Upper Tribunal Tax and Chancery Chamber

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

Fecha: 10-Jul-2024

The 2013 Interview

The 2013 Interview

112.

On 9 July 2012, the Authority appointed three investigators, one of whom was Mr Beauchamp. The Memorandum of Appointment (“the Memorandum”) said that the investigation had been instigated because there were “circumstances suggesting that Barclays Bank plc may have been [sic] contravened Rule 1.3.3 of the Listing Rules”, and continued:

“These circumstances arise in relation to announcements, a circular and prospectuses issued by Barclays plc and Barclays Bank pc in relation to capital raising exercises announced by Barclays plc on 25 June 2008 and 31 October 200, and in relation to fees payable to Qatar Holding LLC under agreements dated 25 June 2008 and 31 October 2008 which may have related to the capital raising and which were not referred to in the announcements, a circular and prospectuses.”

113.

The Memorandum was provided to Barclays and to its lawyers, Clifford Chance LLP (“Clifford Chance”). The 2013 Interview with Mr Kalaris was carried out as part of that investigation. He had been made aware before the Interview began as to the “circumstances” being considered by the Authority.

114.

The 2013 Interview was conducted under FSMA s 171; subsection (1) of that section provides that an investigator “may require” a person “connected with the person under investigation” to “attend before the investigator at a specified time and place and answer questions”. It was thus what is known as a “compelled” interview. Mr Kalaris was warned by Mr Beauchamp that a failure “to comply fully” with the requirement that he answer questions could be drawn to the attention of the court, which if satisfied that he had failed without reasonable excuse to comply, could take the same action as if he had been in contempt.

115.

Mr Kalaris was accompanied by two solicitors from Clifford Chance, and was told at its inception that he could stop the interview at any time in order to consult with those solicitors. He was also provided with a bundle of documents (“the Interview Bundle”) which contained the following:

(1)

An email from Mr Kalaris dated 16 May 2008, which listed the potential investors in the June capital raising, including the Qataris.

(2)

An email from Mr Kalaris dated 22 May 2008, setting out the “running order” for the meeting with the Qataris which was to take place the following day. In that email, Mr Kalaris suggested to Mr Varley that he tell the Qataris that Barclays very much wanted to partner with them and that this would be “more than a financial partnership, a strategic one as well”.

(3)

An email from Mr Kalaris dated 25 May 2008, summarising that meeting. It included the comments that “our fee and mechanism for the underwriting is fine” and “all the soft stuff, secondment etc is agreed”.

(4)

An email dated 3 June 2008 from Mr Boath to Mr Kalaris and Mr Jenkins, in which he summarised the meeting in which Dr Hussain had stated that the Qataris were seeking a “fee of 3.75%”.

(5)

An email of the same date to Mr Boath from Mr Leighton of Barclays’ Financial Institutions Group, setting out the financial implications if commission was paid at 1.5%, 3.25% and 3.5%, and the copy of that email forwarded to Mr Kalaris.

(6)

An email chain dated 24 June 2008:

(a)

from Mr Jenkins to Mr Kalaris saying “assume I am signing advisory letter with q [the Qataris]”;

(b)

Mr Kalaris’s forwarding of that email to Mr Harding, with the text “Answer is yes?”.

(c)

Mr Harding’s reply, in which he said “Assume so. Don’t think it needs any other authorisation. Suggest Roger [Jenkins] doesn’t sign until Qatar signs the subscription agreement”.

(7)

A copy of the ASA.