
Delaying any integration or structural changes until the review is complete may create inefficiencies or increase complexity when any final merger decision is eventually implemented or blocked.
STATUTORY INSTRUMENTS
2026 No. 144
COMPETITION
The Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026
This formally introduces the legal instrument as a Statutory Instrument, designated as 2026 No. 144, pertaining to Competition law, and names it the Pre-emptive Action Order concerning the merger reference involving Telegraph Media Group Holdings Limited.
Made - - - - at 7.15 a.m. on 19th February 2026 Laid before Parliament at 2.00 p.m. on 19th February 2026 Coming into force at 10.00 a.m. on 19th February 2026
This outlines the key dates and times for the Order's creation, presentation to Parliament, and its effective commencement.
The Order was made on February 19th, 2026, and became law shortly thereafter.
The Secretary of State makes this Order in exercise of the powers conferred by section 124(2)(b) of, and paragraph 2(2) of Schedule 7 to, the Enterprise Act 2002( 1 ).
The Secretary of State enacted this Order using specific legal powers granted under sections of the Enterprise Act 2002.
These powers specifically relate to making orders concerning merger references where public interest concerns have been raised.
In accordance with paragraph 2(1) of Schedule 7 to the Enterprise Act 2002, an intervention notice in respect of the proposed acquisition of Telegraph Media Group Holdings Limited by Daily Mail and General Trust plc ('the proposed acquisition'), given by the Secretary of State on 12th February 2026 under section 42(2) of the Enterprise Act 2002( 2 ), is in force( 3 ).
A public interest intervention notice was officially issued by the Secretary of State concerning the planned takeover of Telegraph Media Group Holdings by DMGT on February 12th, 2026.
This action, authorized under Section 42(2) of the Act, is currently active, triggering the authority to make this Order.
In accordance with paragraph 2(10)(a) of Schedule 7 to the Enterprise Act 2002( 4 ), the Secretary of State has reasonable grounds for suspecting that as a result of the proposed acquisition it is or may be the case that arrangements are in progress or in contemplation which, if carried into effect, will result in two or more enterprises ceasing to be distinct.
The Secretary of State believes there are credible reasons to suspect that the proposed acquisition would lead to distinct enterprises combining.
This finding, based on Schedule 7 powers, confirms the jurisdictional basis for intervening in the merger process.
Citation, commencement and extent
- -(1) This Order may be cited as the Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026 and comes into force at 10.00 a.m. on 19th February 2026.
(2) This Order extends to England and Wales, Scotland and Northern Ireland.
Article 1 establishes the official title of the Order and states that it takes effect at 10:00 a.m. on February 19th, 2026.
Furthermore, the legal provisions within this Order apply across all constituent countries of the United Kingdom: England, Wales, Scotland, and Northern Ireland.
