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The Public Interest Merger Reference (Telegraph Media Group Ltd) (Pre-emptive Action) Order 2023

Interpretation

This section has no associated Explanatory Memorandum

2.  In this Order—

“the Acquiring Entities” means—

(a)

RedBird IMI group;

(b)

RedBird Capital Partners Management LLC, a company incorporated in Delaware (file number 5372472);

(c)

IMI JV Holding Corp, which is an investor in RedBird IMI;

(d)

any other persons or bodies corporate which control RedBird IMI;

(e)

any bodies corporate which RedBird IMI controls,

and for these purposes a person or group of persons able, directly or indirectly, to control or materially to influence the policy of a body corporate but without having a controlling interest in that body corporate, may be treated as having control of it;

“the Acquiring Entities’ business” means any enterprises carried on by any of the Acquiring Entities;

“the Act” means the Enterprise Act 2002;

“intervention notice” means the intervention notice issued on 30th November 2023 by the Secretary of State under section 42 of the Act in relation to the proposed acquisition of Telegraph Media Group by RedBird IMI;

“key editorial staff” means staff in a position of executive or managerial responsibility who exercise editorial control over “the Telegraph” or “the Sunday Telegraph” newspapers;

“the May Corporation” means the May Corporation Limited, a company incorporated in Jersey (registered number 87258);

“PAL” means Press Acquisitions Limited, a company incorporated in England and Wales (registered number 5098596);

“PIHL” means Penultimate Investment Holdings Limited, a company incorporated in the British Virgin Islands (registered number 1041811);

“the PIHL group” means PIHL and any other body corporate interconnected with PIHL and references to “members of the PIHL group” are to be construed accordingly;

“RedBird IMI” means RedBird IMI Media Joint Venture LLC, a company incorporated in Delaware (file number 7161567);

“the RedBird IMI group” means RedBird IMI and any body corporate interconnected with RedBird IMI and references to “members of the RedBird IMI group” are to be construed accordingly;

“Telegraph Media Group” means Telegraph Media Group Limited, a company incorporated in England and Wales (registered number 451593);

“Telegraph Media Group business” means the Telegraph Media Group, PAL and the May Corporation;

“specified period” means the period beginning with the date and time this Order comes into force and terminating when the intervention notice ceases to be in force.