Barclays related judgments
| Jurisdiction | England & Wales |
| Judgment Date | 28 February 2020 |
| Court | Crown Court |
Indictment No: T2017 7247-7251 & T2018 0055
IN THE CROWN COURT AT SOUTHWARK
Southwark Crown Court
1 English Grounds
London SE1 2 HU
21st May 2018
Before:
MR JUSTICE JAY
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Between:
THE QUEEN
- and –
BARCLAYS PLC and BARCLAYS BANK PLC
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- - - - - - - - - - - - - - - - - - - - -
Edward Brown QC, Andrew Onslow QC, Alison Morgan and Philip Stott (instructed by
Serious Fraud Office) for the Crown
Richard Lissack QC, Crispin Aylett QC and Ben Fitzgerald (instructed by Willkie Farr &
Gallagher (UK) LLP) for Barclays PLC and Barclays Bank PLC
Hearing dates: 23rd – 27th April 2018
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RULING
.............................
MR JUSTICE JAY
Judgment Approved by the court for handing down
(subject to editorial corrections)
SFO v Barclays PLC and others
MR JUSTICE JAY:
Introduction
1. Barclays PLC (“Barclays”) and Barclays Bank PLC (“Barclays Bank”), collectively
“the companies”, have applied to dismiss all the charges brought against them by the
Serious Fraud Office (“the SFO”) on Counts 1, 2 and 3 of the joinder Indictment
preferred on 16th February 2018.
2. In outline: by Counts 1 and 2 of the Indictment, Barclays is charged with separate
conspiracies to commit fraud by false representation contrary to section 1 of the
Criminal Law Act 1977 (“the CLA 1977”); and by Count 3 Barclays and Barclays
Bank are charged with giving unlawful financial assistance contrary to section 151(1)
and (3) of the Companies Act 1985. It is immediately apparent that these are
allegations of the utmost seriousness.
3. A number of human defendants have also been charged but I do not have to consider
their position at this stage, save to the extent that their alleged criminality bears on the
position of the companies.
4. The SFO has, I was informed, been investigating these matters since 2012. The factual
background is complex and in the context of a contested trial would require careful
exposition to the jury. The trial itself is currently listed to begin in January 2019 with
a time estimate of 12-16 weeks.
5. At first blush this dismissal application appears remarkably ambitious. The
complexity of the case, the scale and depth of the SFO’s investigation, and the
overriding principle that the facts must for these purposes be assumed against the
companies, suggest that it should not be possible to distil out of this morass of material
legal points of sufficient precision and clarity, unencumbered by evidential doubt and
the possibility of adverse inferences being drawn, to permit of appropriate judicial
resolution in advance of the trial itself; still less points which, if this application were
to succeed, the SFO must have analysed incorrectly.
6. Despite my initial scepticism, I have reached the firm conclusion that all these charges
should be dismissed. Notwithstanding the evidential complexity, an adequate
simplified narrative can be expounded, assuming all the facts in the SFO’s favour. In
my judgment a correct application of the legal principles governing corporate liability
in a criminal context lead inevitably to the conclusion that these charges cannot be
maintained.
Overview
7. What follows is almost entirely derived from the SFO’s Case Statement as amended
on 2nd March 2018.
8. The allegations in this case concern the activities of Barclays, Barclays Bank and a
number of its senior directors and executives in relation to capital raisings in June
Judgment Approved by the court for handing down
(subject to editorial corrections)
SFO v Barclays PLC and others
2008 (“CR1”) and October 2008 (“CR2”). CR1 raised a total of £4.4B and CR2 a total
of £6.8B.
9. Barclays is the parent company of Barclays Bank owning 100% of the ordinary voting
rights. The main dramatis personae are Mr John Varley (at the material time, Barclays
Group Chief Executive and a director of Barclays), Mr Chris Lucas (Barclays Group
Finance Director), Mr Roger Jenkins (Barclays Capital Executive Chairman of
Investment Management in the Middle East and North Africa), Richard Boath
(Barclays Capital Head of European Financial Institutions Group) and Mr Tom
Kalaris (Barclays Wealth Management Chief Executive Officer). Henceforth, I shall
refer to the human defendants by their initials. JV, RJ, TK and RB are alleged to be
parties to the conspiracy forming the subject-matter of Count 1. JV and RJ are the
alleged human conspirators in relation to Count 2, and they are also said to be the
directing mind and will of the companies for the purposes of Count 3. The SFO say
that, but for his deteriorating health, CL would have been indicted as a party to the
Count 1 and 2 conspiracies. On my understanding of the SFO’s case, JV, RJ and CL
should be identified as Barclays for the purposes of both Counts 1 and 2; the SFO
does not suggest that TK and RB may also be so identified. CL’s role in relation to
CR2 is not clear, although nothing turns on that for the purposes of this application.
