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

We make our findings on Q1 in the light of Mr Kalaris’s evidence and relevant submissions made by Mr Stanley and/or Mr Winter.

We find that Mr Kalaris knew Mr Beauchamp was asking him about the origin of the ASA; this is clear from his initial reply to Q1, which was focused on Barclays’ desire for a strategic relationship and not on the identity of the person who had drafted the document. It is also clear from the first part of his response to Mr Beauchamp’s next question, where he reiterates that Barclays wanted a strategic relationship with the Qataris. Moreover, as noted above,

We accept that Barclays wanted a strategic relationship with the Qataris, but this was only part of the picture. Mr Kalaris did not explain that to Mr Beauchamp that the ASA and the capital raising formed a “single package” and were “factually connected” because the ASA was the way in which the value gap was filled. Instead, he said there were “two paths”. Mr Stanley submitted that this was incomplete and misleading because there was only one path, or at best two intertwined paths which were neither “separate” nor “parallel”, and Mr Kalaris knew this was the case. We agree.

The only remaining explanation given by Mr Kalaris for his failure to tell Mr Beauchamp about the connection between the ASA and the capital raising was his evidence that he believed Mr Beauchamp already knew about that connection. However, we have already rejected that evidence, see §126 - §127.

We also reviewed each of Mr Kalaris’s replies to earlier questions asked by Mr Beauchamp, in other words, in the part of the Interview which preceded Q1, and found that at no point did Mr Kalaris explain the connection between the ASA and the capital raising.

Having considered each of Mr Kalaris’s explanations and justifications for his reply to Q1, we agree with Mr Stanley that he gave “a fundamentally misleading, incomplete, and partial explanation of the position”, and his response therefore lacked candour.