Open consultation

Consultation on The draft Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) (No.2) Regulations 2025

Published 16 July 2025

1. Introduction

The Foreign State Influence (FSI) regime prevents foreign states from being able - directly or indirectly - to control or influence the policy of UK newspapers and news periodicals. The FSI regime came into force in May 2024 but took effect from 13 March 2024

On 15 May 2025, the government published its response to the consultation on exceptions to the FSI regime. The government announced that exceptions would allow sovereign wealth funds and other state-owned investors (SOIs) to hold up to 15% of shares or voting rights in UK newspapers and news magazines . The government believes a 15% threshold balances the need to protect UK newspapers and news periodicals from foreign state interference with legitimate concerns raised during the consultation regarding the effect of the thresholds proposed by the previous government on future investment in newspaper enterprises. The government also decided to implement exceptions proposed by the previous government for associated persons which would allow them to hold up to 0.1% of shares or voting rights and to hold shares to via retail investment products.

The draft Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) Regulations 2025, which amends Part 3 and Schedule 6B and of the Enterprise Act 2002, was laid by the government on 15 May and is currently being considered by Parliament.

This consultation seeks views on further changes to the Enterprise Act 2002 (as it will be amended by the draft regulations before Parliament) in order to clarify the scope of the exceptions and to ensure the overall regime works more effectively.

2. Policy considerations

The government’s priority is to prevent foreign state influence over the policies and activities of UK newspapers and news periodicals. Although a remote risk, there may be some circumstances in which a number of SOIs from different states could each acquire up to 15% of a UK newspaper enterprise. Even if they had organised arrangements so that each was a passive investor with no ability, to influence a newspaper in any way, they would still collectively own the majority of the enterprise. It should be noted that the draft Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) Regulations 2025 that is before Parliament already provides that the 15% cap applies to more than one SOI investing in a UK newspaper on behalf of a foreign state.

There are measures in the legislation that mean the Secretary of State must refer a merger to the Competition and Markets Authority (CMA) if the Secretary of State has reasonable grounds to suspect the SOIs are acting under a joint arrangement. In such a case, the combined holding of shares or voting rights of the parties to the arrangement cannot exceed the 15% limit. The Secretary of State is also able to consider whether to intervene on the basis of the media public interest considerations in the core media merger regime set out in the 2002 Act.

However, having carefully considered the representations made since the publication of the draft regulations on 15 May, the government announced during the debate on the draft Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) Regulations 2025 in the House of Commons Delegated Legislation Committee on 18 June 2025 that it would publish a draft of a secondary statutory instrument for consultation by 16 July, providing details of the government’s proposals to amend FSI legislation to address the issue of multiple state investments. The government plans to lay the second statutory instrument later in the autumn.

3. Proposed changes and questions

The government is seeking views on 2 specific changes to the FSI Exceptions.

The first change is the inclusion of an aggregate limit of 15% on the shares or voting rights which can be held in a UK newspaper owned by multiple SOIs acting on behalf of different foreign states. This will operate in a similar way to the 15% cap that will apply to more than one SOI investing in a UK newspaper on behalf of the same foreign state.

This new cap may, however, create issues for investors in public companies with tradable shares which own newspaper enterprises or which are newspaper enterprises themselves.– these companies and their investors are unlikely to know the identities of new holders of shares or voting rights l unless their holdings reach reporting thresholds for share transactions.

To address this issue the government plans to exclude holdings of shares or voting rights in quoted companies below 5% from the 15% aggregate cap for multi-state SOI holdings. In other words, shares or voting rights held by an SOI in a quoted company at 5% or below, whether that quoted company is the newspaper enterprise itself or a parent company higher up the chain, would be excluded from the 15% cap on aggregate holdings. This would include holdings of shares or voting rights in companies listed on the London Stock Exchange (LSE), other international stock markets (listed companies), and in other companies whose shares are quoted on alternative investment markets such as the LSE Alternative Investment Market (AIM).

Finally, it’s proposed that the new cap will take effect retrospectively from 13 March 2024, in line with the limits proposed for single SOI investments and for investments by multiple SOIs acting on behalf of the same foreign state.

Question 1. We would welcome views on the cap on multiple SOIs from different foreign states, and on the scope of the exclusion of 5% holdings of shares or voting rights in quoted enterprises.

The other proposed change addresses a specific concern about DCMS’s ability to act in cases where an SOI takes a significant minority shareholding but where the Secretary of State does not receive notice of this and is therefore not able to review the circumstances of the transaction to ensure that it is genuinely a passive investment.

The legislation requires the Secretary of State to intervene in a case, if she has reasonable grounds to suspect that a merger has resulted, or there are arrangements in progress which may result, in a foreign state being able to control or influence the policy of UK newspaper. However, there may be situations where the Secretary of State is not able to consider a transaction because the transaction has not been made public.