10. A number of investors participated in CR1 and CR2 but for present purposes the focus
is on the State of Qatar acting by or through the following entities: Qatar Investment
Authority (“QIA”), Qatar Holding LLC (“QH”) and Challenger Universal Limited
(“Challenger”), a BVI investment vehicle. In terms of the human dramatis personae,
the focus has been on Sheikh Hamad bin Jassim Jaber Al-Thani (“Sheikh Hamad”),
former Prime Minister of Qatar concerned in all three of the entities I have mentioned,
and Dr Hussain Ali Al-Abdulla (“Dr Hussain”), described as Sheikh Hamad’s right-
hand man and concerned in QH and QIA.
11. The context of CR1 and CR2 was the crisis in the UK banking sector. Barclays, and
other banks, were under pressure to raise further capital. As part of CR1 Qatar
(through QIA, QH and Sheikh Hamad, through Challenger) invested approximately
£1.9B, after clawback and before commissions. Following the collapse of Lehman
Brothers on 15th September 2008, the crisis became so acute that Barclays’ future as
an independent bank was in jeopardy. The evidence demonstrates that Barclays did
not want to have to seek a “bail-out” from the UK Government, the availability of
which was announced on 8th October. On 13th October Barclays announced that it
would raise capital outside these arrangements. In short, Barclays was prompted to
look again to Qatar, and to substantial Abu Dhabi investors, among the few potential
investors with the resources and inclination to avail it.
12. In November 2008 the same Qatari entities as before invested approximately £2.05B.
The SFO alleges that concurrently with CR2 Barclays Bank lent $3B to Qatar, closely
matching the amount of the investment (the $ to £ exchange rate at the time was
approximately 1.5). The SFO alleges that the evidence demonstrates that, contrary to
promises made by Qatar, this money was used to fund the investments in Barclays as
part of CR2. In providing this unlawful financial assistance, it is said that Barclays
Bank acted for and on behalf of the holding company, Barclays. (I note in passing that
the companies prefer to characterise the SFO’s case as being based on a joint
enterprise between them, but in my view nothing turns on that at this stage.)
Neutral Citation Number: [2018] EWHC 3055 (QB)
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
Date: 12/11/2018
Before:
LORD JUSTICE DAVIS
(Sitting as a Judge of the High Court)
Between:
THE SERIOUS FRAUD OFFICE
Applicant
- and -
BARCLAYS PLC & ANR
Respondents
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- - - - - - - - - - - - - - - - - - - - -
Sir James Eadie QC, Andrew Onslow QC, Edward Brown QC, Annabel Darlow QC and
Alison Morgan (instructed by Rakesh Somaia on behalf of the Serious Fraud Office) for the
Applicant
Richard Lissack QC, Crispin Aylett QC and Ben FitzGerald (instructed by Wilkie Farr &
Gallagher (UK) LLP) for the Respondents
Hearing dates: 22 – 24 and 26 October 2018
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Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this
Judgment and that copies of this version as handed down may be treated as authentic.
.............................
LORD JUSTICE DAVIS
LORD JUSTICE DAVIS
Approved Judgment
Double-click to enter the short title
Lord Justice Davis:
Introduction
1. This is an application on the part of the Serious Fraud Office (SFO) for permission to
serve a draft indictment: an application to prefer a voluntary bill of indictment, in time-
honoured language. It is made as a consequence of Jay J, sitting in the Crown Court
at Southwark, dismissing on 21 May 2018 all charges on the then indictment as against
Barclays Plc and its wholly owned subsidiary Barclays Bank Plc (whom I will
collectively style “Barclays”). The application involves a consideration of whether the
(alleged) criminal dishonesty of senior officers within a corporate organisation can be
attributed to that corporation so as to render the corporation itself criminally liable.
