Trigger situation

A business needs spectrum access for a new service (private 5G network, IoT deployment, satellite communications). An MNO is participating in an Ofcom spectrum award. A shared access licence holder has interference issues. A business is acquiring or investing in a company with spectrum holdings and needs to understand the regulatory position. A spectrum licence holder faces operational constraints due to new coverage obligations or changes to licence conditions.

Why it matters now

A business using radio spectrum needs authorisation under the Wireless Telegraphy Act 2006 (WTA 2006), which is a separate regime from the Communications Act 2003 and carries its own conditions. Those conditions have technical and commercial consequences in their own right.

Ofcom’s spectrum management strategy now reflects government industrial policy objectives on coverage, competition and infrastructure investment. The mmWave auction, which completed in October 2025 and covered the 25.1-27.5 GHz and 40.5-43.5 GHz bands, introduced the high density area (HDA) licensing model, which constrains use geographically. A Shared Access Licence sits between an individual licence and unlicensed use. Its holder must coordinate with the other licensees in the band and manage interference, which the holder of an individual licence does not.

A spectrum licence authorises use of specified frequencies on specified conditions. Those conditions directly affect commercial value: use restrictions, coverage obligations, interference limits, tradability restrictions, and duration all determine what you can do with the spectrum and what it is worth.

Common spectrum compliance failures

A spectrum licence carries use conditions that Ofcom enforces. An MNO that acquires spectrum in a competition award has no discretion to use it for purposes outside the licence conditions, even if technically feasible. A satellite operator that receives a licence subject to interference mitigation requirements cannot simply ignore those requirements if interference occurs. A private network operator that uses spectrum without a licence, or outside the scope of its licence, faces enforcement action and criminal prosecution.

Individual licences, shared access licences and unlicensed spectrum are legally distinct categories. Individual licences confer exclusive use rights over a geographic area or nationwide (depending on the licence terms) and are typically awarded by auction. Shared Access Licences permit multiple operators to use the same frequencies in the same geographic area, subject to coordination and interference limits. Unlicensed spectrum (including Wi-Fi and new 6 GHz bands) is available without a licence but subject to technical use conditions and no protection from other users. An investor should establish which of the three the target holds before pricing the deal.

The mmWave auction introduced the HDA licensing model. Within the high density areas, EE, O2 and VodafoneThree each hold a distinct block: 800 MHz at 26 GHz and 1 GHz at 40 GHz. Each block has one licensee, but each area has three. Different arrangements apply outside the high density areas. Coverage outside the HDA is not guaranteed under an HDA licence, and other operators may also hold rights in those areas. An operator holding an HDA licence plans its network around those boundaries.

A transfer is effected by the holder surrendering its licence and Ofcom granting a new one to the buyer, so the buyer takes the licence on Ofcom’s terms. An acquirer inherits the duration of the licence, the use conditions, any coverage obligations, and any outstanding enforcement action. If the target’s licence is subject to coverage requirements it has not met, the acquirer acquires that liability. If the licence is approaching expiry and Ofcom’s policy has changed in the interim, the licence may not be renewed or may be renewed on different terms.

The Advisor’s Perspective

Spectrum is the foundation of wireless services, and Ofcom controls access to it. Every private 5G deployment, every satellite service, and every mobile network depends on spectrum rights that are subject to regulatory conditions. Those conditions can change. A spectrum licence acquired at auction carries obligations (coverage, technical standards, interference management) that constrain how the spectrum can be used commercially. Investors and acquirers need to understand these constraints before pricing a deal.

A shared access licence lets a smaller operator deploy without bidding at auction, on priority rules that affect the reliability of the service it can offer. A business that depends on wireless connectivity needs to know which of the three routes (licensed, shared, licence-exempt) authorises its service, and what protection each gives it against other users.

How a spectrum matter runs

A spectrum matter starts with the licence itself: the use conditions, the coverage obligations, the duration, any restriction on trading or assignment, and the terms on interference management or shared access. Those conditions are then mapped against the intended use, and any gap between what the licence permits and what the business wants to do is identified before it becomes a breach.

On an acquisition, the questions are whether the intended use fits the licence parameters and what has to change in the business plan if it does not. On an auction, they are what the competing bids imply, what Ofcom’s policy framework makes likely, and how each combination of lots a bidder could win would change its network architecture, its coverage obligations and its position against competitors.

A Shared Access Licence holder must coordinate with the other licensees in the band and manage interference, and both have commercial consequences for the service it can commit to. Shared access costs less to obtain than an individual licence and takes more work to run.

