[2025] UKUT 00185 (TCC)

Mr Jaffey submitted that when a business announces its management information “the market understands…that that information is subject to review and revision and emerging information”, and thus an announcement is not “misleading” so as to engage LR 1.3.3R if the figure in question “is subject to revision following quantification of an emerging issue”.

He referred to the version of the Listing Rules which existed in 2002; this contained LR 9, headed “General obligation of disclosure for companies”, and included the following:

“9.1

A company must notify the Company Announcements Office without delay of any major new act developments in its sphere of activity which are not public knowledge which may,

(a)

by virtue of the effect of those developments on its assets and liabilities or financial position or on the general course of its business, lead to a substantial movement in the price of its listed securities;…

9.2

A company must notify the Company Announcements Office without delay of all relevant information which is not public knowledge concerning a change:

(a)

in the company’s financial condition;

(b)

in the performance of its business; or

(c)

in the company's expectation as to its performance

which, if made public, would be likely to lead to substantial movement in the price of listed securities

9.3

…

9.3A A company must take all reasonable care to ensure that any statement or forecast or any other information it notifies to, or makes available through, the Company Announcements Office is not misleading, false or deceptive and does not omit anything likely to affect the import of such statement, forecast or other information.

9.4

The company need not notify the Company Announcements Office of information about impending developments or matters in the course of negotiation and could give such information in confidence to recipients within the categories described in paragraph 9.5…

9.5.

The categories of recipient referred to in paragraph 9.4 are:

(a)

the company’s advisers and advisers of any other persons involved or who may be involved in the development or matter in question;

(b)

persons with whom the company is negotiating, or intends to negotiate, any commercial, financial or investment transaction…

(c)

representatives of its employees or trades unions acting on their behalf; and

(d)

any government department, the Bank of England, the Monopolies and Mergers Commission or any other statutory or regulatory body or authority.”

Mr Jaffey emphasised LR 9.4, which had specifically provided that companies need not notify the market about “information about impending developments or matters in the course of negotiation”. He said that the same exception continued today, referring to Section 2.5.2G of the Authority’s Disclosure, Guidance and Transparency Rules sourcebook, which reads:

“(1)

Delaying disclosure of inside informationwill not always mislead the public, although a developing situation should be monitored so that if circumstances change an immediate disclosure can be made.

(2)

Investors understand that some information must be kept confidential until developments are at a stage when an announcement can be made without prejudicing the legitimate interests of the issuer.”

That passage was, said Mr Jaffey, consistent with Regulation 17(4) of the MAR, set out at §34 above. He summarised the position as follows:

“Participants in the London Stock Exchange understand when they see an RIS announcement that it will always have a metaphorical asterisk next to it that information in here may well be affected by these type of matters [ie impending developments or matters in the course of negotiations] and you have to read this RIS announcement subject to caveats, which everyone in the market understands.”