Citation, commencement and extent

1.—(1) These Regulations may be cited as the Enterprise Act 2002 (Mergers Involving Newspaper Enterprises and Foreign Powers) Regulations 2025.

(2) These Regulations come into force on the day after the day on which they are made.

(3) The amendments made by regulations 2 and 3 are to be treated as having come into force on 13 March 2024.

(4) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Permitted mergers

2.—(1) Schedule 6B to the Enterprise Act 2002 (control or influence of a person by a foreign power) is amended as follows.

(2) In Part 1 (conditions for control or influence), after paragraph 1(6) insert—

“(7) This paragraph is subject to Part 1A.”.

(3) After paragraph 2 insert—

“Part 1A Exceptions

Introduction

2A. This Part applies where a foreign power would (apart from this Part of this Schedule) be able to control or influence the policy of a person (a “newspaper owner”) carrying on a newspaper enterprise for the purposes of section 70A by virtue of condition 1 or condition 2 in paragraph 1 (respectively, “the shares condition” and “the voting rights condition”).

State owned investors

2B.—(1) A foreign power is not able to control or influence the policy of a newspaper owner by virtue of the shares condition or the voting rights condition where—

(a)all of the shares or voting rights that the foreign power holds in the newspaper owner are held by the foreign power indirectly via a state owned investor acting on behalf of the foreign power (see paragraph 2C), and

(b)the state owned investor holds, directly or indirectly, no more than 15% of the shares or voting rights in the newspaper owner.

(2) Where shares or voting rights are held by different state owned investors acting on behalf of one or more foreign powers of the same country or territory, those state owned investors are to be treated as if they were a single state owned investor (and, accordingly, their holdings of shares or voting rights are to be treated as if they were a single holding of shares or voting rights).

2C.—(1) For the purposes of paragraph 2B, a person is a state owned investor acting on behalf of a foreign power where—

(a)condition 1 or 2 is met, and

(b)conditions 3 to 5 are met.

(2) Condition 1 is that the foreign power holds, directly or indirectly—

(a)100% of the shares in the person,

(b)100% of the voting rights in the person, or

(c)the right to appoint or remove a majority of the officers of the person.

(3) Condition 2 is that—

(a)the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet one or more of the requirements set out in sub-paragraph (4), in their capacity as such, in relation to the person, and

(b)the foreign power directs or controls the activities of that trust or entity (in whole or in part).

(4) The requirements are that the trustees or members—

(a)have the right to direct or control, or actually direct or control, the person’s activities (in whole or in part);

(b)hold, directly or indirectly, 100% of the shares in the person;

(c)hold, directly or indirectly, 100% of the voting rights in the person;

(d)hold the right, directly or indirectly, to appoint or remove a majority of the officers of the person.

(5) Condition 3 is that—

(a)the principal activity of the person is to make or manage investments, and

(b)the activities of the person include making or managing investments in countries or territories other than the country or territory of the foreign power (“the overseas investments”).

(6) Condition 4 is that the principal source of the funds for the overseas investments is the foreign power or another foreign power of the same country or territory as the foreign power.

(7) Condition 5 is that the sole purpose of the overseas investments is to benefit—

(a)the foreign power or the public or a section of the public of the country or territory of the foreign power, or

(b)where the overseas investments are made or managed for the purposes of a public pension fund of the country or territory of the foreign power, the beneficiaries of that fund.

Associated persons

2D.—(1) A foreign power is not able to control or influence the policy of a newspaper owner by virtue of the shares condition or the voting rights condition where—

(a)the foreign power holds shares or, as the case may be, voting rights in the newspaper owner as a result of those shares or voting rights being held by a person who is associated with the foreign power by virtue of being within section 127(4)(a), (b) or (c) (relatives, trustees etc)(3), and

(b)the person within section 127(4)(a), (b) or (c) holds no more than 0.1% of the shares or, as the case may be, the voting rights in the newspaper owner.

(2) A foreign power is not able to control or influence the policy of a newspaper owner by virtue of the shares condition where—

(a)the foreign power holds shares in the newspaper owner as a result of those shares being held by a person who is associated with the foreign power by virtue of being within section 127(4)(a), (b) or (c), and

(b)the person within section 127(4)(a), (b) or (c) holds those shares via an investment fund which meets the genuine diversity of ownership condition.

(3) For the purposes of sub-paragraph (2)(b)—

(a)“investment fund” means—

(i)an investment fund within the meaning given by section 236(1) of the Finance (No. 2) Act 2023(4) (investment funds and investment entities),

(ii)arrangements that amount to a collective investment scheme (see section 235 of the Financial Services and Markets Act 2000)(5), or

(iii)a collective investment undertaking within the meaning of regulation 3 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773)(6), and

(b)an investment fund meets the genuine diversity of ownership condition where—

(i)it meets conditions A to C in regulation 75 of the Offshore Funds (Tax) Regulations 2009 (S.I. 2009/3001)(7) (read with regulation 76 of those Regulations), or

(ii)paragraph (5) of that regulation applies to it.”.

Miscellaneous

3. In section 120 of the Enterprise Act 2002 (review of decisions under Part 3), in subsection (2), in paragraph (b), after sub-paragraph (i)(8), insert—

“(ia)Chapter 3A of this Part;”.