Diligence on a spectrum-holding target covers the scope and enforceability of each licence, any open regulatory issue, the prospect of renewal or variation at expiry, and what the rights are worth once the conditions are priced in.

Spectrum rights alone do not authorise a network. You also need to comply with the Communications Act 2003 telecoms regime, with the Telecommunications (Security) Act 2021, with data protection and lawful intercept obligations, and with planning rules and environmental assessments. Spectrum and planning disputes often intersect: a spectrum licence does not confer planning permission, and planning permission does not confer spectrum rights. The two processes have to be sequenced, and the risk of one landing before the other allocated between the parties.

When to instruct

Instruct immediately if you are bidding in an Ofcom spectrum auction. Ofcom’s auction rules are technical and the strategic implications of winning different combinations of spectrum are material to your investment decision. Bidding strategy and the conditions attaching to each lot are settled together, because what a lot is worth depends on the conditions that come with it.

Instruct before acquiring spectrum or a spectrum-holding company. Due diligence on spectrum licences is a specialist exercise and the cost of getting it wrong post-acquisition is high.

Instruct if you receive an enforcement notice from Ofcom alleging breach of licence conditions. Spectrum enforcement can result in a financial penalty of up to 10 per cent of relevant gross revenue, and in variation or revocation of the licence. The distinction between technical non-compliance and material breach is critical to your response.

Instruct if you are managing operational spectrum issues: interference complaints from other licensees, requests for licence modification, disputes over coverage obligations, or questions about whether your current use remains within licence scope.

Instruct on a spectrum acquisition, on representations to Ofcom on spectrum policy, on due diligence over spectrum licences, or on an enforcement matter.

How Bratby Law helps

An instruction on spectrum runs from the licence outwards: what the auction rules allow a bidder to win and on what terms, what the licence permits its holder to do, what an acquirer takes on when it buys a spectrum-holding company, and what has to be reported to Ofcom or agreed with it while the licence is held. Where the intended use does not fit the licence, the route is a modification or variation request to Ofcom; where Ofcom alleges breach of a condition, it is a response to the enforcement notice.

FAQs

What is the difference between a spectrum licence and a telecoms licence?

A spectrum licence, granted under the Wireless Telegraphy Act 2006, authorises use of specific radio frequencies. It specifies which frequencies you can use, in which geographic area (or nationwide), for what purpose, subject to what conditions, and for how long. There is no equivalent telecoms licence. The Communications Act 2003 replaced individual telecoms licensing with general authorisation: a provider may operate an electronic communications network or provide an electronic communications service without a licence, and is bound instead by the general conditions of entitlement that Ofcom sets under section 45. A mobile operator therefore needs a spectrum licence for the frequencies, and must comply with the general conditions for the services it sells. If you operate a private 5G network, you may only need a spectrum licence (if using licensed spectrum) or may use unlicensed spectrum without a spectrum licence at all. The two regimes are separate and you need to comply with both.

Can I change what I use my spectrum licence for?

No, not without Ofcom’s consent. Spectrum licences contain use conditions that specify what the spectrum can be used for. If you want to change the use, you need to apply to Ofcom for a licence modification. Ofcom will consider whether the change is consistent with its spectrum management objectives and whether it affects other licensees. Some changes are routine; others are contentious. If Ofcom refuses, you are bound by the original use conditions.

What happens if my spectrum licence expires?

It depends on whether Ofcom chooses to renew it. Ofcom has discretion to renew, not to renew, or to renew on different terms. In practice, many licences are renewed, but Ofcom’s spectrum policy changes over time and newer licences often carry more onerous conditions, particularly on coverage. If you hold an expiring licence, you should engage with Ofcom well before expiry to understand the likely outcome and to explore modifications to your licence if necessary.

What is a Shared Access Licence?

A Shared Access Licence permits multiple operators to use the same spectrum in the same geographic area. This is different from an individual licence, which typically confers exclusive use. Shared access has been introduced in some spectrum bands to improve spectrum efficiency. Licensees using shared access spectrum must coordinate with each other, manage interference, and comply with technical rules that prevent one licensee from adversely affecting others. Shared access is operationally complex and requires careful coordination and network planning.

Can I sell or trade my spectrum licence?

Some spectrum licences are tradeable; others are not. The licence document will specify whether you can assign or trade it. If it is within a tradable licence class, you can transfer it, following the notification procedure in the trading regulations. Ofcom will typically consent if the buyer is a fit and proper person and will comply with the licence conditions. If the licence is not tradeable, you cannot sell it; the licence class is simply not one of those the trading regulations allow to be transferred, and any purported transfer outside those regulations is void.

