Upper Tribunal Tax and Chancery Chamber

[2025] UKUT 00185 (TCC)

Fecha: 09-Abr-2025

Mr Stanley’s submissions

Mr Stanley’s submissions

346.

Mr Stanley’s main point was that both sets of provisions relied on by Mr Jaffey concerned the withholding of information about uncertain future events, such as a take-over. They do not allow an issuer to publish incorrect information about other matters, such as its assets or liabilities, on the basis that it is investigating the quantum of the error. He said in closing:

“There are many circumstances in which you are not under an obligation to say anything, but if you do say something you are under an obligation to take care that it should be accurate.”

347.

He also made the following subsidiary points.

(1)

The 2002 Listing Rules were replaced in 2005 as part of the implementation of the MAR, and the Q3 Update was issued in 2018, so the earlier provisions ceased to apply some 13 years before the issues with which this case is concerned.

(2)

In any event, the 2002 Listing Rules not only included LR 9.4 but also LR 9.3A, which was in materially similar terms to the current LR 1.3.3R: it required that a company which makes an announcement must take “reasonable care to ensure that… [it] is not misleading, false or deceptive and does not omit anything likely to affect [its] import”.

(3)

Although Article 17(4) of the MAR does allow an issuer to delay disclosure, that provision is subject to stringent conditions, one of which is that delay was “not likely to mislead the public” and another is that “immediate disclosure is likely to prejudice the legitimate interests of the issuer”. Here, neither of those conditions was met.

(4)

This case was in any event not about delaying disclosure, but about publishing incorrect information. In Mr Stanley’s words:

“it would be one thing not to mention negotiations, it would be quite another thing to put out an announcement saying ‘there are no negotiations taking place’ when, in fact, there were. That would not be permissible.”