1

Annex 1: Market Tech placing chronology

On the day before the books closed:

•
16:56: Newton (NFM1) wrote to Canaccord ([name], [title]) in relation to the
Market Tech placing: ‘we are definitely in but our level is 210…bearing in mind
today's tax changes and teddy's huge book profit...and the low level of this raise
vs mkt cap/NAV’.1

•
17:05: Canaccord ([name]) responded: ‘thanks NFM1. Other indications start at
225 with the majority at 230p as it stands’.2 He also added: ‘For me to argue for
any downward movement in price I would need a pretty knockout order to be
honest. [Senior officer] seems pretty set on 230p at the moment’.3

On the morning of the day that the books closed, 9 July 2015, Newton (NFM1)
called Hargreave Hale and RAMAM to discuss the valuation of Market Tech.

•
09:57: Newton (NFM1) called RAMAM (RM FM). The FCA does not have a recording
of this conversation.4 NFM1 said (FCA interview) that the call with RAMAM (RM FM)
was similar to the later conversation he had with Hargreave Hale (HH FM1) (see
the conversation described at 10:13 below), but shorter.5

•
10:13: Newton (NFM1) returned a call from Hargreave Hale (HH FM1):6

1 UUID 6490004, Bloomberg message between NFM1 (Newton) and [name] (Canaccord), beginning on 8 July 2015. The
message is stated as 15:56 UTC. BST is quoted as that was the applicable time in the UK at that time.
2 UUID 6490004, Bloomberg message between NFM1 (Newton) and [name] (Canaccord), beginning on 8 July 2015. The
message is stated as 16:05 UTC. BST is quoted as that was the applicable time in the UK at that time.
3 UUID 6490004, Bloomberg message between NFM1 (Newton) and [name] (Canaccord), beginning on 8 July 2015. [Name]
is a reference to [senior officer] of Market Tech.
4 The FCA was not able to retrieve the recording of this call from Newton because NFM1 made the call from his mobile
device. With regard to RAMAM, NFM1 called the switchboard at RAMAM at 09:57 who then forwarded NFM1’s call to RM
FM’s number, UUID 19110002, transcript of a call between NFM1 (Newton) and a receptionist (RAMAM), 9 July 2015 at
09:57. RM FM’s number was diverted to his mobile phone as he was not in the office that day. This means that the call was
not recorded by either firm.
5 UUID 11250002, NFM1 Second FCA Interview Transcript, page 65, line 2391. The FCA notes that this is not consistent
with UUID 876-67349-0-6, NFM1 mobile bill, which shows that his call with RM FM lasted 13 minutes 52 seconds (by
contrast his call with HH FM1 lasted only 7 minutes 2 seconds).
6 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13.
UUID 876-72624-16, transcript of a call between HH FM1 (Hargreave Hale) and NFM1 (Newton), 9 July 2015 at 09:06: HH
FM1 had called NFM1, leaving a voicemail in which he explained that his colleague HH FM2 had asked him to call NFM1,
that he wished to discuss Market Tech, and asked NFM1 to call him back. UUID 876-66219-0-51, email from HH FM1
(Hargreave Hale) to NFM1 (Newton), 9 July 2015 at 09:09: HH FM1 also sent an email to NFM1 in which he wrote: ‘I called
and left a message – hope to speak to you later’. The FCA does not know with certainty who made the initial approach to
whom, i.e. whether HH FM2 to NFM1 or vice versa. In the telephone conversation with HH FM1 at 10:13, NFM1 said:
‘…That’s why I got in touch with HH FM2 in the first place’, see UUID 876-72624-21, transcript of a call between NFM1
(Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13, page 2, line 51. HH FM1 could not confirm in his FCA
interview whether NFM1 rang HH FM2 and then HH FM2 asked him to call back (UUID 16270001, HH FM1 FCA Interview
Transcript, page 47, lines 1668-1672).

2

o
HH FM1 (Hargreave Hale) explained to NFM1 (Newton) that his colleague HH
FM2 (Hargreave Hale) had asked him to call NFM1. Hargreave Hale (HH FM1)
said to Newton (NFM1):

‘[HH FM2] rates you. We rate you. I just sort of just curious to hear your
sort of, your views [on Market Tech] really if you don’t mind
divulging…’.7

o
Newton (NFM1) said to Hargreave Hale (HH FM1): ‘So basically what I’m saying,
I’m calling a few people and just saying, “Look, market’s softened”’.8

o
Newton (NFM1) told Hargreave Hale (HH FM1) that he would try to push for the
price of 220p per share rather than accepting the current price. Newton (NFM1)
said:

‘Basically the upshot is I think push them for it to kind of 220 price rather
than the 230 plus they’re talking about’.9

o
Hargreave Hale (HH FM1) explained to Newton (NFM1) that Hargreave Hale
already had a very large shareholding in Market Tech since the IPO (£6 million
of shares) and that a low price for the placing could adversely affect that
existing shareholding. He told Newton (NFM1):

‘…from my angle, given that we’re probably not going to do like another
the size that we did at the IPO, I’m not going to be, I’m just not going
to bullshit you. I’m just not going to be able to, you know, push
them…’.10

o
Hargreave Hale (HH FM1) said: ‘Look, I’ll have a word with my Shore Capital
people and I’ll sort of, I’ll play around with it a little bit. Okay?’.11

o
Newton (NFM1) said he would be ‘…submitting a chunky order at that 220
level’.12 He also added: ‘I’ve spoken to one other person so far who intends to
join me in that… strategy. So yes, you have a think about it’.13

•
10:47: Newton (NFM1) called Canaccord ([name]) to let him know that Newton’s
dealers would be submitting an order in Market Tech shortly and that his suggested
price was 220p per share.14 Canaccord ([name]) informed Newton (NFM1) that
this would be the lowest order by 5p.15

7 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 43-45.
8 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 51-53.
9 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 101-103.
10 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 191-194.
11 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 221-223.
12 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 2, lines 286-287.
13 UUID 876-72624-21, transcript of a call between NFM1 (Newton) and HH FM1 (Hargreave Hale), 9 July 2015 at 10:13,
page 9, lines 291-296. See UUID 29350001, NFM1 First Witness Statement, paragraph 11: NFM1 said that the person he
was referring to in his conversation with HH FM1 (‘one other person… who intends to join me in that… strategy’) was his
colleague at Newton, [name].
14 UUID 876-72625-1, transcript of a call between NFM1 (Newton) and [name] (Canaccord), 9 July 2015 at 10:47.
15 UUID 876-72625-1, transcript of a call between NFM1 (Newton) and [name] (Canaccord), 9 July 2015 at 10:47.

3

•
11:08: Newton’s dealing desk placed an order with Canaccord for 7,978,511
shares at the price limit of 220p per share.16

•
13:50: In a Newton internal Bloomberg chat, [name] ([role] at Newton) wrote to
NFM1: ‘NFM1, being told MKT may miss at 2.20. px now 2.25-30…stick or twist?’.
NFM1 responded: ‘cheers [name]. i am being kept in touch actually- i know it may
miss…’.17

•
15:27: Newton (NFM1) spoke with Canaccord ([name], [title]).18 Canaccord
([name]) informed Newton (NFM1) that he was the only one at 220p19 and that
‘everyone else is at 230’ and ‘a few others at 225’.20

•
16:04: Market Tech ([senior officer]) called Newton (NFM1) to discuss his order in
Market Tech:21

o Market Tech ([senior officer]) told Newton (NFM1) that he really wanted to have

him on the book but he was concerned that his order was ‘one of the lowest’.22

o Market Tech ([senior officer]) strongly encouraged Newton (NFM1) to move his

bid to 223p per share. He said:

‘Come on, do it for me, NFM1. You’re the right side of 220. And I’m going
to move it down. It looks good from the PR. I think people will receive it
well and we’re done. Go on, one bid. I’m not going to say please, I’m
not going to beg you.’23

o Newton (NFM1) agreed to move his bid to 223p, saying: ‘Okay. Okay, let’s go

for it’.24

•
16:24: Just before the books closed, Newton amended the limit price of its final
order with Canaccord from 220p to 223p per share25 and at 16:53, increased the
quantity of the shares from 7,978,511 to 9,087,641.26

•
The books closed on 9 July 2015 at 17:00. Market Tech raised approximately
£200.7 million of gross proceeds (before expenses). The final price was 223p per
share.

