Committee publication · Correspondence · 3 March 2026

Letter from Rt Hon Lisa Nandy MP, Secretary of State for Culture, Media and Sport, regarding Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026, 19 February 2026

From: Culture, Media and Sport Committee

Inquiry: The work of the Department for Culture, Media and Sport

Summary

Lisa Nandy, Secretary of State for Culture, Media and Sport, informs Parliament of a Public Interest Merger Reference Order issued on 19 February 2026 to prevent pre-emptive action by Penultimate Investment Holdings Limited and Daily Mail and General Trust plc during the anticipated acquisition of Telegraph Media Group Holdings Limited. The Order restricts asset transfers, integration, staff changes, and structural reorganisation while requiring the Telegraph to maintain editorial independence, separate operations, and service quality.

Key findings

  • Secretary of State issued a Pre-emptive Action Order under Enterprise Act 2002 section 124(2)(b) to block pre-merger actions by the acquiring and target companies
  • Order prevents transferring ownership, integrating businesses, impairing competitive ability, changing board composition, and removing or transferring key staff
  • Order requires Telegraph Media Group to operate separately, maintain editorial independence, preserve assets and goodwill, and sustain the range and quality of services
  • Order came into force at 10.00am on 19 February 2026, breaching the 21-day convention for negative procedure statutory instruments to protect the public interest
  • Secretary of State will make a written ministerial statement to Parliament when the House returns to draw attention to the Order

Tone

Procedural

Topics

media-ownershipmerger-controlpublic-interesteditorial-independencecompetition-law

Key actors

Lisa Nandy, Dame Caroline Dinenage, Penultimate Investment Holdings Limited, Daily Mail and General Trust plc, Telegraph Media Group Holdings Limited, Competition and Markets Authority

Notable line

… preventing the parties to this merger situation from taking any pre-emptive action that might prejudice a subsequent so-called Phase 2 reference of the matter …

Key Quotes

I made the Public Interest Merger Reference (Telegraph Media Group Holdings Limited) (Pre-emptive Action) Order 2026 (the Order) under section 124(2)(b) of, and paragraph 2(2) of Schedule 7 to, the Enterprise Act 2002 for the purpose of preventing pre-emptive action related to the anticipated acquisition of the Telegraph Media Group Holdings Ltd (TMGH) by Daily Mail and General Trust plc
Lisa Nandy · Notifying Parliament of the Order
… maintain editorial independence of TMGH's papers
Lisa Nandy · Key requirement imposed on parties under the Order
This was necessary in order to protect the public interest by preventing the parties to this merger situation from taking any pre-emptive action that might prejudice a subsequent so-called Phase 2 reference of the matter to the Competition and Markets Authority
Lisa Nandy · Justification for breaching the 21-day convention
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Source · parliament.uk record ↗