2. This has been a heavy application. The dismissal hearing below lasted 5 days. It
resulted in a reserved judgment extending to 231 paragraphs. The judge was to describe
the issues arising as “of fabulous complexity and intricacy”. That complexity, and
doubtless too the great importance of this case for the parties, is reflected in the fact
that the SFO before me was represented by no fewer than 4 QCs and 1 junior and the
respondents by 2 QCs and 1 junior. All this is not, and I emphasise should not be, the
norm for applications to prefer a voluntary bill. However, this is without question a
complex case: and a hearing of such a length in such a context is not unprecedented
3. Following the hearing before me, and having taken some time to reflect, I announced
my conclusion that the application would be dismissed. I stated that I would give my
written reasons for such decision at a later date. These are those reasons.
4. It is unavoidable that this will be a judgment of some length. Nevertheless, I have no
intention of giving a judgment of a detail corresponding to that below or of a length
commensurate to the very sophisticated and elaborate arguments presented to me.
Consequently, I will not specifically discuss in this judgment every detail or nuance of
the arguments addressed to me: albeit I have sought to bear them all in mind. In saying
that, I would like to acknowledge the conspicuously thorough and careful arguments
presented, in writing and orally, to me and to acknowledge the skill with which they
were presented.
The approach
5. The general approach which I take on this application to prefer a voluntary bill of
indictment is as follows.
6. My jurisdiction is undoubted. Paragraph 2 (6) of Schedule 3 to the Crime and Disorder
Act 1998 provides for the voluntary bill procedure in cases where a Crown Court judge
has dismissed charges: such voluntary bill procedure having been statutorily preserved
by s. 2 (2) of the Administration of Justice (Miscellaneous Provisions) Act 1933.
Parliament has not, for whatever reason, seen fit to provide an appeal to the Court of
Appeal (Criminal Division) in such cases, notwithstanding the availability of an appeal
route in the case of terminating rulings subsequently conferred by the relevant
provisions of the Criminal Justice Act 2003.
LORD JUSTICE DAVIS
Approved Judgment
Double-click to enter the short title
7. Such applications are the subject of the Criminal Procedure Rules (under which I
previously directed an oral hearing) and of the Consolidated Criminal Practice
Direction. That at paragraph 10B.4 states as follows:
“The preferment of a voluntary bill is an exceptional procedure.
Consent should only be granted where good reason to depart
from the normal procedure is clearly shown and only where the
interests of justice, rather than considerations of administrative
convenience, require it.”
8. That it should be an exceptional course to grant leave to prefer a voluntary bill is borne
out by a number of authorities cited to me but to which I need not specifically refer
here. As stated in Evans at paragraph 85, the exceptional course of preferring a
voluntary bill, following a successful application in the Crown Court to dismiss, will
ordinarily only be permitted by the High Court if:
(i) the Crown Court has made a basic or substantive error of law which is clear or
obvious; or
(ii) new evidence has become available to the prosecution which was not available
before; or
(iii) there was a serious procedural irregularity.
Nevertheless, I agree with the SFO’s submission that exceptionality is not the legal test
as such for granting permission: rather, it is descriptive of the position.
9. The authorities also make clear that if the application is based on the assertion that the
Crown Court, in dismissing the charges, had wrongly appraised the evidence proposed
to be adduced by the prosecution then the bar is raised very high: in effect, if leave to
prefer is to be granted in such a context, it will ordinarily require the High Court to
conclude that the view of the evidence taken by the Crown Court judge was wholly
unreasonable.
10. I direct myself on that basis.
11. Applying that approach, I make clear here and now that I accept the judge’s account
and evaluation of the evidence as proposed to be adduced by the prosecution. He was
taken through it (and the underlying materials) in far more detail than I have been. I
have no basis in any event for concluding that his factual summary or factual evaluation
– he having stressed that he took the prosecution case at its highest and on the
assumption that its factual allegations could be proved at trial – was wrong or
unreasonable. To the extent that it was submitted by Sir James Eadie QC (who had not
appeared below) on behalf of the SFO that I was in as good a position as the judge to
evaluate the evidence I reject that. I am not; and in any case it would be wrong in
principle, on an application of this kind, to undertake afresh such a factual evaluation.
