In its review of the operation of UK media ownership rules in 2021, Ofcom made a number of recommendations to account for shifts in the media landscape - driven by advancing technology and evolving consumer behaviour in news consumption. In response, in November 2024 the Government launched a consultation on potential changes to the existing regime, and in doing so took an important step toward modernisation.
In essence, the Government is acting on Ofcom’s recommendation to broaden the scope of the regime under which the Secretary of State can intervene in media mergers on public interest grounds. Currently the Secretary of State can call in mergers involving certain print newspapers and (TV and radio) broadcasters.
Accepting the substance of Ofcom’s recommendation (but proposing a narrower scope), the Government is consulting on extending the scope of the regime to online news publications and news magazines – to bring it in line with modern news consumption habits.
The Government also responded to, but is not consulting on, Ofcom’s other recommendations (which we consider further below). These proposed changes come in addition to several recent amendments to the UK regime for media mergers (including potentially further upcoming changes to the thresholds). We consider these, and the current proposals, in more depth in this article.
Background and current rules for media ownership and media mergers
A number of rules are in place to protect the plurality of the media in the UK. These include restrictions on national cross-media ownership, restrictions on holders of broadcasting licences as well as a framework allowing the Secretary of State (SoS) of the Department for Digital, Culture, Media & Sport (DCMS) to intervene in mergers and acquisitions of traditional media outlets, such as television and radio broadcasters, daily and Sunday print newspapers and local periodicals.
Current media ownership rules
Current rules to ensure plurality:
- Prohibit large newspaper groups (i.e. with a market share greater than 20%) from holding a stake in a Channel 3 licensee (or a Channel 3 licence) that is greater than 20%, and conversely a Channel 3 licensee from holding an interest of 20% or more in a large national newspaper group. This rule was put in place when Channel 3 was the most important provider of TV news after the BBC, to ensure a level of plurality in the news market beyond the BBC;
- Dictate that Channel 3 licensees must appoint a single “appointed news provider” who is suitably funded and not under the control of political or religious bodies. This was introduced to ensure that Channel 3 news operations had the scale needed to provide a high-quality service able to compete with the BBC; and
- Block certain persons from holding certain broadcast licences, including religious bodies, advertising agencies and publicly funded bodies, given the fear that such bodies might be expected to promote a singular aim or point of view on matters of public policy or public controversy.
In addition, the “media public interest test” framework acts as backstop to protect media plurality and provides a flexible regulatory tool for the SoS to intervene in media mergers, without having further firm restrictions in place.
Public interest intervention in mergers – the Media Public Interest Test framework
The SoS can intervene on “public interest” grounds under the Enterprise Act 2002 in certain qualifying mergers involving a broadcaster and/or print newspaper enterprise.
The public interest considerations are listed in the legislation, vary depending on whether a newspaper or broadcaster is involved, and include, among others, the needs for ‘sufficient plurality’ of views in newspaper and of persons controlling broadcasting / print newspaper enterprises. The SoS can intervene on additional grounds not yet listed provided he/she lays legislation before Parliament.
The jurisdictional thresholds for intervention vary as between ordinary and special public interest cases:
- For “ordinary” public interest cases, the SoS can issue a “public interest intervention notice” (PIIN) where the standard jurisdictional tests for UK merger control are met. Since 1 January 2025, these require either: (i) target turnover in excess of £100m (the “turnover test”); (ii) the creation or increase of a share of supply or purchase of any category of goods or services in the UK of at least 25% (provided at least one party generated over £10m in UK turnover) (the “share of supply test”); or (iii) one party having a share of supply or purchase of any category of goods or services in the UK of at least 33% and UK turnover of over £350m, and another party having a UK nexus (the “hybrid test”).
- For “special” public interest cases, the SoS can issue a “special public interest intervention notice” (SPIIN) where the standard jurisdictional thresholds are not met, but either: (i) one party has a share of supply of any description of newspapers or broadcasting of at least 25% (and unlike the standard share of supply test, no increment is required here); (ii) target turnover exceeds £70m; or (iii) the standard ‘share of supply test’ described above is met in a transaction where all parties have turnover below £10m (i.e. the safe harbour applicable in ordinary cases is disapplied). In the last two cases, the deal must involve a media or newspaper enterprise.
These notices trigger a review by both Ofcom and the UK Competition and Markets (CMA), which provide advisory reports to the SoS: Ofcom on public interest considerations and the CMA on jurisdictional and competition (if any) considerations (save that in special interest cases there is no competition assessment). The SoS has the final say on whether the merger may be expected to operate against the public interest and/or on any remedies.
Other recent changes
As well as amending the standard merger control thresholds (which are as set out above since 1 January 2025, following its entry into force), the Digital Markets, Competition and Consumers Act 2024 (DMCCA) introduced several media-related changes:
- It expanded the jurisdictional grounds for the SoS to intervene in special public interest cases, by adding the grounds based on target turnover of £70m and share of supply (without the safe harbour) – previously the SoS could only intervene if one party had a 25% share of supply of newspapers or broadcasting (set out above); and
- It created a new foreign state intervention (FSI) regime which requires the SoS to intervene where a foreign power seeks to gain control or influence over a UK newspaper enterprise. This was introduced by the Government as the DMCCA was going through Parliament, in response to a proposed acquisition by Redbird IMI of the Telegraph, with the stated aim of protecting the freedom of the press in light of risks posed by ownership, control or influence by foreign states. Under the regime, the CMA will advise the SoS whether the jurisdictional thresholds are met, and if they are, the SoS is required to block or reverse the transaction. The regime came into force on the day the DMCCA was passed (23 May 2024) and applies retrospectively to relevant deals from 13 March 2024. Unlike the Media Public Interest Test framework, Ofcom does not have an advisory role in relation to this regime and it does not form part of the media ownership rules which Ofcom is required to regularly review.
