{
  "url": "https://openlegislation.uk/public-interest-merger-reference-telegraph-media-group-holdings-limited-pre-emptive-action-order-2026/note",
  "json_url": "https://openlegislation.uk/public-interest-merger-reference-telegraph-media-group-holdings-limited-pre-emptive-action-order-2026/note.json",
  "legislation": "uksi/2026/144",
  "legislation_title": "The Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026",
  "legislation_url": "https://openlegislation.uk/public-interest-merger-reference-telegraph-media-group-holdings-limited-pre-emptive-action-order-2026",
  "path": "note",
  "kind": "note",
  "number": null,
  "heading": "Explanatory note",
  "text": "(This note is not part of the Order)\nOn 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”).\nThis 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.\nThe 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.\nArticle 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.\nBy 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.\nA 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.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2026/144/note",
    "retrieved_at": "2026-10-28T21:06:01.882985+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}