16 UUID 6550007, transcript of a call between [name] (Newton) and [name] (Canaccord), 9 July at 11:08
17 UUID 876-66219-0-73, Bloomberg messages between Newton employees, 8 July 2015. The message is stated as 12:50
UTC. BST is quoted as that was the applicable time in the UK at the time.
18 UUID 876-72625-9, transcript of a call between [name] (Canaccord) and NFM1 (Newton), 9 July 2015 at 15:27.
19 UUID 876-72625-9, transcript of a call between [name] (Canaccord) and NFM1 (Newton), 9 July 2015 at 15:27 page 3,
line 88; albeit the FCA notes that RAMAM submitted an order at 220p per share earlier that day.
20 UUID 876-72625-9, transcript of a call between [name] (Canaccord) and NFM1 (Newton), 9 July 2015 at 15:27 page 3,
lines 88-89.
21 UUID 876-72625-2, transcript of a call between NFM1 (Newton) and [senior officer] (Market Tech), 9 July 2015 at 16:04.
22 UUID 876-72625-2, transcript of a call between NFM1 (Newton) and [senior officer] (Market Tech), 9 July 2015 at 16:04,
page 2, lines 40-43 and 49-51: [senior officer] said ‘I mentioned a couple of key accounts that I would really like in my
share register, one being you and one being Schroders… I’m just struggling a little bit on the fact that, you know, that you
are one of the lowest’.
23 UUID 876-72625-2, transcript of a call between NFM1 (Newton) and [senior officer] (Market Tech), 9 July 2015 at 16:04,
page 14, lines 457-461.
24 UUID 876-72625-2, transcript of a call between NFM1 (Newton) and [senior officer] (Market Tech), 9 July 2015 at 16:04,
page 17, line 549.
25 UUID 6550004, transcript of a call between [name] (Newton) and [name] (Canaccord), 9 July 2015 at 16:24.
26 UUID 876-66219-0-41, Bloomberg messages between Newton and Canaccord employees, 8 July 2015 at 15:53. The
message is stated as 15:53 UTC. BST is quoted as that was the applicable time in the UK at the time.

•
07:40: Newton was informed of its allocation of 9 million shares.27 This represented
10% of the total value of the placing.

•
08:31: Newton (NFM1) had a call with Barclays ([name], a broker) and said: ‘…I
was quite important in getting a low strike price on the deal yesterday’.28 Barclays
([name]) said: ‘You drove it down’. Newton (NFM1) responded: ‘I did. I haggled’.29

•
11:01: Newton (NFM1) sent a Bloomberg message to Hargreave Hale (HH FM1): ‘i
got them down a bit anyway and placing looks to have gone well’.30 Hargreave Hale
(HH FM1) responded: ‘…nice work. hopefully it does well for all of us in the medium
term’.

•
Newton (NFM1) discussed the Market Tech placing with BMO ([name]) on
Bloomberg:31

o Newton (NFM1) messaged: ‘we were a big order and played hardball’.32

o Newton (NFM1) also commented on his telephone conversations with Hargreave

Hale (HH FM1) and RAMAM (RM FM) of 9 July 2015. He wrote to BMO ([name]):
‘i rang HH FM3 and RM FM to get them to push price down (…) they didnt help
me out (…) they wanted really to do it at 230’.33 BMO ([name]) said ‘So HH FM2
and RM FM basically said no?’ Newton (NFM1) replied ‘…they said they would
think about it…and seemed positive’.34 He also added: ‘it was HH FM1 who called
me’.35

7 July 2015

Two days before the books closed:

•
10:47: Hargreave Hale put in an order with Shore Capital for 500,000 shares in
Market Tech at strike.36

27 UUID 6550003, transcript of a call between [name] (Newton) and Unknown, 10 July 2015 at 07:40, page 2, line 46.
28 UUID 12240001, transcript of a call between NFM1 (Newton) and [name] (Barclays), 10 July 2015 at 08:31 page 42,
lines 1538-1539.
29 UUID 12240001, transcript of a call between NFM1 (Newton) and [name] (Barclays), 10 July 2015 at 08:31 page 42,
lines 1541-1543.
30 UUID 876-66219-0-48, Bloomberg message between NFM1 (Newton) and HH FM1 (Hargreave Hale), 10 July 2015
beginning at 10:01. The message is stated as 10:01 UTC. BST is quoted as that was the applicable time in the UK at the
time.
31 UUID 876-66219-0-50, Bloomberg message between NFM1 (Newton) and [name] (BMO), 13 July 2015.
32 UUID 876-66219-0-50, Bloomberg message between NFM1 (Newton) and [name] (BMO), 13 July 2015 at 14:16:53
(UTC).
33 UUID 876-66219-0-50, Bloomberg message between NFM1 (Newton) and [name] (BMO), 13 July 2015 between 14:17:05
and 14:17:57 (UTC).
34 UUID 876-66219-0-50, Bloomberg message between NFM1 (Newton) and [name] (BMO), 13 July 2015 between 14:18:46
and 14:18:55 (UTC).
35 UUID 876-66219-0-50, Bloomberg message between NFM1 (Newton) and [name] (BMO), 13 July 2015 at 14:19:15
(UTC).
36 UUID 876-66131-28-2041, email from HH FM1 (Hargreave Hale) to [name] (Shore Capital), 7 July 2015 at 10:47, page
2.

5

•
13:50: Hargreave Hale sent a further application for 30,000 shares at the final
price which increased the total number of shares Hargreave Hale applied for that
day to 530,000 shares.37

•
10:13: Hargreave Hale (HH FM1) discussed the Market Tech placing with Newton
(NFM1) on the morning of the day that the books closed, 9 July 2015 (see above).

•
14:02: Hargreave Hale (HH FM3) called Shore Capital ([name]).38 Hargreave Hale
(HH FM3) asked Shore Capital ([name]): ‘It’s going to be about 230, isn’t it?’ to
which Shore Capital ([name]) responded: ‘I would think so, yeah’.39 Hargreave
Hale (HH FM3) said: ‘The trouble is, it screws existing shareholders you know as it
starts being trading at 250, right?’.40 Hargreave Hale (HH FM3) added: ‘Maybe I
won’t do anymore’.41 Hargreave Hale (HH FM3) asked Shore Capital ([name]) to
call him before the books closed to give him his final decision.

•
16:33: Hargreave Hale received an email from Berenberg UK Sales suggesting that
orders below 223p were likely to miss out.42

•
16:49: Shore Capital ([name]) called Hargreave Hale (HH FM3) to enquire if
Hargreave Hale wished to apply for more shares in Market Tech as the books had
not formally closed yet.43 Shore Capital ([name]) also informed Hargreave Hale
(HH FM3) that the price of shares would probably be ‘a bit below 230’.44 Hargreave
Hale (HH FM3) declined the offer and confirmed that the order remained
unchanged.

•
The books closed that day at 17:00. The final price settled at 223p per share.

•
19:13: Hargreave Hale received an allocation via email from Shore Capital.45
Hargreave Hale was allocated 500,000 shares which represented approximately
0.6% of the total value of the placing.46

RAMAM

On the day before the books closed:

37 UUID 876-66131-28-2528, email from [name] (Hargreave Hale) to [name] (Shore Capital), 7 July 2015 at 13:50, page
1.

38 UUID 26350002, transcript of a call between [name] (Shore Capital) and HH FM3 (Hargreave Hale), 9 July 2015 at
14:02. HH FM3 is [title] of Hargreave Hale; []. He [] of the company and [] [fund name].
39 UUID 26350002, transcript of a call between [name] (Shore Capital) and HH FM3 (Hargreave Hale), 9 July 2015 at 14:02
page 3.
40 UUID 26350002, transcript of a call between [name] (Shore Capital) and HH FM3 (Hargreave Hale), 9 July 2015 at 14:02,
page 3, lines 104-105.
41 UUID 26350002, transcript of a call between [name] (Shore Capital) and HH FM3 (Hargreave Hale), 9 July 2015 at 14:02,
page 4, line 118.
42 UUID 876-66131-28-2177, email from Berenberg UK sales to Berenberg employees and copying unknown addressees, 9
July 2015 at 16:33, page 1.
43 UUID 876-72624-13, transcript of a call between HH FM3 (Hargreave Hale) and [name] (Shore Capital), 9 July 2015 at
16:49.
44 UUID 876-72624-13, transcript of a call between HH FM3 (Hargreave Hale) and [name] (Shore Capital), 9 July 2015 at
16:49 page 2, line 44.
45 UUID 2630010, email from [name] (Shore Capital) to [name] (Hargreave Hale) copying [name] (Hargreave Hale) and
HH FM1 (Hargreave Hale), 9 July 2015.
46 UUID 2630071, Bookbuild data from Shore Capital for the Market Tech placing, 9 July 2015.