As also stated by Pitchers J in the case of Davenport [2005] EWHC 2823 (QB):
“… it must, in my judgment, be wrong in principle for the
prosecution to be able to get round a decision [to dismiss] they
do not like by inviting another judge to take a different view of
Indictment No: T2017 7247-7251
IN THE CROWN COURT AT SOUTHWARK
Southwark Crown Court
1 English Grounds
London SE1 2 HU
Date: 03/04/2019
Before:
MR JUSTICE JAY
- - - - - - - - - - - - - - - - - - - - -
Between:
R
- and –
JOHN VARLEY
ROGER JENKINS
THOMAS KALARIS
RICHARD BOATH
Defendants
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- - - - - - - - - - - - - - - - - - - - -
Edward Brown QC, Annabel Darlow QC, Alison Morgan QC and Philip Stott (instructed
by Rakesh Somaia on behalf of the Serious Fraud Office) for the Crown
Nicholas Purnell QC and Clare Sibson QC (instructed by Corker Binning) for John Varley
John Kelsey-Fry QC and Jonathan Barnard (instructed by Herbert Smith Freehills LLP)
for Roger Jenkins
Ian Winter QC and Nicholas Yeo (instructed by DLA Piper UK LLP) for Thomas Kalaris
William Boyce QC and Karen Robinson (instructed by Peters & Peters Solicitors LLP) for
Richard Boath
Hearing dates: Trial – 23rd January to 7th March 2019; Submissions on this application – 18th to
22nd March, 27th March, and 1st April 2019
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RULING
Approved Ruling
R v Varley and others
MR JUSTICE JAY:
Introduction
1. All four defendants apply at the end of the Crown’s case for the case to be halted
against them on the two Counts (as applicable), on the ground that there is no case to
answer.
2. The application is really, or at least realistically, being brought under the second limb
of R v Galbraith [1981] 73 Cr. App. R. 124. In short, a submission of this nature
should be acceded to only when the court concludes that the prosecution evidence,
taken at its highest, is such that no reasonable jury properly directed could convict on
it. I have received copious submissions as to the applicable legal principles in a case
involving circumstantial evidence and inferences, although I am well familiar with
this terrain. Given those submissions, I will summarise these principles at an
appropriate stage.
3. This application, reflecting as it does the vastness and interconnectivity of the
underlying evidential material, is complex. I believe that it is about as complex as it
has ever got in a criminal trial, or could and should be possible to get. The application
has put the legal teams under immense, almost intolerable pressure. Mr Nicholas
Purnell QC for JV observed at one point shortly before the application was even made
that the intrinsic complexity of the evidence, and the court’s likely inability
convincingly to unify all the evidence into a completely coherent web, is a factor
which weighs in his client’s favour. I would not go quite that far, although I do see
that the application of Occam’s Razor may favour the defendants more than the SFO.
Insofar as there are difficult matters of law, these must be resolved in the usual way
by close analysis of the authorities penetrating down to the underlying principles.
Insofar as the evidential picture is multi-faceted, variegated and not necessarily
susceptible to an interpretation which irons out all possible wrinkles and judicial
concerns, I must still undertake the Galbraith exercise in the usual way applying such
additional assistance I may gather from the authorities as considered further below.
4. Lest it be thought that the complexity has arisen only because the defendants have
made it so, that would be entirely wrong.
5. Given the exigencies of time and the desirability of avoiding unnecessary replication,
this ruling should be read in conjunction with the following rulings and judgment, and
probably most helpfully in this order:
(1) my ruling on Barclays’ dismissal application dated 21st May 2018;
(2) my ruling on the application of these four defendants to dismiss dated 9th July
2018;
(3) the judgment of Davis LJ on the SFO’s application for a Voluntary Bill of
Indictment dated 12th November 2018.
(4) my ruling on RB’s dismissal application dated 5th December 2018.
Approved Ruling
R v Varley and others
6. I should emphasise that my earlier rulings in this case (a) took the SFO’s case at its
reasonable pinnacle, (b) were not based on a consideration of all the available
evidence, (c) were not necessarily based on a complete understanding of even the
extracted evidence that was placed before me for consideration, and (d) did not take
on board key elements of the respective defence cases. I do not put forward aspect (c)
as a personal failing or an implied excuse: it reflects the inherent density and
complexity of the material, and the fact that my understanding has deepened as the
layers of the metaphorical onion have been removed, often strip by painful strip, as
the evidence has unfolded and I have had time to think about it and cross reference it.
