[2025] UKUT 00185 (TCC)

Ms Roberts’s contemporaneous note ended by saying:

“Linklaters concurred with our view that it is neither specific or material information at this point and was in the ordinary course of ongoing dialogue with the regulator over a complex issue and no market announcement was necessary at this point.”

Thus the contemporaneous email refers to Mr Lane having agreed that the matter was “complex”, but Mr Arden’s evidence to the RDC on 8 March 2022, which was repeated in his witness statement, was that Mr Lane had said (our emphasis):

“It seems to me that you are dealing with a complex and confidential matter with your prudential regulator and, until that work is completed, there is nothing to disclose.”

Ms Roberts said in her witness statement that the legal advice received was “that it was a confidential issue that was being worked out with the regulator so no further action needed at that time”. However, under cross-examination she was unable to answer questions about the advice, and relied only on the email she had sent previously. We thus place no reliance on this part of her witness statement.

Mr Lane’s evidence was as follows:

“I do not recollect using these words. I do not believe I gave advice that no announcement obligation could arise before either completion of work or agreement of the PRA. I do not recall any discussion of confidentiality obligations to the PRA.”