6

•
08:09: Shore Capital ([name], [title]) sent an email to RAMAM (RM FM) attaching
two tables indicating that the assumed placing price for Market Tech was 233p.47

•
09:57: According to Newton (NFM1), he and RAMAM (RM FM) discussed the
valuation of Market Tech on the morning of the day that the books closed, 9 July
2015 (see above). RAMAM (RM FM) said (FCA interview): ‘Unfortunately, I don’t
recall having that conversation [with NFM1] and I don’t recall, I didn’t recall this
call until I received this bundle on, earlier in the last week or so, so it was a surprise
to me that this had taken place’.48 In its representations on the Statement of
Objections however, RAMAM did not dispute that a conversation between RAMAM
(RM FM) and Newton (NFM1) took place. It said that RM FM continued to have no
recollection that NFM1 actually mentioned his intended bidding strategy for Market
Tech.49

•
14:37: A few hours after RAMAM’s (RM FM) conversation with Newton (NFM1),
RAMAM submitted to the three book-builders an order for 2,125,000 shares in
Market Tech at the price of 220p per share.50 Canaccord said in the telephone
conversation with RAMAM that this order is ‘a bit away from, a bit away from what
limits we [Canaccord] are seeing coming in’.51 The FCA understands that it was
RAMAM (RM FM) who gave instructions to his dealer ([name] at RAMAM) to submit
the order of this size and value.52

•
14:44: in a Bloomberg chat with his colleagues, RAMAM ([name]) quoted the latest
news from Shore Capital that ‘220p likely to miss. Think 225p more likely level’.53

•
16:29: RAMAM ([name]) wrote in an internal Bloomberg message: ‘223p will be
the price. They’re just waiting on us so ok to go in there?’.54

•
Following a call between RAMAM (RM FM) and Shore Capital ([name]) in which
RAMAM (RM FM) was informed that 220p was going to miss as the price was around
223p,55 RM FM asked [name] (both of RAMAM) to amend his order and wrote on
Bloomberg: ‘yep, go ahead 223p’.56

•
16:36: RAMAM amended its order in Market Tech to 223p per share.57

47 UUID 876-66079-243, email from [name] (Shore Capital) to RM FM (RAMAM), 8 July 2015, attachments are at UUID
876-66079-243-1, spreadsheet titled Statutory Red Book and UUID 876-66079-243-2, spreadsheet titled July 2015 placing.
48 UUID 1600001, RM FM FCA Interview Transcript, page 21, lines 754-756.
49 UUID 66450010, RAMAM’s Written Response, e.g. paragraphs 24 and 26(g); UUID 66450011, RM FM Witness Statement,
paragraphs 25-34. See also UUID 77130003, RAMAM’s Oral Hearing Transcript, e.g. lines 1458 -1470.
50 UUID 6450001, transcript of a call between [name] (RAMAM) and Unknown, 9 July 2015; UUID 19030001, transcript of
a call between [name] (RAMAM) and [name] (Berenberg), 9 July 2015 at 14:39; UUID 876-72626-0, transcript of a call
between [name] (RAMAM) and [name] (Canaccord), 9 July 2015 at 14:38.
51 UUID 876-72626-0, transcript of a call between [name] (RAMAM) and [name] (Canaccord), 9 July 2015 at 14:38, page
2, lines 47-48.
52 UUID 19030001, transcript of a call between [name] (RAMAM) and [name] (Berenberg), 9 July 2015 at 14:39, page 1,
lines 39-41. On a call with Berenberg, [dealer] explained the investment rationale behind the order, he said: ‘… he thinks
that’s what will reflect… would come out with a property update and property values, and tech update or something, so we
don’t know. That’s where he wants us to be’. The FCA understands by ‘he’ [name] referred to RM FM, for reference please
see UUID 13900001, RAMAM’s chronology of events submitted to the FCA voluntarily on 31 March 2017.
53 UUID 876-68667-13, Bloomberg messages between RAMAM employees, 6 July 2015. The message is stated as 13:44
UTC. BST is quoted as that was the applicable time in the UK at the time.
54 UUID 876-68667-13, Bloomberg messages between RAMAM employees, 6 July 2015. The message is stated as 15:29
UTC. BST is quoted as that was the applicable time in the UK at the time.
55 UUID 876-72626-9, transcript of a call between RM FM (RAMAM) and [name] (Shore Capital), 9 July at 16:32.
56 UUID 876-68667-13, Bloomberg messages between RAMAM employees, 6 July 2015.
57 UUID 876-72626-8, transcript of a call between [name] (RAMAM) and Unknown, 9 July 2015 at 16:36.

7

•
The books closed the same day at 17:00. That same evening, at 19:09, RAMAM
was informed by Shore Capital of its allocation of 2 million shares.58 This
represented approximately 2.2% of the total value of the placing.

58 UUID 876-66079-157, email from RM FM (RAMAM) to [name] (Shore Capital), 9 July 2015 at 21:54.

Annex 2: On The Beach IPO chronology

A few days before the books closed in the OTB IPO:

•
11:19: Newton (NFM1) called Numis ([name]) for an update on the OTB IPO
bookbuild. Numis ([name]) told Newton (NFM1) that ‘…there are orders as low as
260 million…And, you know, in fairness, there are some big orders, a £20 million
quid, a £25 million quid...’59

•
15:07: Newton (NFM1) sent an internal Bloomberg message to [name] (a dealer,
Newton) saying he was about to send in an order for OTB.60

•
15:09: Newton ([name]) called Numis and said Newton was going to make an
order and asked, in terms of price, if there was any range. Numis said there was
not, so Newton ([name]) said he would go in for a cash amount.61

•
15.15: Newton (NFM1) confirmed to [name] ‘£270m pre money mkt cap is the
limit’.62 NFM1’s order for OTB shares was then sent to Newton’s dealing desk.63

•
15:17: Newton ([name]) spoke to Numis ([name]) to say he had an ‘IPO indication’
for OTB and because there was no share price guidance, they were going for a cash
amount of £13,574,501.64

•
15:23: Numis recorded the following message from [name] on its internal chat
channel: ‘NEWTON: £13,574,501 at market’.65 66

•
15:24: Newton (NFM1) sent [name] a Bloomberg message to say ‘order size
in…£13.6m at 270 pre’.67

59 UUID 19010001, transcript of a call between NFM1 (Newton) and [name] (Numis), 16 September 2015 at 11:19. See
UUID 16260001, [name] FCA Interview Transcript, page 37, line 1336: [name] told the FCA in his interview that this was
a reference to [name], an analyst at Numis who had valued OTB at £300-350 million.
60 UUID 876-69682-0-4, Bloomberg messages between [name] (Newton), NFM1 (Newton) and other Newton colleagues
from 15 September 2015 to 16 September 2015, page 36. The message is stated as 14:07 UTC. BST is quoted as that was
the applicable time in the UK at that time.
61 UUID 6550005, transcript of a call between [name] (Newton) and [name] (Numis), 16 September 2015 at 15:09.
62 UUID 876-69682-0-4, page 37, Bloomberg messages between [name] (Newton), NFM1 (Newton) and other Newton
colleagues from 15 September 2015 to 16 September 2015. The message is stated as 14:15 UTC. BST is quoted as that
was the applicable time in the UK at that time.
63 UUID 876-66157-9, Newton’s OTB order history chronology.
64 UUID 6550006, transcript of a call between [name] (Newton) and [name] (Numis), 16 September 2015 at 15:17.
65 UUID 876-68561-0, internal Numis group chat, 16 September 2015 at 15:23, page 5.
66 UUID 16260001, [name] FCA Interview Transcript, page 44, lines 1596-1597: [name] said in interview that this order
‘was significant, you know. It definitely would have been one of the biggest orders in the book…’.
67 UUID NX-RXW-0125-01_USB1-113321-000000019, Bloomberg messages between NFM1 (Newton) and [name] (Numis),
31 August 2015, page 27. The message is stated as 14.24 UTC, BST is quoted as that was the applicable time in the UK at
that time.

•
10:19: BMO ([name]) sent an email to an undisclosed recipient list which said: ‘Hi
all Just a reminder for drinks tonight, at the ground floor of Rocket off Old Broad
St from 5:30.’68

•
The FCA understands that [name] (of BMO) and NFM1 (of Newton) were involved
in organising informal social drinks for the small and mid-cap investment
community. These events were often described as ‘Small Cap drinks’ or ‘[names]’
drinks which stood for ‘[name] and NFM1’, their respective first names ([name]
and NFM1). NFM1 (of Newton), RM FM (of RAMAM) and HH FM1 (of Hargreave
Hale) had all attended these drinks on occasion, which were often held at Rocket,
Old Broad Street, London.

