The Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026

• Citation: S.I. 2026/144
• Sections: 11

Section 1 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.

Section 2 Interpretation

In this Order—

“ Acquiring Entities ” means—

DMGT;

Rothermere Continuation Holdings;

Rothermere Continuation;

any other body corporate interconnected with DMGT, Rothermere Continuation Holdings or Rothermere Continuation;

“ Acquiring Entities’ business ” means any enterprises 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 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—

staff in a position of executive responsibility within the Telegraph Media Group Holdings business;

staff who exercise editorial control over the newspapers published by the Telegraph Media Group Holdings business;

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 post-merger 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 ) 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).

Section 3 Interim provisions

The PIHL Group and the Acquiring Entities must not, during the specified period, take any pre-emptive action 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.

Section 4

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.

Section 5

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.

Section 6

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.

Section 7 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.

Section 8

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.

Section 9

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.

Section 10

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.

Section 11 Derogations

For the purposes of paragraph 2(2C) of Schedule 7 to the Act , 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.