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The independent directors appointed to oversee the sale of The Daily Telegraph have been warned that the removal of the newspaper’s two most senior executives breached a government order – and that any subsequent transgression could result in a multimillion pound fine.

Sky News has learned that the Department for Culture, Media and Sport (DCMS) last week wrote to Goodwin Procter, the law firm acting for the independent board members, to say that Lucy Frazer, the culture secretary, had concluded that recent management changes at the broadsheet publisher had contravened a requirement that she must consent to the removal and appointment of Telegraph bosses.

According to sources familiar with the letter’s contents, DCMS officials said that Ms Frazer had decided not to pursue further action over the breaches, but warned that “any further breaches may lead to enforcement action, including the imposition of a penalty… [which] may be up to 5% of the total worldwide turnover of the enterprises owned or controlled by the person on whom it is imposed”.

Results for the financial year ending 31 December 2022 showed that Telegraph Media Group recorded a turnover of just over £254m – meaning that a maximum fine levied on that basis alone could amount to over £12.5m.

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The letter was sent just over a month after Anna Jones, a former Hearst UK executive, was appointed to replace Nick Hugh as TMG’s CEO.

Cormac O’Shea, the TMG finance chief, left the company just weeks earlier.

Ms Jones’s appointment also constituted a breach of the government’s Pre-Emptive Action Order, imposed last autumn, because the directors had not sought Ms Frazer’s prior approval, the letter is understood to have added.

A source close to the company said they believed that the departures of Mr Hugh and Mr O’Shea were part of the “ordinary course of business”, and were therefore excluded from the original order.

A subsequent order issued by Ms Frazer following the executives’ departures was amended to remove the “ordinary course of business” clause, the source said.

Culture secretary Lucy Frazer MP
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Culture secretary Lucy Frazer MP

The culture secretary’s latest intervention is the latest twist in a convoluted process that will determine the future ownership of two of Britain’s most influential newspapers.

Ofcom and the Competition and Markets Authority have been given a deadline of next Monday by Ms Frazer to report to her on whether they believe a takeover of the Telegraph titles by RedBird IMI, a state-backed Abu Dhabi investment vehicle, would impinge press freedom.

The £600m deal is being vehemently opposed by Telegraph journalists and Conservative politicians from both houses of parliament.

RedBird IMI is minority-owned by RedBird, a US media investor headed by former CNN president Jeff Zucker, and majority-owned by IMI, which is funded by Sheikh Mansour bin Zayed Al Nahyan, the ultimate owner of Manchester City Football Club.

It has sought to defuse controversy over the deal by offering legally binding assurances over editorial freedom, and in January restructured its bid to incorporate a new UK holding company that would own the Telegraph titles and Spectator magazine.

The new entity has the same ownership structure as the earlier vehicle, according to people close to the situation, being 75% owned by IMI and 25%-owned by RedBird.

A spokesperson for RedBird IMI said at the time of its announcement: “This change was made in order to clarify the point that IMI is a passive investor in the company that will own the Telegraph and as such will have no management or editorial involvement whatsoever in the title.”

An initial public interest intervention notice (PIIN) was issued by Ms Frazer late last year which subjected a prospective debt-for-equity swap handing RedBird IMI ownership of the titles to scrutiny by competition and media regulators.

Most observers expect the culture secretary to refer the deal to a Phase 2 investigation by the CMA, which would delay its completion by months – and could lead to it being blocked altogether.

The takeover is viewed as especially sensitive because of its proximity to a UK general election in which the Tories are likely to be at long odds to win an outright majority.

The independent directors of the Telegraph’s holding company were parachuted in by Lloyds Banking Group last year after the lender seized control of the newspapers from their long-standing owners, the Barclay family.

An auction of the titles followed, drawing interest from the Daily Mail proprietor Lord Rothermere and the GB News shareholder Sir Paul Marshall.

However, the sale process was pre-empted by RedBird IMI repaying £1.16bn of loans owed by the Barclays to Lloyds, with £600m used to purchase a call option to buy the newspapers and the remainder as a loan secured against other family assets, including the online retailer Very Group.