•
[Name] (of BMO) told the FCA (FCA interview) that he sent the email to a lot of
people ‘I would guess more than 100’.69 NFM1 (of Newton) said (FCA interview)
that he spent most of the time at the drinks on 17 September speaking with [name]
(of Barclays). He said OTB was not discussed, at least not with [name], and he did
not recall any of his other conversations.70 HH FM1 (of Hargreave Hale) told the
FCA that he attended the drinks on 17 September 2015.71 RM FM (of RAMAM) told
the FCA that he attended drinks ‘every now and again’.72

•
10:46: Newton (NFM1) emailed Numis ([name], copying [name]) and asked him
to confirm what order size he had from Newton. At 10:48, Numis ([name])
confirmed that the order size was £13,574,501 ‘at market’. Newton (NFM1) replied
at 10:50 to say ‘It is actually limited at 270m pre-. Was that not reflected by our
dealers?’ Numis ([name]) responded at 10:54 that the Numis dealers [].73

•
10:52: Numis recorded the following message from [name] on its internal chat
channel: ‘Newton - £13,574,501 – It is actually limited at 270m pre-.’74

•
11:31: NFM1 sent an email to the ‘Newton Investment Team’ explaining that he
was investing in the OTB IPO and attaching a note analysing the investment.75 The
note recommended buying at ‘mkt cap of £270m pre new money’.

•
10:17: In a call between Newton (NFM1) and Numis ([name]), [name] asked
NFM1 ‘…you’re 270 million pre-new money aren’t you?’ and NFM1 replied ‘yeah’.76
[Name] told NFM1 that he had taken an order of £15 million at the same level of

68 UUID NX-RXW-0125-01_USB1-113321-000000026, email from [name] (BMO) to undisclosed recipients, 17 September
2015 at 10:18.
69 UUID 1610001, transcript of an FCA interview with [name], 9 November 2016 (‘[name] FCA Interview Transcript’), page
31, line 1103.
70 UUID 20320001, NFM1 First FCA Interview Transcript, page 40, lines 1442 and 1461-1462.
71 UUID 16270001, HH FM1 FCA Interview Transcript, pages 27-28, lines 970-981. See also UUID 876-66223-5-515, email
from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 08:43: in which NFM1 told [name] that he had seen HH FM1
at drinks.
72 UUID 1600001, RM FM FCA Interview Transcript, page 12, line 419
73 UUID 876-69000-0, email from [name] (Numis) to NFM1 (Newton) copying [name] (Numis), 17 September 2015 at
10:53. See UUID 20320001, NFM1 First FCA Interview Transcript, page 69, lines 2529 to 2530: in interview, NFM1
confirmed that his bid was at a 270 million pre-money valuation: ‘That is to say 280 million post money’.
74 UUID 876-68561-0, internal Numis group chat between [name] and others, 16 September 2015 at 15:23, page 5.
75 UUID 876-67222-23-3, email from NFM1 (Newton) to Newton Investment Team, 17 September 2015 and UUID 876-
67222-23-4, note prepared by NFM1 (Newton) titled ‘On The Beach IPO’.
76 UUID 2500002, transcript of a call between NFM1 (Newton) and [name] (Numis), 18 September 2015 at 10:17, page 4,
lines 129-131.

£270 million pre new money77 and that it would probably be on the following
Monday when he would know where the price would be ‘coming’.78 NFM1 also told
[name] that there was further demand from a colleague and ‘…I’m wondering
whether, you know, in your view, if I was to be a bit cute now, we’ve got a bigger
order, if we went down to 260, that could help’.79 [Name] replied:

‘I think it will probably end up just looking a wee bit silly, because I think
it will be done at the price you’re at, at the 270, is my guess. So, to try
and jump down, to then possibly be talked back up, I sort of just thinks
looks a bit rubbishy, and if it was an extra 15 million, then, you know,
I’d say that could be a sort of game changer and something they
definitely wouldn’t want me to miss. But an extra two and a half million,
I don’t think it’s worth trying to gain on price for that increase in order
size.’80

•
At 11:58, Newton ([name]) spoke to Numis and confirmed that their order was
£16.07 million in terms of value rather than in terms of the amount of shares.81

•
At 12:04, Newton ([name]) sent Numis ([name]) a Bloomberg message to say the
new total Newton order was £16,794,970. [Name] asked if that was at strike, and
[name] confirmed that it was.82

•
07:48: NFM1 (of Newton) sent an internal email to ‘NIM Equity Dealing’ (Newton’s
dealing team),83 [name] ([role] at Newton) and [name] ([role] at Newton), which
asked Newton’s dealing desk to revise the Newton bid downwards to £260 million
pre new money.84

•
07:55: Newton ([name]) called Numis ([name], [title]) and explained that they
wished to limit their order to £260 million pre new money.85

•
08:01: [Name] (of Numis) called [name] ([title] of Numis) to say ‘this is probably
not going to cheer you up but Newton have phoned me, On the Beach…[]’.
[Name] (of Numis) confirmed that he had just told [name] ([title] at Numis) this
information.86 [Name] said (FCA interview) that [name] would have ‘shouted
across, as soon as he got the order he’d have come off the phone and said, ‘Newton
are []…’.87

77 UUID 16260001, [name] FCA Interview Transcript, page 58, lines 2107-2108 and page 60, lines 2133 -2134: [name]
told the FCA in his interview that he thought this was a reference to an order from Schroder and that Schroder’s order was
for 270 million rather than 270 million pre new money.
78 UUID 2500002, transcript of a call between NFM1 (Newton) and [name] (Numis), 18 September 2015 at 10:17, page 4,
lines 139-141.
79 UUID 2500002, transcript of a call between NFM1 (Newton) and [name] (Numis), 18 September 2015 at 10:17, page 6,
lines 184-186.
80 UUID 2500002, transcript of a call between NFM1 (Newton) and [name] (Numis), 18 September 2015 at 10:17, page 6,
lines 188-195.
81 UUID 12230002, transcript of a call between [name] (Newton) and Unknown (Numis), 18 September 2015 at 11:58.
82 UUID 876-68560-182, Bloomberg messages between [name] (Newton), [name] (Numis) and others, beginning 16
September 2015 at 23:51:43, 18 September 2015, page 7.
83 UUID 20320001, NFM1 First FCA Interview Transcript, page 84, lines 3078-3087.
84 UUID 876-66219-1-61, email from NFM1 (Newton) to NIM Equity Dealing (Newton) and others, 21 September 2015 at
07:48.
85 UUID 876-72625-4, transcript of a call between [name] (Newton) and Unknown (Numis), 21 September 2015 at 07:55.
86 UUID 19000003, transcript of a call between [name] (Numis) and [name] (Numis), 21 September 2015 at 08:01, page
1, lines 16-21 and line 31.
87 UUID 16260001, [name] FCA Interview Transcript, page 83, lines 3020-3021.

•
08:01: [Name] (of Numis) sent a Bloomberg message to NFM1 (of Newton) in the
following terms: ‘Am I right in thinking your order []’.88 The Bloomberg chat
contains no response from NFM1 (of Newton) (and in his FCA interview, he said he
did not see this message at the time).89

•
08:10: on the day that the books were due to close on the OTB IPO, Newton (NFM1)
blind copy emailed fund managers at 12 firms (the 08:10, 21 September Email),90
including Hargreave Hale and RAMAM, disclosing his valuation of OTB (i.e. £260
million pre new money) and urged them to move to this level. He also disclosed
that he had placed an order that morning at that limit and set out the amount of
that order (£17 million). He asked recipients to ‘have a think’ and to mention to
any colleagues. He wrote:

‘Sorry for the out of the blue email but I wanted to urge those
considering or in for the OTB IPO to think about moving to a 260m pre
money valuation limit. I have done that first thing this morning with my
GBP17m order. I don’t usually do last minute brinkmanship on IPOs but
think there are particularly good reasons on this one given-

-significant market uncertainty since Fed decision

-huge private equity profits bagged by Inflexion given they bought it for
c73m two years plus have taken mgmt fees and dividends

-the c.15x PER which looks attractive is predicated on significant top and
bottom line growth

-this is a relatively large placing in a small cap so sensitive to future mkt
weakness

I haven’t received any indication that the books are well covered or even
covered so suspect this one is still very much open to price movement.
Please have a think and mention to any colleagues or have put orders
in.’91

•
08:29: BMO ([name]) replied to the 08:10, 21 September Email. He wrote to
Newton (NFM1): ‘Good luck. Wonder if RM FM will listen to you this time’.92

