UT (Tax & Chancery) UT-2022-0000150 - [2024] UKUT 00254 (TCC)

Saranac Partners Limited (“Saranac”), the Applicant in these proceedings, is a wealth and investment management firm founded in 2015 by Mr Thomas Llewellyn Kalaris. Mr Kalaris had previously been employed by Barclays Bank plc, a subsidiary of Barclays plc (Footnote: ¹).

On 21 September 2020, Saranac applied to the Financial Conduct Authority (Footnote: ²) (“the Authority”) for approval under s 60 of the Financial Services and Markets Act 2000 (“FSMA”) for Mr Kalaris to perform the Chief Executive and Executive Director functions for Saranac (“the Application”).

On 17 November 2022, the Authority set out its decision in a decision notice (the “Decision” and the “Decision Notice”) refusing the Application on the grounds that the Authority was not satisfied Mr Kalaris was a fit and proper person to perform those functions.

In making the Decision, the Authority relied on the responses given by Mr Kalaris during two interviews with the Authority (“the Interviews”). The first took place in 2013 (“the 2013 Interview”), and related to a capital raising exercise conducted by Barclays in June 2008 and the Advisory Services Agreement (“ASA”) entered into on the same day. The second took place in 2014 (“the 2014 Interview”), and related to a report produced for Barclays by a consultancy called Genesis Ventures (“GenVen” and “the GenVen Report” respectively). This was produced in March 2012 but only disclosed to Barclays’ regulators in December 2012.

On 9 December 2022, Saranac referred the Decision Notice to the Tribunal (“the Reference” or “the Saranac Reference”). When hearing a reference against this type of Decision Notice, the Tribunal has a supervisory jurisdiction, so that:

In relation to the capital raising, the Decision was based on Mr Kalaris’s responses to four questions asked during the 2013 Interview. We made findings of fact based on the same documentary evidence as that considered by the Authority, together with Mr Kalaris’s witness evidence. We went on to agree with the Authority that Mr Kalaris had not been candid in his answers to three of the questions and that one of his answers was dishonest.

In relation to the GenVen Report, the Authority decided that certain of the answers given by Mr Kalaris during the 2014 Interview had been false and/or misleading. It came to that conclusion on the basis of findings made in another Tribunal judgment, together with evidence in a contemporaneous meeting note.

For the reasons given at §52ff, we decided not to place reliance on the findings of that other Tribunal judgment, or the meeting note. However, having considered documentary evidence which was not in dispute, together with Mr Kalaris’s witness evidence, we found that he knowingly gave false evidence when he told the Authority in the course of the 2014 Interview that he first became aware of that GenVen Report when shown a copy during a meeting on 17 December 2012, and so acted dishonestly.

We went on to make further findings on the basis of other evidence available at this hearing, which had not been taken into account by the Authority, and some of those findings are favourable to Mr Kalaris. However, they are significantly outweighed by our findings about the Interviews. We are in no doubt that if the matter were remitted to the Authority, it would inevitably come to the same conclusion, namely that it is not satisfied Mr Kalaris is fit and proper to perform the Chief Executive and Executive Director functions for Saranac. Furthermore, we find that the position would be the same if we had made a finding of dishonesty in relation to only one of the Interviews. We therefore dismiss the Reference. Our decision is unanimous.

Before moving on to the substantive body of this judgment, we explain a procedural issue considered at the beginning of the hearing which related to two decision notices issued to Barclays.