Upper Tribunal Tax and Chancery Chamber

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

Fecha: 10-Jul-2024

What Mr Kalaris believed about the Authority’s knowledge

What Mr Kalaris believed about the Authority’s knowledge

125.

It was common ground that Mr Kalaris knew that the Authority had seen the Prospectus, the related announcement and the emails referred to at §115.

126.

However, it was also a key part of Saranac’s case that, at the time of the 2013 Interview, Mr Kalaris believed the Authority already knew there to be a factual connection between the ASA and the capital raising. The following exchanges took place in the course of cross-examination:

Mr Kalaris: …it was evident that the two – the two elements, the capital raise percentage for placement, and the ASA were – were linked from a practical perspective. And I went into this conversation with the FSA knowing that, and the FSA knew that.

Mr Stanley: When had the FSA ever said anything to you which suggested they had that knowledge?

Mr Kalaris: It’s in the Prospectus.

Mr Stanley: So the answer is, they never had. You would have had no discussions with the FSA at all, had you, at which the FSA had said “we know this is to bridge the value gap…”

Mr Kalaris: I did not, no.

…

Mr Stanley: In fact all that was disclosed [in the Prospectus] wasn’t it, [was] that there was a strategic relationship?

Mr Kalaris: Yes, it was, and it was not up to me to decide what was to be disclosed.

Mr Stanley: So, when the Authority asked you whether there was a connection, they couldn’t have known more than that, could they?

Mr Kalaris: The Authority knew and the people in the room [at the time of the 2013 Interview] knew what was in the Prospectus and that there was a factual connection, which is very clear from both the prospectus and the announcement you showed to me. There was not a legal connection.”

127.

We do not find it credible that the time of the 2013 Interview Mr Kalaris believed, on the basis of (a) the Prospectus; (b) the announcement about the capital raising; (c) the Memorandum; (d) the documents in the Interview Bundle; and/or the earlier questions and answers during the Interview, that the Authority knew that the ASA formed a “package” with the Qataris’ contribution to the capital raising so as to fill the value gap. We reject Mr Kalaris’s evidence that he had that belief.