Explanatory note

On 26th January 2024, 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 anticipated acquisition of the Telegraph Media Group Limited (“Telegraph Media Group”), Telegraph Media Group Holdings Limited (“Telegraph Media Group Holdings”), or the business or assets (including any shares in subsidiary undertakings) of Telegraph Media Group or Telegraph Media Group Holdings by RB Investco Limited, and/or any of its parent undertakings, subsidiary undertakings or interconnected undertakings or any of its assignees, transferees or successors in title (“the 2024 intervention notice”). An intervention notice on public interest grounds was also given to the Competition and Markets Authority and Ofcom on 30th November 2023, in respect of an associated merger, namely the anticipated acquisition of the Telegraph Media Group by RedBird IMI Media Joint Venture LLC (“the 2023 intervention notice”).

This Order is made for the purpose of preventing “pre-emptive action”, which is action which might prejudice a reference or a possible reference of either matter 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 either reference.

The obligations in this Order apply for a specified period which begins when the Order comes into force and ends when both the 2023 intervention notice and the 2024 intervention notice have ceased to be in force. Article 3 of the Order prevents the PIHL Group, which owns, and is selling, Telegraph Media Group and Telegraph Media Group Holdings, and the prospective buyers of Telegraph Media Group (the “Acquiring Entities”) from taking any pre-emptive action including by changing or transferring ownership or control of the Telegraph Media Group and other related businesses and assets during the specified period. Article 4 requires the PIHL Group and the Acquiring Entities to ensure that no step is taken to integrate the Telegraph Media Group business with any other enterprise, and that, during the specified period, no significant changes are made to the organisational structure of, or the managerial responsibilities within, the Telegraph Media Group business or to board composition within the Telegraph Media Group business or the RB Investco Group, except with the Secretary of State’s prior written consent. Article 5 requires the Acquiring Entities to ensure no steps are taken to change the corporate structure of RB Investco Group as it exists at the start of the specified period. Articles 6 and 7 require the PIHL Group and the Acquiring Entities to take all reasonable steps to retain key staff within the Telegraph Media Group business and to ensure that no key staff are removed from their position or transferred to the Acquiring Entities’ business during the specified period, except with the Secretary of State’s prior written consent. Articles 8 to 11 impose reporting obligations and article 12 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. Article 13 revokes the Public Interest Merger Reference (Telegraph Media Group Ltd) (Pre-emptive Action) Order 2023 (S.I. 2023/1300).

The provisions of this Order, unless previously revoked, will cease to have effect if the Secretary of State accepts an undertaking under paragraph 3 of Schedule 7 to the Enterprise Act 2002 instead of referring either merger to the Competition and Markets Authority under section 45 of the Act or when both the first intervention notice and the second intervention notice have otherwise ceased to be in force in accordance with section 43 of the Act.

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.