Interpretation
- In this Order-
'Acquiring Entities' means-
- (a) DMGT;
- (b) Rothermere Continuation Holdings;
- (c) Rothermere Continuation;
- (d) any other body corporate interconnected( 5 ) with DMGT, Rothermere Continuation Holdings or Rothermere Continuation;
'Acquiring Entities' business' means any enterprises( 6 ) carried on by any of the Acquiring Entities;
'Act' means the Enterprise Act 2002;
'Call Option Agreement Interests' means the rights, title and interests in, and obligations of RB Investco under, the amended and restated call option agreement dated 10th August 2024, as supplemented under a supplemental side letter dated 10th September 2024, to acquire the entire issued share capital of Telegraph Media Group Holdings;
'DMGT' means Daily Mail and General Trust plc, a company incorporated in England and Wales (registered number 00184594);
'editorial independence' means the freedom for editors and journalists of the newspapers( 7 ) published by the Telegraph Media Group Holdings business to make decisions about the content of publications without influence from the Acquiring Entities or any other source outside of the Telegraph Media Group Holdings business;
'key staff' means-
- (a) staff in a position of executive responsibility within the Telegraph Media Group Holdings business;
- (b) staff who exercise editorial control over the newspapers published by the Telegraph Media Group Holdings business;
- (c) staff whose performance affects the viability of the Telegraph Media Group Holdings business;
'ordinary course of business' means matters connected to the day-to-day supply of goods or services (or both) by the Telegraph Media Group Holdings business and does not include matters involving significant changes to the organisational structure or related to the postmerger integration of the Telegraph Media Group Holdings business and the Acquiring Entities' business;
'PIHL' means Penultimate Investment Holdings Limited, a company incorporated in the British Virgin Islands (registered number 1044811);
'PIHL Group' means PIHL, UIHL and any other body corporate interconnected with PIHL or UIHL;
'PIHL Loan Interests' means the rights, title and interests in, and obligations of RB Investco under, the amended and restated loan agreement between PIHL and RB Investco dated 10th September 2024 as further amended by an amendment letter dated 29th September 2024 and the amount outstanding thereunder together with any related security, guarantees and other collateral in respect thereof;
'PIIN' means the intervention notice issued on 12th February 2026 by the Secretary of State under section 42 of the Act in relation to the proposed acquisition;
'proposed acquisition' means the proposed acquisition by DMGT of Telegraph Media Group Holdings;
'RB Investco' means RB Investco Limited, a company incorporated in England and Wales (registered number 15001650);
'Rothermere Continuation' means Rothermere Continuation Limited, a company incorporated in Jersey (registered number 41260);
'Rothermere Continuation Holdings' means Rothermere Continuation Holdings Limited, a company incorporated in Jersey (registered number 161271);
'specified period' means the period beginning with the date and time of the completion of the acquisition by DMGT of the Call Option Agreement Interests and the PIHL Loan Interests and ending when the PIIN ceases to be in force;
'Telegraph Media Group' means Telegraph Media Group Limited, a company incorporated in England and Wales (registered number 00451593);
'Telegraph Media Group Holdings' means Telegraph Media Group Holdings Limited, a company incorporated in England and Wales (registered number 14551860);
'Telegraph Media Group Holdings business' means Telegraph Media Group, Telegraph Media Group Holdings and the business or assets (including any shares in their subsidiaries( 8 )) of Telegraph Media Group or Telegraph Media Group Holdings;
'UIHL' means Ultimate Investment Holdings Limited, a company incorporated in the British Virgin Islands (registered number 34501).
Article 2 defines key terms used throughout the rest of the Order.
This is crucial for understanding which entities are bound by the restrictions ('Acquiring Entities', 'PIHL Group'), which assets are protected ('Telegraph Media Group Holdings business'), and the scope of the restriction ('specified period').
Definitions cover the buyer parties, including DMGT and its interconnected entities, the target company group, and specific financial interests like the Call Option Agreement Interests and Loan Interests.
Importantly, 'editorial independence' is strictly defined as freedom from outside influence over content decisions for the newspapers involved.
Interim provisions
- The PIHL Group and the Acquiring Entities must not, during the specified period, take any pre-emptive action( 9 ) in relation to the proposed acquisition, including any action which might-
- (a) change or transfer the ownership or control of Telegraph Media Group, Telegraph Media Group Holdings or their subsidiaries;
- (b) transfer the ownership of the business or assets (including any shares in their subsidiaries) of Telegraph Media Group or Telegraph Media Group Holdings;
- (c) integrate the Telegraph Media Group Holdings business with any other enterprise;
- (d) otherwise impair the ability of the Telegraph Media Group Holdings business to compete independently in any of the markets affected by the proposed acquisition.
Article 3 imposes the core restriction: the PIHL Group and the Acquiring Entities are forbidden from taking any 'pre-emptive action' during the 'specified period'.
Pre-emptive action covers any step that could change ownership or control of the target companies or their assets.
Crucially, the entities cannot integrate the Telegraph Media Group Holdings business with any other enterprise or take steps that would harm its independent competitive ability in the relevant markets.
