UK consents to derogations for Telegraph DMGT deal

Here’s the change you need to know about. On 19 February 2026, the Department for Culture, Media and Sport confirmed consent for specific “derogations” from the 30 January 2024 Pre‑emptive Action Order covering the Telegraph Media Group. This allows Daily Mail and General Trust (DMGT) to acquire RB Investco’s rights linked to a Telegraph call option and a related loan-steps that would otherwise be blocked under the order. The department also asks RB Investco to send written confirmation and proof once that transaction is done. (assets.publishing.service.gov.uk)

A quick refresher: a pre‑emptive action order is the government’s “do not alter anything significant while checks happen” instruction in a sensitive media merger. In this case (made as S.I. 2024/103), it barred transferring ownership or control, major changes to boards or management, and any integration moves without written consent-alongside protections for key editorial staff. The order took effect at 11am on 30 January 2024. (hansard.parliament.uk)

So what is a derogation? It is permission to do a tightly defined action that the order would normally stop. The consent here applies to the “various steps and documents” needed to complete the specific transfer of rights described by RB Investco, and it references Articles 3(a), 3(b) and 4(a) of the 2024 order. That is not a blanket approval of a full takeover; it is a limited carve‑out for this step. (assets.publishing.service.gov.uk)

Let’s translate the transaction into plain English. DMGT is cleared to acquire two things from RB Investco: the “COA Interests”, which are RB Investco’s rights and obligations under a call‑option agreement related to the Telegraph; and the “PIHL Loan Interests”, which are RB Investco’s rights and obligations under a loan agreement with Penultimate Investment Holdings Limited (plus any related security or guarantees). A call option is a contractual right to buy something later; transferring that right can be a key step towards a purchase. (assets.publishing.service.gov.uk)

Where does this sit in the wider process? Back on 26 January 2024, ministers issued a Public Interest Intervention Notice (PIIN) to scrutinise the then‑anticipated RB Investco acquisition because of public interest concerns listed in section 58 of the Enterprise Act. That is why a fresh pre‑emptive action order was made the following week. (gov.uk)

Fast‑forward to this year: on 20 January 2026, DCMS wrote to representatives of Penultimate Investment Holdings to say the Secretary of State is minded to refer DMGT’s proposed acquisition of the Telegraph group for further investigation by Ofcom. In other words, full clearance is not a given; scrutiny of media plurality can still follow. (gov.uk)

What stays frozen? Everything not covered by the new consent. The pre‑emptive action order still restricts things like transferring control of the Telegraph business, reshaping boards, or integrating operations without written approval. That helps keep editorial and managerial structures stable while any public‑interest assessment runs its course. (hansard.parliament.uk)

What it means for you as a reader of news: the rules are designed to protect media plurality-think diverse ownership and a range of voices-and the “accurate presentation of news” during deal‑making. That public‑interest test is the lens ministers use when they get involved in media mergers. (gov.uk)

Study tip: when you read official letters like this, ask three questions-what just changed (a narrow consent), what remains restricted (most other actions), and what happens next (the company must provide proof of completion, and ministers can still send the deal to Ofcom). That approach helps you separate firm decisions from future steps. (assets.publishing.service.gov.uk)