Connect with us

Published

on

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.

Money latest: What we learned about Wednesday’s budget over the weekend

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
Image:
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.

Continue Reading

Business

Nationwide kicks off search for successor to chairman

Published

on

By

Nationwide kicks off search for successor to chairman

Nationwide, Britain’s biggest building society, is kicking off a search for its next chairman, months after it completed the biggest takeover deal in its 142-year history.

Sky News has learnt that Nationwide is working with headhunters to identify a successor to Kevin Parry, who has chaired the mutual since 2022.

Mr Parry has been on the building society’s board since 2016, meaning he is ‘timed out’ under the corporate governance guidelines applied to listed companies.

Although owned by its 16m members rather than listed on the public markets, Nationwide adheres to comparable governance principles.

One of Britain’s biggest high street financial services groups, it employs more than 18,000 people and has more than 600 branches across the UK.

In September, it completed the £2.3bn acquisition of Virgin Money, the London-listed banking group.

Last year, it sparked fury among its high street banking rivals by running a provocative television advertising campaign which mocked them for their approach to serving customers.

More from Money

One of the ads was banned for wrongly implying that – unlike its peers – Nationwide was not closing any of its branches.

Mr Parry, who is also a former chair of the mutual Royal London, is not expected to leave imminently, although it is possible that a succession plan could be confirmed at or before Nationwide’s next annual meeting in July.

It was unclear whether any of the mutual’s existing non-executive directors might be in the frame to succeed him.

Nationwide declined to comment on Monday.

Continue Reading

Business

WH Smith buyer ‘faces 12-month ban’ on mass shop closures

Published

on

By

WH Smith buyer 'faces 12-month ban' on mass shop closures

The new owner of WH Smith’s high street chain has effectively been barred from launching a wave of mass store closures for at least 12 months amid plans for rapid restructurings at two other retailers it owns.

Sky News has learnt that WH Smith would have the right to cancel a year-long transitional services agreement (TSA) put in place with Modella Capital – which struck a deal to acquire the business in March – if it launched a company voluntary arrangement (CVA) before the first anniversary of the transaction’s completion.

The clause in the TSA, which enables Modella Capital to continue using WH Smith’s systems after it takes ownership, is significant, according to retail insiders.

WH Smith agreed to sell its 480 high street shops to Modella in a £76m deal, ending 233 years of high street history.

Modella plans to rebrand the chain under the name TG Jones after it takes control.

In recent weeks, Sky News has revealed plans drawn up by Modella to launch CVAs at both Hobbycraft and The Original Factory Shop, which it has owned for nine and three months respectively.

Both of those restructuring processes have put significant numbers of stores at risk, and industry executives say that, over time, a sizeable part of the WH Smith high street estate could also be at risk.

More from Money

A spokesman for Modella said: “We have a number of exciting plans for the future of TGJones.

“A CVA is not on the agenda, as it is a solvent business.”

WH Smith, which will become a pure-play travel retailer once the Modella deal completes, declined to comment further ahead of the completion of the sale.

Continue Reading

Business

Hovis and Kingsmill-owners in talks about historic bread merger

Published

on

By

Hovis and Kingsmill-owners in talks about historic bread merger

The owners of Hovis and Kingsmill, two of Britain’s leading bread producers, are in talks about a historic merger amid a decades-long decline in the sale of supermarket loaves.

Sky News has learnt that Associated British Foods (ABF), the London-listed company which owns Kingsmill’s immediate parent, Allied Bakeries, and Hovis, which is owned by investment firm Endless, have been involved in prolonged discussions about a combination of the two businesses.

City sources said this weekend that the talks were ongoing, but that there was no certainty that a deal would be finalised.

Bankers are said to be working with both sides on the talks about a transaction.

A deal could be structured as an acquisition of Hovis by ABF, according to analysts, although details about the mechanics of a merger or the valuations attached to the two businesses were unclear this weekend.

ABF is also said to be exploring other options for the future of Allied Bakeries which do not include a deal with Hovis.

If completed, a merger would unite two of Britain’s best-known ambient food brands, with Allied Bakeries having been founded in 1935 by Willard Garfield Weston, part of the family which continues to control ABF.

More from Money

Hovis traces its history back even further, having been created in 1890 when Herbert Grime scooped a £25 prize for coming up with the name Hovis, which was derived from the Latin ‘Hominis Vis’ – meaning strength of man.

Persistent inflation, competition from speciality bread producers and shifting consumer habits towards lower-carb diets have combined to impair the bread industry’s financial health in recent decades.

The impact of the war in Ukraine on wheat and flour prices has been among the factors increasing inflationary pressures on bread producers, according to the most recent set of accounts for Hovis filed at Companies House last year.

The overall UK bakery market is said to be worth about £5bn in annual sales, with the equivalent of 11m loaves being sold each day.

The principal obstacle facing a merger of Allied Bakeries, which also owns the Sunblest and Allinson’s bread brands, and Hovis would reside in its consequences for competition in the UK market.

Warburtons, the family-owned business which is the largest bakery group in Britain, is estimated to have a 34% share of the branded wrapped sliced bread sector in the UK, with Hovis on 24% and Allied on 17%, according to industry insiders.

A merger of Hovis and Kingsmill would give the combined group a larger share of that segment of the market, although one source said Warburtons’ overall turnover would remain larger because of the breadth of its product range.

Nevertheless, reducing the number of major supermarket bread suppliers from three to two would be a test of the Competition and Markets Authority’s approach to such industry-reshaping mergers at a time when the watchdog is under intense government scrutiny.

Read more on Sky News:
Aston Martin in pay concern
Co-op ‘sorry’ over hacking
Mintago £6m funding boost

In January, the government removed the CMA chairman, Marcus Bokkerink, as part of a push to reorient Britain’s economic regulators around growth-focused objectives.

An industry insider suggested that a joint venture involving the distribution networks of Hovis and Kingsmill was a possible, although less likely, alternative to a full-blown merger of the companies.

They added that a combined group could benefit from up to £50m of cost savings from such a tie-up.

In its interim results announcement this week, ABF said the performance of Allied Bakeries had continued to struggle.

“Allied Bakeries continues to face a very challenging market,” it said.

“We are evaluating strategic options for Allied Bakeries against this backdrop and we expect to provide an update in [the second half of] 2025.”

In a separate presentation to analysts, ABF described the losses at Allied as unsustainable.

The company does not disclose details of Allied Bakeries’ financial performance.

Allied also owns Speedibake, an own-label bread manufacturer.

Hovis has been owned by Endless, a prominent investor in British businesses, since 2020, having previously been owned by Mr Kipling-maker Premier Foods and the Gores family.

At the time of the most recent takeover, High Wycombe-based Hovis employed about 2,700 people and operated eight bakery sites and its own flour mill.

Hovis’s current chief executive, Jon Jenkins, is a former boss of Allied Milling and Baking.

This weekend, ABF and Endless both declined to comment.

Continue Reading

Trending