- The PIHL Group and the Acquiring Entities must, during the specified period, ensure that-
- (a) the Telegraph Media Group Holdings business is carried on separately from the Acquiring Entities' business and the Telegraph Media Group Holdings business' separate sales and brand identity is maintained;
- (b) the Telegraph Media Group Holdings business is maintained as a going concern and sufficient resources are made available for the development of the Telegraph Media Group Holdings business on the basis of any plans for the development of the Telegraph Media Group Holdings business made prior to the proposed acquisition;
- (c) no significant changes are made to-
- (i) the organisational structure of, or the senior management responsibilities within, the Telegraph Media Group Holdings business;
- (ii) the composition of the boards of the companies within the Telegraph Media Group Holdings business as they exist at the start of the specified period;
- (d) the overall nature, range and quality of goods and services supplied in the United Kingdom by the Telegraph Media Group Holdings business is maintained;
- (e) editorial independence of the newspapers published by the Telegraph Media Group Holdings business is maintained;
- (f) except in the ordinary course of business-
- (i) all of the assets of the Telegraph Media Group Holdings business are maintained, including facilities and goodwill;
- (ii) none of the assets of the Telegraph Media Group Holdings business are disposed of;
- (iii) no interest in the assets of the Telegraph Media Group Holdings business is created or disposed of.
Article 4 mandates specific requirements for running the Telegraph Media Group Holdings business during the specified period.
The business must operate distinctly and maintain its separate brand identity from the Acquiring Entities' operations.
Resources must be sufficient to keep the business viable according to pre-acquisition development plans.
Significant organizational, management, or board structure changes are prohibited, as is any change to the nature or quality of its services.
Furthermore, asset disposals or creation of new interests in assets are barred, unless these actions fall within the defined 'ordinary course of business' (day-to-day operations).
- The PIHL Group and the Acquiring Entities must take all reasonable steps to encourage key staff to remain within the Telegraph Media Group Holdings business during the specified period.
The parties responsible for the acquisition must actively try to ensure that key personnel essential to the target business remain employed there throughout the review period.
- The PIHL Group and the Acquiring Entities, so far as it is within their respective powers to do so, must ensure that during the specified period-
- (a) no key staff are removed from their positions within the Telegraph Media Group Holdings business;
- (b) no key staff are transferred between the Telegraph Media Group Holdings business and the Acquiring Entities' business.
Article 6 places a positive obligation on the acquiring groups to prevent the removal or transfer of key staff out of the Telegraph Media Group Holdings business into the Acquiring Entities’ business while the Order is active.
Compliance
- The PIHL Group and the Acquiring Entities must provide to the Secretary of State such information or statement of compliance as the Secretary of State may require for the purposes of monitoring compliance with this Order.
The parties bound by the Order must supply any necessary information or formal compliance statements requested by the Secretary of State to allow for effective monitoring of adherence to these provisions.
- A compliance statement must be signed by the chief executive officer or a director of a company within the PIHL Group or the Acquiring Entities as the case may be.
Any formal compliance statement submitted must be certified by a high-ranking official, specifically the chief executive officer or a director of the relevant company within either the PIHL Group or the Acquiring Entities.
- The PIHL Group and the Acquiring Entities must, during the specified period, keep the Secretary of State informed of any material developments relating to the Telegraph Media Group Holdings business, which includes details of key staff who leave or join the Telegraph Media Group Holdings business.
Throughout the specified period, the involved entities must immediately report any important changes concerning the target business to the Secretary of State.
This reporting duty explicitly includes notifying the Secretary of State about any departures or appointments among key staff.
- If any company within the PIHL Group or any of the Acquiring Entities has any reason to believe this Order might have been contravened, it must immediately notify the Secretary of State providing details including who might have contravened the Order and why it believes the Order might have been contravened.
There is a mandatory requirement for immediate self-reporting if any company involved suspects a breach of this Order has occurred.
Notification must include identifying the party potentially in contravention and the grounds for that belief.