As for item (d), no hint of mea culpa is required because I was left unsighted.
7. It follows from what I have just said that the assessments I made as to the strength of
the SFO’s case even as recently as 5th December 2018 cannot be regarded as
immutable, still less necessarily sound. So much water has passed under the
metaphorical bridge since then. Those assessments fall to be reconsidered in the light
of all the evidence I have considered and the submissions I have received. In the
interests of complete transparency, I must record that ruling (2) mentioned in
paragraph 5 above seems to me now to merit complete overhaul and that certain facets
of ruling (4) have not withstood the test of time and it appears, at least to me, to be
superficial and jejune.
8. In order to reach the level of understanding I possessed on 7th March 2019 (before the
defendants’ submissions arrived), I must also record that apart from reading Mr
Edward Brown QC’s written opening at least three times, I had been through all the
material on the ipad four times, had listened to key passages of audio tape at least
once and often more than that, prepared detailed notes for the purposes of any
summing-up, had considered with care the limited oral evidence of Mr Marcus Agius
and Dr Glenn Leighton, and had studied the prepared statements and RB’s lengthy
interviews (parts of which were played to the jury). For this purpose I am ignoring all
the preparatory endeavour I expended in April, May, June, July, November and
December of last year.
9. As before, transcripts of the proceedings are available should this application fall to
be considered further.
10. My understanding has deepened still considerably since 7th March because the parties
have filed several batches of detailed, comprehensive and impressive written
submissions which I have read and re-read before the oral hearings started, and
thereafter. I am indebted to Counsel for their very considerable assistance in these
circumstances.
11. The hearing of this application took seven days, with a number of gaps, and yet was
still significantly abbreviated in line with my assessment of the overriding objective. I
had given the SFO team, headed by Mr Brown ably assisted by two Leading Counsel
and his extremely competent junior, the time that had been sought to finalise their
written submissions, and a further opportunity to “re-group”. Following what I said in
court on 27th March, I gave the defence teams the same opportunity. In an ideal world
the oral hearings would have taken longer. A balance had to be struck between giving
the parties the appropriate opportunity to advance their best cases, me the opportunity
to reflect, consider and prepare this ruling, and then not leaving too long a gap before
the jury could be brought back. Ultimately, however, the one matter which has not
Neutral Citation Number: [2019] EWCA Crim 1074
Case No: 2019 01414
IN THE COURT OF APPEAL (CRIMINAL DIVISION)
ON APPEAL FROM SOUTHWARK CROWN COURT
MR JUSTICE JAY
Indictment No: T2017 7247-7251 Royal Courts of Justice
Strand, London, WC2A 2LL
Date: 21/06/2019
Before :
LORD JUSTICE GROSS
LORD JUSTICE DAVID RICHARDS
and
LORD JUSTICE HAMBLEN
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Between :
REGINA
Appellant
- and -
JOHN VARLEY
ROGER JENKINS
THOMAS KALARIS
RICHARD BOATH
Respondents
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- - - - - - - - - - - - - - - - - - - - -
Edward Brown QC, Annabel Darlow QC, Alison Morgan QC and Philip Stott (instructed
by Rakesh Somaia on behalf of the Serious Fraud Office) for the Appellant
Nicholas Purnell QC and Clare Sibson QC (instructed by Corker Binning) for John Varley
John Kelsey-Fry QC and Jonathan Barnard (instructed by Herbert Smith Freehills LLP)
for Roger Jenkins
Ian Winter QC and Nicholas Yeo (instructed by DLA Piper UK LLP) for Thomas Kalaris
William Boyce QC and Karen Robinson (instructed by Peters & Peters Solicitors LLP) for
Richard Boath
Hearing dates: 20, 21 and 22 May 2019
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Approved Judgment
Judgment Approved by the court for handing down.
R v Varley & Ors
LORD JUSTICE GROSS :
INTRODUCTION
1. (A) Overview: This is the judgment of the Court to which each of us has contributed
substantially.
2. This is a prosecution appeal by the Appellant (“the SFO”) under s.58 and following of
the Criminal Justice Act 2003 (“the CJA 2003”) against the Ruling of Jay J dated 3
April 2019 (“the Ruling”, together with other related rulings), in which he upheld the
various submissions of the Respondents that there was no case to answer in respect of
the count/s of the indictment which concerned each of them.
