The move was prompted by Redbird IMI making changes to the corporate structure of the potential acquiring entities of TMG.
The Delaware limited liability corporation Redbird IMI Media Joint Venture LLC was the sole shareholder of RB Investco Ltd, the company with the right to buy The Telegraph.
But on Tuesday the structure was changed so a new English limited partnership, RB IMI AIV Limited Partnership, with RB Investco Limited as a subsidiary, now holds all the shares.
International Media Investments (IMI), which is privately owned by UAE vice president Sheikh Mansour, remains the majority stakeholder in both.
Frazer said she “therefore remains concerned about the potential influence of [IMI] over TMG which could affect the free expression of opinion and accurate presentation of news in the newspapers”.
She noted in a letter to Redbird IMI that she had been told “the new corporate structure clarifies that IMI has absolutely no management or operational rights or responsibilities in respect of the partnership or the TMG companies” and that “the passive nature of IMI’s investment is enshrined in the law on limited partnerships and the limited partnership agreement”.
“However, we also note that there are certain reserved matters where IMI consent will still be required under the partnership agreement. We also note that your submission states that there is no change to the identity, nature of economic interests of the ultimate economic shareholders of RB Investco Limited.”
Frazer criticised the timing of the changes, saying she “noted the very late stage in the process at which information about this new corporate structure has been shared and implemented. I do not consider this is conducive to the full and proper functioning of the process.
“I expect the parties to ensure that all the relevant authorities have timely access to all relevant information, and in sufficient detail, in order that they, and subsequently I as Secretary of State, can make our determinations.”
The affected parties now have until 9am tomorrow (Thursday 25 January) to respond to the “minded to” letter. Should a new Public Interest Intervention Notice (PIIN) be issued Ofcom and the Competition and Markets Authority will again be asked to assess the deal.
The previous PIIN, issued on 30 November, remains in force, and similarly instructed Ofcom and the CMA to investigate the effects the deal would have on freedom of expression and on market competition.
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