# The Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) (No. 2) Regulations 2025, Note: Explanatory note


(This note is not part of the Regulations)
These Regulations amend the Enterprise Act 2002 (c. 40) (“the Act”) to create exceptions within the merger control regime in Chapter 3A of Part 3 of the Act, which prohibits foreign state newspaper merger situations. A foreign state newspaper merger situation is created where a merger involving a newspaper enterprise, which meets certain conditions as to turnover and share of supply, results in a foreign power being able to control or influence the policy of the person carrying on the newspaper enterprise, or being able to control or influence that policy to a greater extent.
Paragraph 1 of Schedule 6B to the Act provides that a foreign power is able to control or influence the policy of a person carrying on a newspaper enterprise if one or more of five conditions is met, including the conditions that a foreign power holds, directly or indirectly, any shares in the person (“the shares condition”) or any voting rights in the person (“the voting rights condition”).
Part 1A of Schedule 6B to the Act was inserted by the Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) Regulations 2025 (S.I. 2025/922) and creates exceptions to the prohibition by providing that a 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 in certain circumstances, which include circumstances in which a foreign power holds shares or voting rights, indirectly, in a newspaper owner via a state owned investor acting on its behalf. Regulation 2 of these Regulations amends paragraph 2B of Part 1A to provide that a state owned investor acting on behalf of a foreign power (“the main foreign power”), which makes an acquisition which results in it holding more than 5% but no more than 15%, of the shares or voting rights in a newspaper owner directly, may not qualify for an exception, unless it gives a qualifying notification to the Secretary of State and publishes certain information on a website before the end of the period of 14 days beginning with the date of the relevant acquisition. Regulation 2 also amends paragraph 2B of Part 1A to provide that the total shares or voting rights held by state owned investors acting on behalf of foreign powers of any country or territory can be no more than 15% of the shares or voting rights in the newspaper owner, but that certain holdings by foreign powers of countries or territories other than the main foreign power are to be ignored in determining whether the limit of 15% is met.
The amendments made by regulation 2(2) are treated as having come into force on 13th March 2024, in line with the coming into effect of Chapter 3A of Part 3 of the Act, however the provisions of Schedule 6B, paragraph 2B(1)(b) and sub-paragraphs (1A) to (1C) apply only in relation to acquisitions of shares or voting rights made on or after 31st January 2026.
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.

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Source: https://www.legislation.gov.uk/ukdsi/2025/9780348276084/note (the official version)
Page: https://openlegislation.uk/draft-enterprise-act-2002-mergers-involving-newspaper-enterprises-and-foreign-powers-no-2-regulations-2025/note
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.