The inclusion of a specific notification requirement for SOI investments would ensure that DCMS is given timely notice of investments in any case of concern. The government therefore proposes to require SOIs to notify DCMS within 14 days of an acquisition completing where the SOI has acquired a holding of shares or voting rights in a UK newspaper which is above 5%.

The penalty for failing to notify by the deadline would be that the SOI would not be eligible for the exception, thereby triggering the Secretary of State’s obligation to intervene. The requirement to notify will apply only where SOIs are acquiring shares or voting rights in a newspaper directly - but we will encourage SOIs making acquisitions which result in them having an indirect holding in a UK newspaper of more than 5% to notify us on a voluntary basis.

The government proposes that the new reporting requirements will not come into effect until 2 months after the draft Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) No 2 Regulation are made. Full details of the practical arrangements for notifications will be set out in updated guidance which will be published later this year.

Question 2. We would welcome views on the practical effect of the information requirement from both newspaper groups and from investors and financial and legal advisers and whether any additional requirements or safeguards need to be added.

Question 3. We would also welcome views on whether the new requirements create any unintended consequences for potential investors or for newspaper groups in reaching agreements with potential SOI investors, if possible with practical examples?

4. Timings

The consultation will run from 16 July 2025 until 11:59PM on 16 September 2025.

5. How to respond

If you have any comments on this consultation please email them to foreign-state-news@dcms.gov.uk

When sending your comments please include contact details (your name and either email address, postal address or telephone number) so that we can follow up if clarification is needed.

6. Consultation outcome

To support transparency in our decision-making process, a summary of the responses to this consultation will be made public. We will also publish all responses received on gov.uk with the consultation response but will withhold the names of members of the public unless they specifically ask for their name to be included with the response.

6. Privacy notice

Data Controller for your personal information

The Department for Culture, Media and Sport (DCMS) is the Data Controller in respect of any personal information you provide in your answers. Your personal data is being collected and processed by DCMS, which processes your personal data on the basis of public tasks. We will hold the data you provide for a maximum of 1 year. You can find out more here.

Personal data collected as part of this consultation

We will process the names and addresses and email addresses provided by respondents, and information about which organisations respondents belong to, where this is provided.

We will also process the information that you provide in relation to your views on the proposed changes contained in the consultation, which may of course include commercially sensitive data. When the consultation ends, we will publish a summary of the key points raised on the Department’s website​. This will include a list of the organisations that responded, but not any individual’s personal name, address or other contact details. All responses and personal data will be processed in compliance with the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).

Publication of responses

If you want some or all of the information you provide to be treated as confidential or commercially sensitive, it would be helpful if you could clearly identify the relevant information and explain why you consider it confidential or commercially sensitive.

Please note that DCMS may be required by law to publish or disclose information provided in response to this consultation in accordance with access to information regimes: primarily the Freedom of Information Act 2000, the Environmental Information Regulations 2004, the Data Protection Act 2018 and the UK GDPR. If we receive any request to disclose this information, we will take full account of your explanation, but cannot give you an absolute assurance that disclosure will not be made in any particular case where no other lawful exemption to disclosure applies. We will not regard an automatic disclaimer generated by your IT system as a relevant request for these purposes.

Your data protection rights

Once you have submitted your response to the consultation you will not be able to withdraw your answers from the analysis stage. However, under the Data Protection Act 2018 (and the UK GDPR), you have certain rights regarding your personal data and have it corrected or erased (in certain circumstances), and you can withdraw your consent to us processing your personal data at any time.

The Information Commissioner’s Office (ICO) is the supervisory authority for data protection legislation, and maintains a full explanation of these rights on their website. DCMS will ensure that it upholds your rights when processing your personal data.

Data Protection Officer contact details

The contact details for the Data Controller’s Data Protection Officer (DPO) are:

Data Protection Officer
The Department for Culture, Media & Sport
100 Parliament Street
London
SW1A 2BQ

Email: dpo@dcms.gov.uk

If you would like to exercise your rights under data protection legislation, or you’re unhappy with the way we have handled your personal data and want to make a complaint, please write to the department’s Data Protection Officer using the contact details above.

If you need any further information please contact us at dcmsdataprotection@dcms.gov.uk

Information Commissioner’s Office contact details
You have the right to lodge a complaint to the Information Commissioner’s Office about our practices, to do so please visit the Information Commissioner’s Office website or contact the Information Commissioner at:

Information Commissioner’s Office
Wycliffe House
Water Lane Wilmslow
Cheshire SK9 5AF

Telephone: 0303 123 1113 Textphone: 01625 545860 Monday to Friday, 9am to 4:30pm

Annex: Draft regulations

Draft Statutory Instruments: The Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) No2 Regulations 2025