[2025] UKUT 00185 (TCC)

The next issue was whether LR 1.3.3R was only contravened where information is materially misleading, false or deceptive or if material information was omitted. Mr Jaffey submitted that as the quantum of the adjustment required was unknown until the Deloitte review was completed, the Bank did not know it was material, and thus the Q3 Update contained “no material inaccuracy”.

Mr Stanley accepted that LR 1.3.3R was only contravened where information was materially misleading, false or deceptive or if material information is omitted, saying:

“there is always going to be some sort of threshold. Information is not false if it is substantially true. It is not misleading if it is substantially correct. It is not lacking something that would affect the import of the information if the effect of…saying something more would be trivial or inconsequential.”

However, in his submission, it was plainly wrong to say that a bank could issue a statement it knew to be wrong, simply on the basis that there was uncertainty. By way of example, if there was real uncertainty as to whether a figure was wrong by (a) a material £600m or (b) only by an immaterial £2m, it was not permissible for a bank to proceed on the basis that the error was immaterial.

We again agree with the Authority. LR 1.3.3R requires that an issuer such as a bank “must take reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information”. If a bank knows there is an error, and knows it might be material, it cannot just assume it is not material, because that would be to omit something which is “likely to affect the import of the information” which is being disclosed.