A spokesman for the independent directors said: “It is the fiduciary duty of the independent directors to act in the best interests of the Telegraph Media Group and we will continue to do so”.

The independent directors are led by Mike McTighe, a company turnaround veteran, with the others being Stephen Welch and Boudewijn Wentink, who also have experience of corporate restructurings.

Under the terms of the public interest intervention notice (PIIN) issued by Ms Frazer, RedBird IMI is prohibited from exerting any influence over the titles while investigations by the competition and media regulators are ongoing.

The DCMS declined to comment.

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Gail’s backer plots rare move with bid for steak chain Flat Iron

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Gail's backer plots rare move with bid for steak chain Flat Iron

A backer of Gail’s bakeries is in advanced talks to acquire Flat Iron, one of Britain’s fastest-growing steak restaurant chains.

Sky News has learnt that McWin Capital Partners, which specialises in investments across the “food ecosystem”, has teamed up with TriSpan, another private equity investor, to buy a large stake in Flat Iron.

Restaurant industry sources said McWin would probably take the largest economic interest in Flat Iron if the deal completes.

They added that the two buyers were in exclusive discussions, with a deal possible in approximately a month’s time.

The valuation attached to Flat Iron was unclear on Sunday.

Flat Iron launched in 2012 in London’s Shoreditch and now has roughly 20 sites open.

The chain is solidly profitable, with its latest accounts showing underlying profits of £5.7m in the year to the end of August.

It already has private equity backing in the form of Piper, a leading investor in consumer brands, which injected £10m into the business in 2017.

Flat Iron was founded by Charlie Carroll, who retains an interest in it, but the company is now run by former Byron restaurant boss Tom Byng.

Houlihan Lokey, the investment bank, has been advising Flat Iron on the process.

McWin has reportedly been in talks to take full control of Gail’s while TriSpan’s portfolio has included restaurant operators such as the Vietnamese chain Pho and Rosa’s, a Thai food chain.

A spokesman for McWin declined to comment.

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AA owners line up banks to steer path towards £4.5bn exit

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AA owners line up banks to steer path towards £4.5bn exit

The owners of the AA, Britain’s biggest breakdown recovery service, are lining up bankers to steer a path towards a sale or stock market listing next year which could value the company at well over £4bn.

Sky News has learnt that JP Morgan and Rothschild are in pole position to be appointed to conduct a review of the AA’s strategic options following a recovery in its financial and operating performance.

The AA, which has more than 16 million customers, including 3.3 million individual members, is jointly owned by three private equity firms: Towerbrook Capital Partners, Warburg Pincus and Stonepeak.

Insiders said this weekend that any form of corporate transaction involving the AA was not imminent or likely to take place for at least 12 months.

They added that there was no fixed timetable and that a deal might not take place until after 2026.

Nevertheless, the impending appointment of advisers underlines the renewed confidence its shareholders now have in its prospects, with the business having recorded four consecutive years of customer, revenue and earnings growth.

A strategic review of the AA’s options is likely to encompass an outright sale, listing on the public markets or the disposal of a further minority stake.

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Stonepeak invested £450m into the company in a combination of common and preferred equity, in a transaction which completed in July last year.

That deal was undertaken at an enterprise valuation – comprising the AA’s equity and debt – of approximately £4bn, the shareholders said at the time.

Given the company’s growth and the valuation at which Stonepeak invested, any future transaction would be unlikely to take place with a price of less than £4.5bn, according to bankers.

The AA, which has a large insurance division as well as its roadside recovery operations, remains weighed down by a substantial – albeit declining – debt burden.

Its most recent set of financial results disclosed that it had £1.9bn of net debt, which it is gradually paying down as profitability improves.

AA owners over the years

The company has been through a succession of owners during the last 25 years.

In 1999, it was bought by Centrica, the owner of British Gas, for £1.1bn.

It was then sold five years later to CVC Capital Partners and Permira, two buyout firms, for £1.75bn, and sat under the corporate umbrella Acromas alongside Saga for a decade.

The AA listed on the London Stock Exchange in 2014, but its shares endured a miserable run, being taken private nearly seven years later at little more than 15% of its value on flotation.

