[2025] UKUT 00185 (TCC)

We agree with the Authority that if a listed company decides it will report figures quarterly, it must report accurate and reliable figures quarterly. If, for any reason, including internal control or data failings, it is unable to report accurate figures, as Mr Stanley said, it has to “come clean about that”. It does not have the choice to report a figure that is known to be inaccurate or not believed to be reliable, without qualification. It is irrelevant that qualification may be embarrassing or commercially inconvenient.

Although the example provided in Mr Stanley’s skeleton argument post-dated the relevant period, and the other examples in the Bundle related to disclosures under the MAR, we nevertheless agree with the Authority that listed companies did sometimes qualify their announcements. Moreover, the Bank never assessed whether it should issue a qualification to the RWA figure, see §218(2); in other words, the Bank did not reject this option on the basis that it might mislead investors, the Bank simply did not consider it at all.

In relation to Mr Arden’s hearsay evidence about his conversation with Mr Woods, we agree with Mr Jaffey that both the fact of that conversation and Mr Arden’s recollection of what Mr Woods said was unchallenged.

However, it does not follow that Mr Woods “described the PRA’s position to Mr Arden accurately”. We also take into account that:

We decline to make a finding of fact as to the PRA’s view in October 2018 as to the approach the Bank should take to complying with LR 1.3.3R.