[2025] UKUT 00185 (TCC)

The Authority’s position was that LR 1.3.3R does not require issuers to publish accurate and complete information only if it is reasonable to do so, but instead requires them to take reasonable care to “ensure” that published information is accurate and complete, and this is always the position. Mr Stanley said that the Rule confers no discretion on issuers to decide that it would be in their best interests to mislead the market, or that it would be in the public interest to do so. Moreover, the Bank:

“…did not simply provide a RWA figure that was known to be incorrect, and did not merely omit the important information that the figure was under review and realistically bound to be revised upwards: it positively invited the reader to draw favourable conclusions about Metro Bank’s capital ratios from that figure (‘remain robust’), and did so where Metro Bank’s capital ratios were regarded as commercially important.”

Mr Stanley asked the Tribunal to reject Mr Jaffey’s submission that making a qualified announcement was “unprecedented”; his skeleton includes the example of the Q3 Update issued 7 November 2024 by Wood Group Plc, which said that the Group had commissioned an independent review to focus on accounting, governance, and controls, including the question of whether any prior year restatement may be required, and was unable to give an answer at that stage. The announcement also said that “The results presented in this trading update, and our full year outlook, are before any potential impacts from the independent review”. In addition, the Bundle contained extracts from statements made by other listed companies which had been qualified, such as one by Tesco Group plc in 2014 which read (emphasis added):

“On the basis of preliminary investigations into the UK food business, the Board believes that the guidance issued on 29 August 2014 for the Group profits for the six months to 23 August 2014 was overstated by an estimated £250m. Some of this impact includes in-year timing differences. Work is ongoing to establish the extent of these issues and what impact they will have on the full year.”