[2025] UKUT 00185 (TCC)

As is clear from the findings of fact set out above, Ms James saw the email from Ms Roberts summarising the meeting with Mr Lane. But she did not attend any of the Committees at which various information about the RWAs was provided, and she did not attend the Board meetings. She was not copied on, or in contact with, Mr Sutherland at the PRA. There was no evidence, either written or oral, as to Ms James having been given any information about the RWA issue after she received a copy of Ms Roberts’ email.

It is therefore unsurprising that Mr Jaffey’s submissions placed significant weight on that email. However, as we have already found, it contained the following incorrect statements, see §299ff and the summary at §317:

The email did not mention the Q3 Update, or the Listing Rules, or that the Bank had misapplied the requirement that CLIP loans be risk weighted at 100%: it instead referred only to “a problem with the risk weight classification of some commercial assets”.

The final part of the email said

“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.”

This reflected the requirements in the MAR that disclosure must be made if information is “sufficiently precise” and would be likely to have “a significant effect” on the price of the shares, and that “an issuer shall inform the public as soon as possibleof inside information which directly concerns that issuer”. We have found as a fact (see §340) that the purpose of the meeting was not to give the Bank advice about the Q3 Update, but was instead whether immediate disclosure was required under the MAR. Although Ms Gillan did not see the email, she too understood that Linklaters’ advice was directed to the question of whether there was inside information that needed to be disclosed.

Given the above, we disagree with Mr Jaffey that this was a case where Ms James was “fully involved in identifying issues, taking advice and ensuring that it is acted on”. Instead, Ms James was only provided with Ms Roberts’s email, which contained significant inaccuracies, and the reasonable reader of that email would have understood Linklaters to have advised that there was no need for an immediate market announcement. We thus reject the Applicants’ submission that the Bank acted reasonably in relation to the Q3 Update because it relied on Ms James.