•
08:43: Newton (NFM1) replied to BMO ([name]) and said: ‘Hehe, Got an apology
from HH FM1 re MKT at drinks. We r now best buds’.93

88 UUID 876-66219-1-135, Bloomberg message between NFM1 (Newton) and [name] (Numis), 21 September 2015. The
message is stated as 07.01 UTC. BST is quoted as that was the applicable time in the UK at that time. See UUID 20320001,
NFM1 First FCA Interview Transcript, page 82, lines 3011-3016: NFM1 confirmed this in his interview.
89 UUID 20320001, NFM1 First FCA Interview Transcript, page 82, line 3022.
90 NFM1 emailed 11 firms on 21 September 2015 and forwarded his email to a twelfth firm on 22 September 2015.
91 UUID 876-66219-1-65, the 08:10, 21 September Email.
92 UUID 876-66219-1-71, email from [name] (BMO) to NFM1 (Newton), 21 September 2015 at 08:29. See UUID 1610001,
[name] FCA Interview Transcript, page 31, line 1103: [name] in interview did not recall exactly what the reference was to
‘wonder if RM FM will listen to you this time’, but his assumption that it related to a conversation NFM1 had had with RM
FM and HH FM3 in relation to the Market Tech placing and had then relayed to [name] in a Bloomberg message of 13 July
2015.
93 UUID 876-66219-1-73, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 08:43. NFM1 confirmed
(FCA interview) that this related to drinks held on 17 September 2015 at Rocket, Old Broad Street, London and that HH
FM1 (Hargreave Hale) had ‘mentioned to me quickly, you know, basically, “Sorry I disagreed with your view on Market
Tech’’’: see UUID 20320001, NFM1 First FCA Interview Transcript, page 131, lines 4819-4826 and page 130, lines 4786-
4787.

•
08:53: BMO ([name]) replied to Newton (NFM1) and asked ‘How many ppl did you
send the otb thing to?’94

•
09:03: Newton (NFM1) replied to BMO’s ([name]) 08:29 email and said: 'Sent to
all and sundry :) Got emails for [names] off bbg Books close at 2’.95

•
09:03: Newton (NFM1) sent a further blind copy email to the same recipients as
his 08:10, 21 September Email (including Hargreave Hale and RAMAM) informing
them that the book-builder for the IPO had two orders at a particular valuation
(260) and an amount (£20 million) (the 09:03, 21 September Email):

‘Books close at 2 today with first day dealing tomorrow

Numis have had two orders limited at 260 of c£20m each already.’96

•
09:14: BMO ([name]) replied to Newton’s (NFM1) email to him directly at 09:03:
‘Some collective bargaining from the buyside not a bad thing. Have you heard back
from anyone?’97

•
09:44: Newton (NFM1) replied to BMO ([name]) and said: ‘not really’ and then
explained he was at a meeting with certain named individuals: ‘Now I'm at
hostelworld mtg with [names] All the big names’.98

•
09:53: BMO ([name]) wrote to Newton (NFM1) ‘Ah… you can do some campaigning
with that lot as well’.99

10:02: Newton (NFM1) replied saying ‘I sent it to around 15 people I think inc
[names]’.100

•
16:56: Numis ([name]) called Newton (NFM1).101 Numis ([name]) said that there
was a new deal at £260 million market cap.102 Newton (NFM1) said ‘…so that’s
actually a better price than I move my deal’.103 In his FCA interview, NFM1 (of
Newton) said that there had been some []: he noted he said it was a better price
because ‘I didn’t move to 260 post money, I moved to 270’. He confirmed that
[].104 [name] (of Numis) said (FCA interview) that there was ‘[]’.105

•
17:23: NFM1 (of Newton) emailed ‘NIM Equity Dealing’ and asked his colleague
[name] ([title], Newton) to change Newton’s order from 16.8 to 14 million ‘cash’.

94 UUID 876-66219-1-74, email from [name] (BMO) to NFM1 (Newton), 21 September 2015 at 08:53.
95 UUID 876-66219-1-89, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 10:02. The references to
[name] and [name] are to [name] (Standard Life Investments Limited) and [name] ([title], Henderson).
96 UUID 876-66219-1-78, the 09:03, 21 September Email.
97 UUID 876-66219-1-89, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 10:02.
98 UUID 876-66219-1-89, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 10:02. NFM1 confirmed in
his FCA interview that this referred to a meeting regarding the IPO of Hostelworld which was held that day in a youth hostel
in Kings Cross and in which Numis was involved. See UUID 20320001, NFM1 First FCA Interview Transcript, page 136-7,
lines 4984-5026.
99 UUID 876-66219-1-88, email from [name] (BMO) to NFM1 (Newton), 21 September 2015.
100 UUID 876-66219-1-89, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 10:02. NFM1 clarified in
interview that '[name]' was a reference to [name] of Canada Life and '[name]' was [name] of BlackRock: UUID 20320001,
NFM1 First FCA Interview Transcript, page 139, lines 5115-5121
101 UUID 2500008, transcript of a call between [name] (Numis) and NFM1 (Newton), 21 September 2015 at 16:56.
102 UUID 2500008, transcript of a call between [name] (Numis) and NFM1 (Newton), 21 September 2015 at 16:56, lines
30-47.
103 UUID 2500008, transcript of a call between [name] (Numis) and NFM1 (Newton), 21 September 2015 at 16:56, line 63.
104 UUID 11250002, NFM1 Second FCA Interview Transcript, page 26, lines 958-960 and pages 26-27, 964-969.
105 UUID 16260001, [name] FCA Interview Transcript, page 153, lines 5602-5603 and lines 5606-5609.

[Name] (of Newton) confirmed the order was amended also at 17:23.106 In his FCA
interview, NFM1 (of Newton) confirmed that this referred to the size of his order
and that it was still at £260 million pre new money.107

•
12:25: Newton (NFM1) forwarded to [name] ([role] at Newton), [name] ([role] at
Newton), and [name] ([role] at Newton) the email RAMAM (RM FM) sent to him at
08:57 on 21 September 2015 (which was in response to the 08:10, 21 September
Email).108 Newton’s (NFM1) 12:25 email said the following: ‘I got two responses
One is below’.

12:27: Newton ([name]) called [name], ([title] of Numis). Newton ([name]) said
to reflect a new reduced deal size, ‘we’d like to reflect a new reduced order…10.5
million sterling value’.109

•
12:50: Newton (NFM1) sent Jefferies ([name], [title]) a Bloomberg chat saying ‘im
in the midst of potentially getting an IPO canned single handedly…by pushing the
price down’. [Name] asked him which IPO and NFM1 confirmed it was OTB.110

•
12:55: Newton (NFM1) emailed Jefferies ([name]),111 forwarding his 08.10, 21
September Email. He shared details about the pricing of the deal, saying it was
‘Between us’. He said that he had sent the 8.10 email to ‘c.15 PMs’.

•
13:07: [Name] replied.112 He said:

‘All v fair…

Obviously wont pass on!!’

•
15:10: Newton ([name]) sent Numis ([name]) a Bloomberg message to say ‘I
believe On the beach has been priced so can we can go for a share quantity now
please - 5,846,160 shares please’.113

•
17:23: Newton (NFM1) sent an email to [name] (of Newton) to ask him to change
Newton’s order for OTB from £16.8 million to £14 million. [name] then confirmed
the order had been amended.114

•
07:05: [name] (Newton) spoke to [name] (of Numis) and received news of
Newton’s OTB allocation of 4,750,000 shares at 184p.115

106 UUID 876-66219-1-96, email from [name] (Newton) to NFM1 (Newton) and Newton equity dealing team, 21 September
2015.
107 UUID 11250002, NFM1 Second FCA Interview Transcript, page 31, lines 1130-1147.
108 UUID 876-66219-1-103, email from NFM1 (Newton) to Newton employees, 22 September 2015 at 12:25.
109 UUID 876-72625-6, page 2, lines 41-45, transcript of a call between [name] (Newton) and [name] (Numis), 22
September 2015.
110 UUID 876-66219-1-143, Bloomberg messages between NFM1 (Newton) and [name] (Jefferies), 22 September 2015.
The message is stated as 11.50 UTC. BST is quoted as that was the applicable time in the UK at that time.
111 UUID 876-66219-1-105, email from [name] (Jefferies) to NFM1 (Newton), 22 September 2015.
112 UUID 876-66219-1-105, email from [name] (Jefferies) to NFM1 (Newton), 22 September 2015.
113 UUID 876-66219-1-46, Bloomberg messages between Newton employees and Numis employees, 22 September 2015,
page 5. The message is stated as 14:10 UTC. BST is quoted as that was the applicable time in the UK at that time.
114 UUID 876-66219-1-96, email from [name] (Newton) to NFM1 (Newton) and Newton equity dealing team, 21 September
2015.
115 UUID 876-72625-7, transcript of a call between [name] (Newton) and [name] (Numis), 23 September 2015.