Under the ownership of Towerbrook and Warburg Pincus, the company embarked on a long-term transformation plan, recruiting a new leadership team in the form of chairman Rick Haythornthwaite – who also chairs NatWest Group – and chief executive Jakob Pfaudler.

For many years, the AA styled itself as “Britain’s fourth emergency service”, competing with fierce rival the RAC for market share in the breakdown recovery sector.

Founded in 1905 by a quartet of driving enthusiasts, the AA passed 100,000 members in 1934, before reaching the one million mark in 1950.

Last year, it attended 3.5 million breakdowns on Britain’s roads, with 2,700 patrols wearing its uniform.

The company also operates the largest driving school business in the UK under the AA and BSM brands.

In the past, it has explored a sale of its insurance arm, which also has millions of customers, at various points but is not actively doing so now.

By recruiting a third major shareholder last, the AA mirrored a deal struck in 2021 by the RAC.

The RAC’s then owners – CVC Capital Partners and the Singaporean state fund GIC – brought the technology-focused private equity firm, Silver Lake, in as another major investor.

A spokesman for the AA declined to comment on Saturday.

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US-EU trade war fears reignite as Europe strikes back at Trump’s threat

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US-EU trade war fears reignite as Europe strikes back at Trump's threat

Fears of a US-EU trade war have been reignited after Europe refused to back down in the face of fresh threats from Donald Trump.

The word tariff has dominated much of the US president’s second term, and he has repeatedly and freely threatened countries with them.

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This included the so-called “liberation day” last month, where he unleashed tariffs on many of his trade partners.

On Friday, after a period of relative calm which has included striking a deal with the UK, he threatened to impose a 50% tariff on the EU after claiming trade talks with Brussels were “going nowhere”.

The US president has repeatedly taken issue with the EU, going as far as to claim it was created to rip the US off.

However, in the face of the latest hostile rhetoric from Mr Trump’s social media account, the European Commission – which oversees trade for the 27-country bloc – has refused to back down.

EU trade chief Maros Sefcovic said: “EU-US trade is unmatched and must be guided by mutual respect, not threats.

“We stand ready to defend our interests.”

President Donald Trump speaks to reporters after signing executive orders regarding nuclear energy in the Oval Office of the White House, Friday, May 23, 2025, in Washington, as Commerce Secretary Howard Lutnick and Defense Secretary Pete Hegseth listen. (AP Photo/Evan Vucci)
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Donald Trump speaks to reporters in the Oval Office on Friday

Fellow EU leaders and ministers have also held the line after Mr Trump’s comments.

Polish deputy economy minister Michal Baranowski said the tariffs appeared to be a negotiating ploy, with Dutch deputy prime minister Dick Schoof said tariffs “can go up and down”.

French trade minister Laurent Saint-Martin said the latest threats did nothing to help trade talks.

He stressed “de-escalation” was one of the EU’s main aims but warned: “We are ready to respond.”

Mr Sefcovic spoke with US trade representative Jamieson Greer and commerce secretary Howard Lutnick after Mr Trump’s comments.

Mr Trump has previously backed down on a tit-for-tat trade war with China, which saw tariffs soar above 100%.

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US and China end trade war

Sticking points

Talks between the US and EU have stumbled.

In the past week, Washington sent a list of demands to Brussels – including adopting US food safety standards and removing national digital services taxes, people familiar with the talks told Reuters news agency.

In response, the EU reportedly offered a mutually beneficial deal that could include the bloc potentially buying more liquefied natural gas and soybeans from the US, as well as cooperation on issues such as steel overcapacity, which both sides blame on China.

Stocks tumble as Trump grumbles

Major stock indices tumbled after Mr Trump’s comments, which came as he also threatened to slap US tech giant Apple with a 25% tariff.

The president is adamant that he wants the company’s iPhones to be built in America.

The vast majority of its phones are made in China, and the company has also shifted some production to India.

Shares of Apple ended 3% lower and the dollar sank 1% versus the Japanese yen and the euro rose 0.8% against the dollar.

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