Further reforms to foreign state investment rules for UK newspapers

The UK Government has confirmed additional reforms to the Foreign State Intervention (FSI) regime for UK newspapers and periodic news magazines. In response to concerns that the FSI regime has a chilling effect on wider investment in UK media, the Government has introduced – and is due to introduce further – new measures to introduce exceptions to the existing FSI regime. These include an aggregate cap on ownership across multiple state-owned investors (SOIs) and new transparency obligations for qualifying investments. Most of these reforms apply retrospectively to 13 March 2024 (when the FSI regime took effect) but certain measures, such as notification and publication requirements, take effect from 31 January 2026. We explore the detail of these reforms in this update.

Background

The FSI regime was introduced by the Digital Markets, Competition and Consumers Act 2024, which entered into force on 24 May 2024, and took effect (retrospectively) from 13 March 2024. It was introduced quickly to address concerns about the risks that foreign state influence over UK newspapers and magazines could pose to democracy and free speech. It requires the Secretary of State to intervene in mergers where a foreign power (or an associated person) would gain ownership, control or influence over a UK newspaper or periodic news magazine (including online publications). Unlike the general media mergers regime, the FSI regime imposes a mandatory obligation on the Secretary of State to block or unwind transactions within scope.

However, concerns about potential undesired effects in relation to wider investment in UK media and business led the Government to implement reforms relatively soon after the introduction of the regime. The Government sought to introduce tightly defined exceptions permitting certain state-owned investors to hold up to 15% of shares or voting rights in UK newspapers and magazines as passive investments, alongside limited exceptions for small and retail holdings. The Government also consulted in July 2025 on further amendments to the FSI regime to introduce aggregate limits and enhance transparency around state-owned investment to the regime.

Proposed reforms

The reforms comprise the following measures:

• Aggregate cap: A 15% cap will apply to the total shares or voting rights that one or more SOIs acting on behalf of foreign powers of any country or territory may hold in a UK newspaper owner. This aggregate limit will apply alongside the existing 15% cap for a single SOI. The aggregate cap will apply retrospectively from 13 March 2024.
• Treatment of quoted companies: For the 15% aggregate cap, (i) SOI holdings of 5% or below in quoted companies are disregarded; and (ii) certain holdings by foreign powers of countries or territories other than the main foreign power are ignored. This reflects practical transparency constraints in public markets and reduces inadvertent breaches where small holdings cannot be readily identified.
• Scope of holdings captured: The aggregate 15% cap will apply equally to direct and indirect holdings. The Government considered but rejected different limits for indirect holdings to avoid unnecessary complexity and loopholes.
• Mandatory notification and publication for mid-range holdings: Where a qualifying SOI acquires a direct holding of more than 5% but not more than 15% of shares or voting rights in a UK newspaper owner, it will need to (i) notify the Secretary of State within 14 days of the acquisition, and (ii) publish appropriate details of the investment within the same 14-day period. Failure to do so will render the investment ineligible for the exception and will create a prohibited Foreign State Newspaper Merger Situation, triggering mandatory intervention.
• Ongoing transparency: The Secretary of State intends to make a non-statutory commitment to report regularly to Parliament on the details that state-owned investors have published pursuant to both sets of regulations, to enhance visibility of foreign state-linked investment in UK news media.

Most of the reforms apply retrospectively from 13 March 2024. This is not, however, the case for the notification-and-publication requirement for direct holdings above 5% and up to 15%, and the detailed rules for calculating the 15% aggregate cap (including which holdings to ignore), which apply only to acquisitions made on or after 31 January 2026.

Implications for investors and next steps

Investors with links to foreign states should familiarise themselves with the reforms, in particular the approach to aggregate caps on investments, and the mandatory notification requirement for mid-range holdings.

For those investing in quoted companies, it may be necessary to review pre-trade checks, governance controls, and disclosure protocols to ensure appropriate compliance measures are in place.

For media groups, investment planning should incorporate the aggregate cap, particularly where there are existing state-linked interests. Boards should also be prepared to support SOIs in meeting the publication requirement and to respond swiftly to information requests.

DCMS is also expected to update its media mergers guidance by spring 2026 to reflect the reforms.

For more information on the background and previous developments, please see our two earlier articles here:  Law-Now (March 2025) and Law-Now (July 2025).

Rose Suman, trainee solicitor, contributed to this article.