Derogations
- For the purposes of paragraph 2(2C) of Schedule 7 to the Act( 10 ), the Secretary of State is not to be treated as having consented to the taking of action or action of a particular description which would otherwise constitute a contravention of this Order unless the consent is in writing.
Article 11 clarifies that any permission given by the Secretary of State to allow an action that would otherwise break the Order must be formally documented in writing.
Implied or verbal consent is explicitly excluded as a defense against contravention.
at 7.15 a.m. on 19th February 2026
Lisa Nandy Secretary of State Department for Culture, Media and Sport
This section verifies the date the order was signed and confirms the authority under which it was made, showing the signature of Lisa Nandy, the Secretary of State for the Department for Culture, Media and Sport.
EXPLANATORY NOTE
(This note is not part of the Order)
On 12th February 2026, the Secretary of State gave the Competition and Markets Authority and Ofcom an intervention notice on public interest grounds under section 42 of the Enterprise Act 2002 (c. 40) ('the Act') in respect of the proposed acquisition of the Telegraph Media Group Holdings Limited ('Telegraph Media Group Holdings') by Daily Mail and General Trust plc ('DMGT') ('the Public Interest Intervention Notice').
This Order is made for the purpose of preventing the parties to the proposed acquisition ('the parties') from taking 'pre-emptive action', as defined in paragraph 2(12) of Schedule 7 to the Act, which is action which might prejudice a reference or a possible reference to the Competition and Markets Authority under section 45 of the Act or impede the taking of any remedial action under Part 3 of the Act which may be justified by the Secretary of State's decisions on the reference.
The obligations in this Order apply for a specified period which begins when DMGT acquires the rights, title and interests in, and obligations of RB Investco Limited under, both a call option agreement to acquire the shares in Telegraph Media Group Holdings and a loan agreement with Penultimate Investment Holdings Limited and ends when the Public Interest Intervention Notice has ceased to be in force.
Article 3 of the Order imposes restrictions which prevent the parties from taking pre-emptive action during the specified period, including by taking action which might change or transfer ownership or control of the Telegraph Media Group Holdings and other related businesses and assets, integrate the Telegraph Media Group Holdings business with any other enterprise, or otherwise impair the Telegraph Media Group Holdings business from competing independently in markets affected by the proposed acquisition. Article 4 of the Order imposes specific restrictions in relation to the carrying on of the Telegraph Media Group Holdings business during the specified period. Articles 5 and 6 require the parties to take all reasonable steps to encourage key staff to remain within the Telegraph Media Group Holdings business and to ensure that no key staff are removed from their position or transferred between the Telegraph Media Group Holdings business and the business of the acquiring entities during the specified period. Articles 7 to 10 impose reporting obligations on the parties and article 11 provides that the Secretary of State is not to be treated as having consented to any action in derogation of the requirements of this Order, unless she has consented in writing.
By virtue of paragraph 2(9) of Schedule 7 to the Act, this Order will cease to be in force when the Public Interest Intervention Notice ceases to be in force, unless it has ceased to be in force earlier.
A full impact assessment has not been produced for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen. An Explanatory Memorandum is available alongside the instrument on the UK legislation website, http://www.legislation.gov.uk.
The Explanatory Note confirms that an intervention notice regarding the DMGT/Telegraph Media Group Holdings acquisition was issued on February 12th, 2026, due to public interest grounds.
The Order's central purpose is to stop 'pre-emptive action' that could undermine the subsequent reference to the Competition and Markets Authority (CMA) or frustrate any future regulatory remedies.
The obligations apply from the point DMGT acquires control interests until the intervention notice expires.
The Note summarizes Articles 3 through 11, detailing prohibitions on transactions, requirements for maintaining business operations and editorial independence, staff retention duties, and compliance reporting.
Finally, the Note confirms the Order automatically lapses when the Public Interest Intervention Notice expires and states that a full impact assessment was deemed unnecessary as significant impacts were not foreseen.