3. In part at least, the financial market crash of 2008 casts a shadow over these
proceedings as it did for those previously pursued by the SFO against Barclays Plc
and Barclays Bank Plc (collectively, “Barclays”).
4. Describing the impact in the US, Andrew Ross Sorkin, in Too Big to Fail (2009),
spoke (at p.3) of a “near collapse of the financial system, forcing a government rescue
effort with no precedent in modern history”. For her part, Gillian Tett, in Fool’s Gold
(2009), remarked on this market crash as standing out because of its sheer size
(Preface, at p.ix).
5. Unlike some other UK banks, Barclays did not take up the October 2008 UK
Government (“HMG”) package of support for British banks – preferring instead to
raise capital from other sources, including various Qatari entities. The question which
arose in the Barclays proceedings and which arises here is whether, in the course of
doing so and in the course of a prior capital raising exercise in June 2008, criminal
offences were committed.
6. The Respondents all held senior positions at Barclays. Mr John Varley (“JV”) was
Chief Executive and a director; Mr Roger Jenkins (“RJ”) was Barclays Capital
Executive Chairman of Investment Management in the Middle East and North Africa;
Mr Thomas Kalaris (“TK”) was Barclays Wealth Management Chief Executive
Officer; Mr Richard Boath (“RB”) was Barclays Capital Head of European Financial
Institutions Group.
7. It may be noted that Mr Christopher Lucas (“CL”) the Barclays Group Finance
Director was named as a co-conspirator; however, proceedings against him were not
pursued because of the state of his health. CL and JV were the only directors among
the alleged conspirators.
8. The indictment in these proceedings (“the Indictment”) contains two counts. Each of
the Respondents was charged with Count 1, whereas only JV and RJ were charged
with Count 2. Both Counts allege a statutory conspiracy to commit fraud by false
representation, contrary to section 1(1) of the Criminal Law Act 1977 (“the CLA
1977”). Count 1 relates to the capital raising undertaken by Barclays in June 2008
(“CR1”). Count 2 relates to the subsequent capital raising by Barclays in
October/November 2008 (“CR 2”).
Judgment Approved by the court for handing down.
R v Varley & Ors
9. The Particulars of Offence under Count 1 provide as follows:
“JOHN VARLEY, ROGER JENKINS, THOMAS KALARIS
AND RICHARD BOATH, between 1 May 2008 and 31
August 2008, conspired together with Christopher Lucas ,
dishonestly to make representations within documents relating
to Barclays’ capital raising of June 2008, with the intention of
making gain for themselves or another, or causing loss to
another, or exposing another to a risk of loss, which they knew
were untrue or misleading, in breach of section 2 of the Fraud
Act 2006, namely:
i. (In the Prospectus dated 25 June 2008) that Qatar Holding
was to be paid commission of 1.5% for its subscription in
shares;
ii. (In the Prospectus dated 25 June 2008) that the aggregate
costs and expenses payable by Barclays plc in connection with
the Firm Placing and the Placing and Open Offer was estimated
to amount to approximately £107 million; and
iii. (In Subscription Agreements dated 25 June 2008) that
Barclays had not agreed to, nor intended to pay, any additional
fees, commissions, costs, reimbursements or other amounts to
Qatar Holding.”
10. The Particulars of Offence under Count 2 provide as follows:
“JOHN VARLEY and ROGER JENKINS, between 1
September 2008 and 30 November 2008, conspired together
and with Christopher Lucas, dishonestly to make
representations within documents relating to Barclays’ capital
raising of October 2008, with the intention of making gain for
themselves or another, or causing loss to another or exposing
another to a risk of loss, which they knew were untrue or
misleading, in breach of section 2 of the Fraud Act 2006,
namely:
i. (In the RCI Prospectus dated 25 November 2008) that Qatar
Holding was to be paid commission of 2% for its subscription
in RCIs and that the net proceeds of the issue of the RCIs was
expected to amount to approximately £2,905,000,000 after
deduction of commissions and concessions and the expenses
incurred in connection with the issue of the RCIs;
ii. (In the MCN Prospectus dated 25 November 2008) that
Qatar Holding was to be paid commission of 4% for its
subscription in the Notes and that the net proceeds of the issue
of the Notes was expected to amount to approximately
£3,875,000,000 after deduction of commissions and
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