•
14:52: Numis ([name]) sent Newton (NFM1) a Bloomberg message to ask him to
meet for a quick beer.

o They arranged to meet at the Rising Sun pub which was between their offices

at 16:15.116 Numis ([name]) said (FCA interview) he had met Newton (NFM1)
around 28/29 September (although he did not know the exact date).117

o Numis ([name]) said (FCA interview) at the pub he told Newton (NFM1) that he

was upset with how Newton (NFM1) had acted and that it had come to his
attention that he had tried to influence other people.118 He said Newton (NFM1)
said he had only sent his email to 12 people ‘…I was pretty shocked by that.
You know, I said, “I really can't believe you've done that”, and that was pretty
much the end of the conversation but I was pretty shocked when he gave me
that news’.119

o Numis ([name]) also said Newton (NFM1) added that: ‘Oh, you know, in this

case, you guys were clearly struggling, I've got to do the best for my clients,
you know, I felt I could influence the price…’.120

o NFM1 (of Newton) said (FCA interview) that at the Rising Sun pub, [name] (of

Numis) had shared with him the fact that [name] had wind of what NFM1 had
done and told him that:

‘I remember this very clearly because it was a powerful kind of moment
for me – he said, ‘We don’t see anything wrong with it at all, the
Compliance team say it’s fine, but I really would prefer that you don’t
do things like this again. I’m a big boy, I’m not going to cry about it.
You can do it again if you want, I can’t stop you”, were the words he
used, and he then revealed to me that one of his clients was unhappy,
he wasn’t sure why exactly, and said that they might make a complaint
against Numis and/or Newton’.121

•
HH FM1 and HH FM3 (both Hargreave Hale) were forwarded the 08:10, 21
September Email by internal colleagues who received that email directly from
Newton (NFM1). HH FM2 (of Hargreave Hale) sent it to HH FM1 and HH FM3.122 At

116 UUID 876-68560-192, Bloomberg messages between NFM1 (Newton) and [name] (Numis), from 24 to 25 September
2015, pages 3-4. The message is stated as 13:52, UTC. BST is quoted as that was the applicable time in the UK at that
time. See also UUID 16260001, [name] FCA Interview Transcript, page 156, lines 5730-5731.
117 UUID 16260001, [name] FCA Interview Transcript, page 156, lines 5724-5726.
118 UUID 16260001, [name] FCA Interview Transcript, page 156, lines 5739-5741. [Name] said (FCA interview) that he had
been aware that an email had been sent after the deal had closed by [name], [title] at Numis and that [name] had been
aware due to a contact of [name] at Old Mutual. See UUID 16260001, [name] FCA Interview Transcript, page 87, lines
3189-3193. See also Section below on Old Mutual at paragraphs 4.51-4.54.
119 UUID 16260001, [name] FCA Interview Transcript, page 157, lines 5759-5761.
120 UUID 16260001, [name] FCA Interview Transcript, page 161, lines 5765-5767.
121 UUID 11250002, NFM1 Second FCA Interview Transcript, page 51, lines 1847-1854.
122 UUID 876-66131-176-103, email from HH FM2 to HH FM3 and HH FM1 (all Hargreave Hale), 21 September 2015.

08:15, HH FM1 also received it from HH FM4 (a fund manager at Hargreave Hale),
to which HH FM1 replied: ‘Thanks HH FM4 – seen it & discussing now’.123

•
The 09:03, 21 September Email was sent to the same recipients as the 08:10, 21
September Email, including Hargreave Hale. Hargreave Hale (HH FM4) replied to
Newton (NFM1) to say ‘Am not involved but have forwarded to HH FM1’.124 At
09:06, Newton (NFM1) replied to Hargreave Hale’s (HH FM4) email to say ‘Cheers
[name] I may be wrong but I think the power balance is for the new money here’.125

•
Between 08:41 and 12:27: (i) Hargreave Hale (each of HH FM1 and HH FM3)
attempted to contact Newton (NFM1) and (ii) Newton (NFM1) attempted to contact
Hargreave Hale.

o 08:41: Hargreave Hale (HH FM1) emailed Newton (NFM1) asking him to give

Hargreave Hale (HH FM1) a call.126

o 11:31: Hargreave Hale (HH FM1) called Newton (NFM1’s work land line) and

received a recorded answerphone message. He did not leave a message.127

o 11:42: Hargreave Hale (HH FM3) left a voicemail message for Newton (NFM1).

He said:

‘Hi, NFM1, it’s HH FM3. Could you call either myself or HH FM1 re On the
Beach reasonably soon, I think, as time is running out. Our number is
[] would get me. Thanks, bye.’128

o 12.27: Newton (NFM1) called the Hargreave Hale switchboard and asked to

speak to HH FM3 or HH FM1.129 The receptionist said there was no answer and
asked to take a message. NFM1 (of Newton) said to say he called and that he
had a message from HH FM3 already to call him. The receptionist said she would
ask them to call him back.130

o In FCA interview, Newton (NFM1) said that he called Hargreave Hale (HH FM1)

in response to Hargreave Hale’s (HH FM1) 08:41 email.131 He said the call was
two or three minutes long132 and was somewhere around lunchtime.133 ‘It was
a very brief call and I basically ran through the points in my email or something
like it in the 8.10 email. And HH FM1 kind of took in the information and gave
the impression that basically agreed with what I was saying’.134

123 UUID 876-66131-176-124, email from HH FM1 (Hargreave Hale) to HH FM4 (Hargreave Hale), 21 September 2015.
124 UUID 876-66131-176-143, email from HH FM4 (Hargreave Hale) to NFM1 (Newton), 21 September 2015. In his FCA
interview, HH FM1 said he was not aware of the 09:03, 21 September Email before he had seen it as part of the interview
process: UUID 16270001, HH FM1 FCA Interview Transcript, page 127, lines 4526. He said he could not recall seeing it and
given it had the same subject line as the 08:10, 21 September Email. ‘I might have thought he’d sent the same thing’:
UUID 16270001, page 129, lines 4594-4595. HH FM3 said he did not know if he had seen the 09:03, 21 September Email
before he had seen it in the context of the interview process: UUID 1560001, HH FM3 FCA Interview Transcript, page 42,
lines 1515-1516.
125 UUID 876-66131-176-147, email from NFM1 (Newton) to HH FM4 (Hargreave Hale), 21 September 2015.
126 UUID 876-66219-1-72, email from HH FM1 (Hargreave Hale) to NFM1 (Newton), 21 September 2015.
127 UUID 13180001, transcript of a call of HH FM1 (Hargreave Hale) leaving a voicemail message on NFM1’s (Newton)
answerphone, 21 September 2015.
128 UUID 876-72624-19, transcript of a call of NFM1 (Newton) leaving a voicemail message on HH FM3’s (Hargreave Hale)
answerphone, 21 September 2015, 21 September 2015.
129 UUID 19090003, transcript of a call between NFM1 (Newton) and receptionist (Hargreave Hale), 21 September 2015.
130 UUID 19090004, transcript of a call between NFM1 (Newton) and receptionist (Hargreave Hale), 21 September 2015.
131 UUID 20320001, NFM1 First FCA Interview Transcript, page 151, line 5559.
132 UUID 20320001, NFM1 First FCA Interview Transcript, page 152, line 5575.
133 UUID 20320001, NFM1 First FCA Interview Transcript, page 152, lines 5580 and 5598
134 UUID 20320001, NFM1 First FCA Interview Transcript, page 152, lines 5563-5566. See also page 153, lines 5618-5620.
The FCA has not been provided with this call by either Hargreave Hale or Newton, suggesting that it was not made by either
party from their respective work land lines (see UUID 876-69377-1, email from Hargreave Hale to the FCA, 4 January 2016

•
12:37: Newton (NFM1) emailed Hargreave Hale (HH FM1 and HH FM3) to say if
they were a material part of the book, it was worth ‘pushing back’.135 He wrote:

‘Hi guys

Just returned HH FM3’s call – have been at Hostelworld visit! Just spoken
to HH FM1 now.

I will soon be on a train with intermittent reception but please do try my
mob again if you wish to chat again – []

If you are a material part of this book, I really think it’s worth pushing
back on this.

