Allianz Funds Multi-Strategy Trust & Ors v Barclays Plc

Schedule 10A to the Financial Services and Markets Act 2000 incorporates the common-law test of inducement or reliance for claims based on misleading statements and omissions. A claimant must show that the published information was received, read or communicated through a third party, and that it caused the claimant to acquire, hold or dispose of securities. Reliance on a share price or market efficiency alone is insufficient.

For omissions, the claimant need not show awareness of the precise information omitted. Reliance on the published document itself is sufficient, subject to causation and reasonable reliance. Paragraph 5 applies only where the relevant information was ultimately published or its availability announced by recognised means. It does not create liability for information never published.

The claimants brought claims against Barclays Plc under section 90A and Schedule 10A to the Financial Services and Markets Act 2000, alleging misleading statements, omissions and dishonest delay in publishing information concerning Barclays’ dark-pool trading system.

The defendant applied to strike out 241 Category C claims, based principally on alleged price or market reliance, and the claims based on dishonest delay. The central questions were the meaning of reliance under paragraph 3 and whether paragraph 5 applied where the relevant information had never been published.

The court granted reverse summary judgment on the 241 Category C claims and held that the claims based on dishonest delay disclosed no reasonable cause of action. Final disposal and consequential orders were adjourned.

1. Reliance under paragraph 3. The statutory use of “reliance” was deliberate and imposed an ingredient of liability additional to causation. Parliament intended to incorporate the settled common-law test of inducement in deceit. A claimant must ordinarily show that it read or heard the representation, understood it in the allegedly false sense, and acted in a way causing loss. The information may be communicated through a third party.
2. Omissions. A claimant relying on an omission need not have considered the absence of the omitted matter. It is sufficient to show reliance on the published report or statement itself, together with causation and reasonable reliance. The court left open whether reliance on an individual misleading statement must be shown in every claim based on statements.
3. Price or market reliance. Reliance solely on a share price, the issuer’s status as a listed company, or an assumption that the market price reflected published information did not satisfy paragraph 3. The Category C claimants did not allege that their decision-makers or advisers read or considered the relevant published information. The evidential inference of inducement therefore did not arise, and in any event was rebutted by the pleaded evidence.
4. Dishonest delay. Paragraph 5 applies only to information within paragraph 2, namely information published by recognised means or whose availability was announced by recognised means. It covers delayed publication of information later published accurately, but not permanent non-publication. Otherwise paragraph 5 would substantially duplicate paragraph 3 and undermine the statutory reliance requirement.
5. Disposition. The court was satisfied that the Category C claims had no real prospect of success and that the dishonest-delay claims disclosed no reasonable claim. The claims were disposed of summarily, with consequential matters reserved for a later case-management hearing.

The judgment records earlier procedural decisions in the same litigation, including [2023] EWHC 2015 (Ch), [2024] EWHC 235 (Ch) and [2024] EWHC 2124 (Ch). This was a first-instance decision on the strike-out and amendment applications.