What are interference obligations and who is responsible for managing interference?

Interference occurs when radio signals from different users affect each other. If your spectrum use causes interference to other licensees, you are required to take steps to mitigate it. Your licence conditions will specify technical limits on the interference you can cause. If you exceed those limits, you are in breach. If another licensee’s equipment is interfering with your service, whether they must do anything about it depends on their own licence conditions. Ofcom has enforcement powers where a licensee is in breach, including financial penalties and variation of the licence. Ofcom has powers to require licensees to change their equipment or operation to reduce interference. Interference disputes can be contentious and often require specialist engineering evidence.

Bratby Law on spectrum

Representative experience

Recent and representative matters include:

• Advised on spectrum licence obligations and trading conditions for a mobile operator restructuring its frequency holdings following an acquisition.
• Supported a private network operator in obtaining a Shared Access spectrum licence from Ofcom for a dedicated industrial campus deployment.
• Advised a satellite operator on the UK licensing regime for earth station and gateway operations, including coordination with Ofcom’s Space Spectrum Strategy.
• Reviewed spectrum-related regulatory risk in the due diligence for a PE acquisition of a wireless broadband provider holding multiple Ofcom spectrum licences.
• Advised on compliance with Ofcom’s electromagnetic field (EMF) licence conditions introduced in 2021, including measurement and reporting obligations for a small-cell network operator.

Related telecoms regulation pages

Other telecoms regulation pages:

Am I regulated?
Ofcom General conditions of entitlement
SMP regulation and market reviews
Numbering
Code Powers and access to land
Lawful intercept and the Investigatory Powers Act 2016
Telecoms Security
Ofcom Licence Fees
Ofcom: Advice for Operators, Investors and Platforms
Interconnection regulation
Complaints and investigations
Connected Vehicles and IoT Regulation
EU Digital Networks Act

Why Choose Bratby Law?

Independent directory rankings

Our specialist expertise is recognised in major independent legal directories:

• Chambers & Partners: Rob Bratby is ranked as a Band 2 lawyer in the UK Guide 2026 in the “Telecommunications” category: Chambers
• The Legal 500: Rob Bratby is listed as a Leading Partner for Telecoms in London (TMT: IT and Telecoms). The Legal 500
• Lexology: Rob Bratby is recognised in the Lexology Index as a Global Elite Thought Leader for telecoms and media, and as a Thought Leader for data privacy and protection: Lexology

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Frequently asked questions

What is spectrum?

Spectrum refers to the range of electromagnetic frequencies used for wireless communication, regulated by Ofcom to ensure efficient and interference-free use.

Who regulates spectrum in the UK?

Ofcom regulates spectrum under the WTA 2006 and Communications Act 2003.

Do I need a licence to use spectrum in the UK?

Yes. Section 8(1) of the Wireless Telegraphy Act 2006 makes it unlawful to establish or use a wireless telegraphy station, or to install or use wireless telegraphy apparatus, except under a licence, unless the equipment falls within exemption regulations made by Ofcom under section 8(3).

What is licence-exempt spectrum?

Bands authorised for low-power, low-interference devices such as Wi-Fi and IoT systems.

What is the UK Plan for Frequency Authorisation?

Ofcom’s record of the frequencies it authorises: the licence classes, whether each is available for assignment and on what basis, whether it can be traded, and the licence exemptions. The wider allocation table, covering uses Ofcom does not authorise, is the separate United Kingdom Frequency Allocation Table.

Can spectrum be traded?

Only the licence classes and frequency bands listed in Schedule 2 to the Wireless Telegraphy (Spectrum Trading) Regulations 2012 may be transferred, and a transfer outside those regulations is void. The holder notifies Ofcom, which publishes a notice and effects the transfer by surrender and re-grant. Mobile spectrum is traded under separate regulations that add further controls.

What are Shared Access Licences?

Low-cost licences enabling localised 4G/5G deployments for industrial or rural applications.

How does Ofcom manage interference?

Through engineering assessments, monitoring and statutory enforcement powers.

What happens if spectrum is used unlawfully?

Unauthorised use is an offence under section 35 of the Wireless Telegraphy Act 2006, carrying up to 51 weeks’ imprisonment or a level 5 fine, and up to two years on indictment where the purpose is making a broadcast. Ofcom may also obtain a warrant to enter, search and test apparatus.