Is PE really going to walk away for 3% when they have made so much
already?

I’ve had feedback from RM FM (only him) that he reckons 270 is fair if
PE out completely and 260 if not. On Friday anyway the books weren’t
even covered at the lowest possible free float.’

•
12:44: Numis ([name], [title] of Numis) called Hargreave Hale (HH FM3).

o Hargreave Hale (HH FM3) said ‘Right. So there’s two issues here, is the amount

we go for on the one hand and the price on the other hand’.136

o Hargreave Hale (HH FM3) asked Numis ([name]) whether Inflexion were going

to be ‘out completely or just the 75%? Or don’t we know?’. Numis ([name])
said he thought it would be 75% and that they would have a residual holding.137

o Hargreave Hale (HH FM3) said: ‘Okay. Well, in which case, I think we should

probably do it at 260 then because they’ll still have an overhang, wouldn’t
they?’138

o Hargreave Hale (HH FM3) also said ‘Well, it sounds like you can’t do without us

or without some of the other institutions who may be of the same mind’.139

and UUID 16270001, HH FM1 FCA Interview Transcript, page 137, line 4876). During HH FM1’s interview with the FCA,
Hargreave Hale’s advisers told the FCA there was no record of the call. Neither NFM1’s mobile phone records or HH FM1’s
work mobile phone records contain any record of it. This leaves the possibility that the call was made from HH FM1’s
personal mobile but he told the FCA in interview and subsequently in his witness statement provided by Hargreave Hale
that he did not use his personal mobile for work (see UUID 65220010, Witness Statement of HH FM1, 5 February 2018 (‘HH
FM1 Witness Statement’), paragraph 19). Hargreave Hale also said HH FM1 no longer had the relevant personal mobile
phone records (Hargreave Hale also said that it had contacted HH FM1’s personal mobile phone company, ‘3’ to see if they
could recover the relevant phone bill but that it had been informed that such data is only retained for 12 months after which
it is deleted).
135 UUID 876-66219-1-90, email from NFM1 (Newton) to HH FM1 (Hargreave Hale) and HH FM3 (Hargreave Hale), 21
September 2015 at 12:37.
136 UUID 876-72624-20, transcript of a call between [name] (Numis) and HH FM3 (Hargreave Hale), 21 September 2015
at 12:47, lines 23-24.
137 UUID 876-72624-20, transcript of a call between [name] (Numis) and HH FM3 (Hargreave Hale), 21 September 2015
at 12:47, lines 36-41.
138 UUID 876-72624-20, transcript of a call between [name] (Numis) and HH FM3 (Hargreave Hale), 21 September 2015
at 12:47, lines 47-48.
139 UUID 876-72624-20, transcript of a call between [name] (Numis) and HH FM3 (Hargreave Hale), 21 September 2015
at 12:47, lines 73-74. There is some dispute with Hargreave Hale as to the precise form of words used by HH FM3
(Hargreave Hale) on this call. In HH FM3’s FCA interview, [name] of Ashurst LLP, on behalf of HH FM3, suggested that the
words HH FM3 used were ‘Well, it sounds like you can’t do without us or without some of the other institutions who may be
in the same market’ rather than ‘Well, it sounds like you can’t do without us or without some of the other institutions who
may be of the same mind’. See UUID 1560001, HH FM3 FCA Interview Transcript, page 63, at line 2280.

o Numis ([name]) asked ‘So your current thinking is you’d be 14.4 million at the

260 million equity value…?’ to which Hargreave Hale (HH FM3) replied ‘That’s
what I’ve got in mind but listen, I mean look, we want to do it’.140

•
13:46: In correspondence with Newton (NFM1), [name] noted the price was
coming towards Newton (NFM1). Newton (NFM1) forwarded this correspondence
to Hargreave Hale (HH FM3), saying ‘helpful’.141

•
14:14: Hargreave Hale confirmed its order with Numis. This was for £14,003,000
worth of shares at £260 million market cap.142

•
13:21: Hargreave Hale (HH FM3) called Numis ([name], [title]). HH FM3 (of
Hargreave Hale) passed Numis ([name]) over to [name] (desk assistant at
Hargreave Hale) who confirmed a bid of £14,273,000. Numis ([name]) confirmed
the price was 184 per share and with a valuation of £240 million.143 Shortly
afterwards their bid was amended slightly to £14,201,000 at 184 pence per share.
This was their final bid.144

•
07:36: Numis ([name]) called Hargreave Hale (HH FM3) to give him his allocation
(6 million shares at 184p, being equivalent to £11,040,000).145 Hargreave Hale
(HH FM3) asked Numis ([name]) ‘NFM1 came in, did he?’ Numis ([name]) laughed
and said ‘Yes, yes. Well I’m not supposed to…I ought to be able to answer that,
but…I’m sure there are, you’ll be, what can I say? Lots of other good quality...
people around, put it that way’.146

•
11:56: Newton (NFM1) sent Hargreave Hale (each of HH FM1, HH FM3 and HH
FM2) an email thanking them if they had made a ‘low ball bid’ for OTB and that he
thought they should do more of that:

‘If you did indeed come in with a lowball bid for OTB, thanks very much.
I think we should do more of this – not be bullied by the brokers who
say “this is coming at X price” like it or lump it. The fact is, there are
relatively few funds with reasonable firepower in small cap IPOs and
they days of high teen PE multiple deals should be well over...’147

140 UUID 876-72624-20, lines 100-104, transcript of a call between [name] (Numis) and HH FM3 (Hargreave Hale), 21
September 2015 at 12:47.
141 UUID 876-66131-176-212, email from NFM1 (Newton) to HH FM3 (Hargreave Hale), 21 September 2015 at 13:46.
142 UUID 876-66131-176-224, email from [name] (Hargreave Hale) to [name] (Numis), 21 September 2015 at 14:14.
143 UUID 16430002, transcript of a call between HH FM3 (Hargreave Hale), [name] (Hargreave Hale) and [name] (Numis),
22 September 2015 at 13:21.
144 UUID 876-66077-5, spreadsheet containing Numis’ OTB Lync internal Chat for the period 1 September – 30 September
2015, row 211.
145 UUID 876-72624-3, transcript of a call between HH FM3 (Hargreave Hale) and [name] (Numis), 23 September 2015 at
07:36, page, 1, lines 32-35.
146 UUID 876-72624-3, transcript of a call between HH FM3 (Hargreave Hale) and [name] (Numis), 23 September 2015 at
07:36, page, 2, lines 59-70.
147 UUID Nx-RXW-0125-01_USB-113321-000000039, email from NFM1 (Newton) to HH FM1 (Hargreave Hale), HH FM3
(Hargreave Hale) and HH FM2 (Hargreave Hale), 25 September 2015 at 12:55.

RAMAM

•
RAMAM submitted an indicative order in the OTB IPO at the £270 million level,
contingent on the private equity firm fully exiting and contingent on the £270m
total market cap valuation.148

•
Recipients of the 08:10, 21 September Email included RAMAM (RM FM).

•
08:57: RAMAM (RM FM) replied to Newton’s (NFM1) 08:10, 21 September Email,
providing his own valuation of OTB. He wrote:

‘I think £270m post money contingent on full exit by PE is suitable. Less
if not a full exit’.149

•
The 09:03, 21 September Email was sent to the same recipients as the 08:10, 21
September Email, and included RAMAM (RM FM).