The Government has very recently trailed further potential changes to the UK merger control thresholds, which would also impact media mergers.
Review and potential reform of media ownership rules
Ofcom’s review
Ofcom is required to review the operation of the media ownership rules referred to above, including the Media Public Interest Test framework, every three years and is under a duty to ensure sufficient plurality of television and radio providers.
Following extensive consultation in 2021, Ofcom made three key recommendations to the Government, which the Government finally acted upon in November 2024. This coincided with Ofcom’s next three-yearly review, so following the launch of the Government’s response, Ofcom issued a further review in which it reiterated its 2021 recommendations. These are outlined in the table below, alongside the Government’s preliminary responses.
As highlighted in Ofcom’s review, technological developments have left a significant gap in the existing Media Public Interest Test framework, which applies primarily to print newspapers and broadcasters, and has not kept pace with the shift of news content to online platforms and digital media outlets. The current system leaves influential digital media and smaller print publications largely outside of its scope.
| Ofcom recommendation | Government approach |
| 1. Retain cross-media ownership and appointed news provider rules relating to Channel 3 given its important role in protecting plurality | Recommendation accepted. The Government recognises the important role Channel 3 services continue to play in public service broadcasting and news consumption, being the most used source of news after the BBC according to Ofcom’s 2023 report on News Consumption. |
| 2. Eliminate restrictions on specific entities holding broadcasting licenses. This includes removing the regulator's discretion to determine whether a religious body can hold certain types of licenses, lifting the ban on advertising agencies holding broadcasting licences, and eliminating restrictions on publicly funded bodies or individuals under their undue influence from holding radio licences. | Recommendation not accepted at this time. Removing restrictions on certain entities will not be implemented, however, this will be kept under review. This position is surprising in light of Ofcom’s rationale for some of the recommended changes. In particular, Ofcom is concerned it cannot lawfully exercise its discretion to refuse a licence to a religious body under the Equality Act 2010, and noted restrictions on advertising bodies are burdensome and potentially negative for economic growth – which is top of the Government’s agenda. |
| 3. Broaden the scope of the public interest considerations to include a wider array of “news creators”, not just traditional media outlets. | Recommendation accepted in substance. The consultation issued by the Government will inform how it approaches this recommendation – though it is proposing to adopt a narrower scope than Ofcom’s recommendation . |
Given technological developments and their impact on the media sector, alongside this Ofcom has also been carrying out a wider programme of work assessing the impact of market developments (including in particular technological change) on media plurality. Ofcom has tracked news consumption habits and measured the shift to online. In aggregate, Meta is the second most important source of news by both reach and share of attention, after the BBC. Ofcom’s research shows that online intermediaries play a significant role in different parts of the news value chain, and identifies emerging plurality concerns with the way such platforms influence news distribution and consumption. While at this stage Ofcom is not recommending changes to account for this growing role of online intermediaries, such as extending the cross-media ownership rules to online platforms and/or bringing mergers between online platforms within the Media Public Interest Test framework, it is keeping this position firmly under review.
The Government’s proposed approach and consultation
The Government agrees with the thrust of Ofcom’s recommendation to extend the scope of the regime beyond print newspapers and broadcasters, given the change in news consumption habits. But it is concerned that Ofcom’s proposal to bring within scope a broad range of “news creators” would potentially apply to a large number of companies, and create a disproportionate burden on businesses, regulators, and the Government.
In attempting to balance the need for reform with the challenge of not overburdening an already struggling media landscape, the Government has opted to extend the current regime to online news sites and news magazines. The consultation sets out three specific amendments the Government is seeking to make:
- The definition of “newspaper” will be expanded to capture print newspapers, periodic news magazines and online news publications, bringing a broader range of news media within the public interest regime. The amended definition would now capture online-only news providers connected with the UK (such as HuffPost or The Independent), online arms of print publications (such as the Guardian website), and weekly or monthly news publications (e.g. The Economist or Prospect). Online news intermediaries and aggregators such as Apple News or Google news would not at this time fall within scope, given they do not have the requisite ‘editorial control’, but this is being kept under review.
- Public interest considerations, such as the accurate presentation of news and freedom of expression, will apply to a broader range of newspapers and news media. They will apply to publications falling within the new definition of newspaper, as well as to “news programmes” which are broadcast on TV or radio. This change is in line with the spirit of Ofcom’s recommendation to capture “news creators” within the Media Public Interest Test framework, albeit somewhat narrower – enabling the SoS to intervene if there are concerns with how a party may influence news distribution or consumption relative to these considerations.
- The requirement to ensure plurality of ownership will extend beyond broadcasters to cover mergers involving both print and online newspapers, introducing a cross-platform test for media plurality.
These changes would also apply to the special public interest and the FSI regimes.
The Government is now analysing the feedback it has received. Depending on the outcome of that analysis, any reforms will be implemented via secondary legislation.
Businesses in the media sector anticipating merger activity will need to ensure they assess how the proposed changes might affect their deal timeline and risk profile, as the potential reforms progress. The focus is firmly directed at online news sources, so any deal involving this element is likely to attract intense regulatory scrutiny.
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