DCMS has given DMGT permission to complete a narrow but crucial step in its pursuit of the Telegraph. In a letter published on 19 February 2026, the department consented to derogations from the 30 January 2024 Pre‑emptive Action Order so that DMGT can acquire RB Investco’s rights under the Telegraph call option and a related loan to Penultimate Investment Holdings. (assets.publishing.service.gov.uk)

The consent covers two assets described in RB Investco’s 16 December request: the interests linked to the Telegraph call‑option agreement, and the interests in the amended and restated loan agreement with Penultimate Investment Holdings Limited, including the outstanding amount and associated security. Put simply, it lets DMGT step into RB Investco’s shoes for those instruments. (assets.publishing.service.gov.uk)

Why was a derogation needed? The 2024 order was designed to prevent any action that might prejudice the merger process or the Secretary of State’s ability to protect the public interest. It restricts transfers of control, integration steps and significant changes to management or boards without prior consent while the case is live. (hansard.parliament.uk)

The green light is tightly framed. DCMS consents only to the steps and documents needed to effect the transfer of those rights and asks RB Investco to provide written confirmation and documentary proof once completion occurs. All other constraints under the order continue to apply. (assets.publishing.service.gov.uk)

This sits alongside a fresh Public Interest Intervention Notice issued by Culture Secretary Lisa Nandy on 12 February 2026 over DMGT’s proposed acquisition of Telegraph Media Group Holdings. The PIIN requires the Competition and Markets Authority and Ofcom to report to the Secretary of State. (gov.uk)

Ofcom has opened an invitation to comment that closes at 5pm on 27 February 2026 and, together with the CMA, must report by 9am on 10 June 2026. That timetable anchors the deal’s regulatory path through late spring. (ofcom.org.uk)

For deal watchers, the consent helps remove a practical blocker: DMGT can now control the call‑option and loan levers that ultimately determine purchase rights and repayment flows around the Telegraph group. RB Investco, the vehicle involved in the earlier, UAE‑backed attempt to acquire TMG, had been bound by the 2024 order. (assets.publishing.service.gov.uk)

Regulatory risk still dominates. Ofcom will examine plurality-both the range of views and who controls them-while the CMA considers jurisdiction and any competition effects. Possible outcomes range from unconditional clearance to undertakings, such as editorial safeguards or limited divestments, before any final sign‑off by the Secretary of State. (gov.uk)

Investors should plan for two scenarios. If issues are resolved at Phase 1, a decision could land shortly after 10 June; if not, a Phase 2 reference would extend the process by several months, pushing completion later into 2026. Either way, DCMS’s consent today reduces execution risk around the mechanics of the sale but does not pre‑judge the outcome. (gov.uk)

What matters next are submissions to Ofcom and the CMA by 27 February, clarity on any undertakings‑in‑lieu, and RB Investco’s confirmation that the rights transfer has completed. Until then, the pre‑emptive order continues to ring‑fence the Telegraph’s management and editorial independence. (ofcom.org.uk)