The Public Interest Merger Reference (Telegraph Media Group Limited) (Pre-emptive Action) Order 2024

Interpretation

2.  In this Order—

“the Acquiring Entities” means—

(a)

RB Investco Group;

(b)

RB Investco;

(c)

RB IMI AIV Limited Partnership;

(d)

RedBird Capital Partners Alternative Holdings LLC, a Delaware corporation (file number 5614058);

(e)

IMI JV Aggregator LLC, a Delaware corporation (file number 7421509);

(f)

RedBird IMI JV Aggregator LP;

(g)

RB AIV GP;

(h)

RedBird Capital Partners Fund IV GenPar LLC, a Delaware corporation (file number 6516238);

(i)

any other persons or bodies corporate which control RB Investco;

(j)

any bodies corporate which RB Investco 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;

“first 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 Media Joint Venture LLC(1);

“key staff” means—

(a)

staff in a position of executive or managerial responsibility within the Telegraph Media Group business; or

(b)

staff who exercise editorial control over “the Telegraph” or “the Sunday Telegraph” newspapers;

“PAL” means Press Acquisitions Limited, a company incorporated in England and Wales (registered number 05098596);

“PIHL” means Penultimate Investment Holdings Limited, a company incorporated in the British Virgin Islands (registered number 1044811);

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

“RB Investco” means RB Investco Limited, a company incorporated in England and Wales (registered number 15001650);

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

“second intervention notice” means the intervention notice issued on 26th January 2024 by the Secretary of State under section 42 of the Act in relation to the proposed acquisition of Telegraph Media Group by RB Investco(2);

“specified period” means the period beginning with the date and time this Order comes into force and ending when both the first intervention notice and the second intervention notice have ceased to be in force;

“Telegraph Media Group” means Telegraph Media Group Limited, a company incorporated in England and Wales (registered number 00451593);

“Telegraph Media Group business” means PAL, Telegraph Media Group, Telegraph Media Group Holdings and the business or assets (including any shares in subsidiary undertakings) of Telegraph Media Group or Telegraph Media Group Holdings;

“Telegraph Media Group Holdings” means Telegraph Media Group Holdings Limited, a company incorporated in England and Wales (registered number 14551860);

“UIHL” means United Investment Holdings Limited, a company incorporated in the British Virgin Islands (registered number 34501).

(1)

https://www.gov.uk/government/publications/public-interest-intervention-notice-proposed-loan-repayment-agreement-for-telegraph-media-group

(2)

https://www.gov.uk/government/publications/public-interest-intervention-notice-issued-by-secretary-of-state-lucy-frazer-on-the-anticipated-acquisition-of-telegraph-media-group-limited-by-rb-inv