•
09:05: Newton (NFM1) replied to RAMAM (RM FM):

‘Hey RM FM. I think full exit v unlikely given book coverage sounds thin
at best but I may be wrong We have the power on this one…’.150

•
09:49: Newton (NFM1) forwarded RAMAM’s (RM FM) 08:57 email (in which RAMAM
(RM FM) had provided a view on valuation) to BMO ([name]).151

•
13:48: RAMAM (RM FM) called Numis ([name], [title]). Numis ([name]) told
RAMAM (RM FM) that there were orders in the book at ‘260’ and that RAMAM’s (RM
FM) contingency (i.e. a valuation based on Inflexion making a full exit from its
ownership in OTB) ruled him out on the basis that there would be a 75% sell down
by Inflexion.152

•
14:00: RAMAM (RM FM) sent an internal Bloomberg message to say ‘Hi, please ring
through OTB - STILL £17m but due to not being full exit now request £260m POST
MONEY valuation’.153

•
14:01: RAMAM ([name], [role]) called Numis to confirm a RAMAM bid of £17 million
(which was unchanged) and at a £260 million market cap with no contingency.154

148 UUID 876-66079-229, email from [name] (RAMAM) to RM FM (RAMAM) and RAMAM Dealing, copied to RAMAM UK Fund
Managers, 18 September 2015 at 15:05.
149 UUID 876-66119-12, Bloomberg message between RM FM (RAMAM) and NFM1 (Newton), 21 September 2015. The
message is stated as 07:57 UTC. BST is quoted as that was the applicable time in the UK at that time.
150 UUID 876-66219-1-81, email from NFM1 (Newton) to RM FM (RAMAM), 21 September 2015 at 09:05. NFM1 explained
(FCA interview) his response as: ‘we have the power on this one talks to the buy side and that given the supply and demand
dynamics as I saw them, which primarily came from my conversations with [name] (Numis), information he freely shared
with me, it was a natural conclusion to say that the buy side is in a strong position on this deal’: UUID 11250002, NFM1
Second FCA Interview Transcript, page 19, lines 689-694.
151 UUID 876-66219-1-87, email from NFM1 (Newton) to [name] (BMO), 21 September 2015 at 09:49.
152 UUID 876-66079-253, transcript of a call between [name] (Numis) and RM FM (RAMAM), 21 September 2015 at 13:48,
page 2.
153 UUID 876-66119-18, Bloomberg message between RAMAM employees from 21 September 2015 to 22 September 2015.
The message is stated as 13:00 UTC. BST is quoted as that was the applicable time in the UK at that time.
154 UUID 876-72626-3, transcript of a call between [dealer] (RAMAM) and Unknown (Numis), 21 September 2015 at 14:01.

•
14:02: RAMAM (RM FM) called Numis ([name]). RAMAM (RM FM) said he was
sticking to his bid size of £17 million and in exchange for dropping the 100% exit
condition, he would move to a valuation of ‘260 million’.155

•
16:51: RAMAM revised their order to £12.96 million at a valuation of £260 million
post new money or strike if lower.156 This was following Numis telling RAMAM (RM
FM) at 16:36 that the deal size was smaller and Inflexion would sell down less.

•
13:18: RAMAM (RM FM) told Numis ([name]) on a call that RAMAM’s order would
be £13.2 million (including an amount equivalent to a 20% oversubscription) at a
£240 million market cap.157 This was following a conversation with Numis at 12:51
where RAMAM (RM FM) was informed that there was a big order contingent on 20%
oversubscription and with a steer that £240 million would be the valuation for the
company.158

•
At 07:02, Numis ([name]) sent RAMAM (RM FM) a Bloomberg message to say that
RAMAM had received £11,040,000 worth of shares which was equivalent to 6
million shares (at 184 pence per share).


•
At 07:03, Numis ([name]) confirmed RAMAM were one of three shareholders with
a 6 million share allocation (‘so joint top shareholders’).159

Communications with third parties

The following communications with some third parties give some context to Newton’s
(NFM1) conduct in relation to OTB and are summarised here for that purpose.

•
08:38: Newton (NFM1) sent a Bloomberg message to Henderson ([name], [title]).
He said: ‘Hi [name]. Just to draw your attention to a MSG I’ve sent to your
Bloomberg mail re on the beach if you have any interest in that one’.160 Henderson
([name]) replied at 08:39 ‘I have seen the message thank you’.161

•
09:39: Henderson ([name], [title]) called Numis ([name]). Henderson ([name])
said:

155 UUID 876-66079-254, transcript of a call between [name] (Numis) and RM FM (RAMAM), 21 September 2015 at 14:02.
156 UUID 876-72626-4, transcript of a call between [name] (RAMAM) and Unknown, 21 September 2015 at 16:51, page 2,
lines 65-74.
157 UUID 876-66079-260, transcript of a call between [name] (Numis) and RM FM (RAMAM), 22 September 2015 at 13:18.
158 UUID 2500012, transcript of a call between RM FM (RAMAM) and [name] (Numis), 22 September 2015 at 12:51.
159 UUID 876-66119-22, Bloomberg messages between RAMAM employees and Numis Securities employees, from 22
September to 23 September 2015.
160 UUID 876-66219-1-136, Bloomberg messages between [name] (Henderson) and NFM1 (Newton), 21 September 2015.
The message is stated as 07.38 UTC. BST is quoted as that was the applicable time in the UK at that time.
161 UUID 876-66219-1-136, Bloomberg message between [name] (Henderson) and NFM1 (Newton), 21 September 2015.
The message is stated as 07.38 UTC. BST is quoted as that was the applicable time in the UK at that time.

‘…we’re actually feeling pretty compromised at the moment…There is
correspondence flying around at the moment, which, from a compliance
perspective, looks quite tricky’.162

Henderson ([name]) said it was around ‘pricing and book colour’ and that
‘I think it feels like there’s quite an organised attempt to get the price
down’.163 Henderson ([name]) said ‘…I feel really uncomfortable being
associated with that, put it that way’.164 Henderson ([name]) said that he
felt compromised by the ‘stuff’ going on around the deal and that it was
specific to this transaction.

[Name] said ‘God, that’s weird. I mean, I wish I knew, is the honest
answer, because funnily enough, we’d be the last to know. You can sort of
take a guess at the people involved and whether they know each other etc’.
[Name] said (FCA interview) ‘…my antenna was up on, around NFM1 and I
was thinking about who does he know, who do I know that he’s associated
with etc’.165

•
09:51: Numis recorded the following message from [name] (of Numis) on its
internal chat channel: ‘Henderson Volantis are a No. [Name]. He offered up several
excuses/reasons: (i) […] (ii) […] (iii) He feels compromised by some compliance
matters, on which I can elaborate further offline’.166

•
10:21: Numis ([name]) spoke to Henderson ([name]). [Name] said [name] (of
Numis) had told him about [Name]’s call with [name] the day before. [Name] said
he was calling to tell [name] about the revised deal and said he wanted to see if
[name] was willing to share how strongly he felt at a different valuation and
probably a smaller deal size. [Name] said to leave it with him but he said ordinarily
when ‘deals get cut we tend not to play’.167

•
11:13: [Name] (of Numis) rang [name] ([title] at Numis) and told him that they
had a ‘little bit more’ on the compliance reason that Henderson had intimated was
one of reasons it did not participate in the OTB IPO.168 [Name] (of Numis) said that
Old Mutual ([name], a fund manager) told [name] (of Numis) that he should be
aware that there was an email Old Mutual had handed to their compliance team
that there was an opportunity for investors to put in orders to 260 million market

162 UUID 2500003, transcript of a call between [name] (Henderson) and [name] (Numis), 21 September 2015 at 09:39,
page 4, lines 122-126.
163 UUID 2500003, transcript of a call between [name] (Henderson) and [name] (Numis), 21 September 2015 at 09:39,
page 4, lines 131 and 141-142.
164 UUID 2500003, transcript of a call between [name] (Henderson) and [name] (Numis), 21 September 2015 at 09:39,
page 4, lines 148-149.
165 UUID 2500003, transcript of a call between [name] (Henderson) and [name] (Numis), 21 September 2015 at 09:39,
page 7, lines 245-258 and UUID 16260001, [name] FCA Interview Transcript, page 109, line 3984-3986.
166 UUID 876-66077-5, spreadsheet containing internal Numis group chat on OTB from 1 September 30 September 2015,
row 114.
167 UUID 19180001, transcript of a call between [name] (Henderson) and [name] (Numis), 22 September 2015 at 10:21,
page 3, lines 90-91.
168 UUID 19000006, transcript of a call between [name] (Numis) and [name] (Numis), 23 September 2015 at 11:13, page
1, lines 28-32.

cap not ‘270 or above’, that people should adjust their orders accordingly and that
the email was from Newton. Numis ([name]) said it was ‘quite underhand’.169

BlackRock

•
08:18: BlackRock ([name], a fund manager) forwarded Newton’s (NFM1) first OTB
email to [name] (of BlackRock) stating that she was unsure if she should respond
to it and if so, how.170 [Name] (of BlackRock) said (FCA interview) ‘I was concerned
that NFM1 was not behaving the correct way by sending this email to whoever he
sent it to, I don’t know, including me’.171

•
12:53: [Name] (of BlackRock) forwarded her email to [name] (of BlackRock) from
21 September to [name] ([title] of BlackRock) asking for a course of action.

•
13:39: [Name] (of BlackRock) said there was no immediate concern as they were
not participating but that [name] (of BlackRock) was right to be cautious on the
‘grounds of acting in concert’. [Name] (of BlackRock) suggested either she emailed
Newton (NFM1) saying the email was contrary to BlackRock protocols or report him
to his compliance officer.

•
14:05: [Name] (of BlackRock) replied to [name]’s (BlackRock) email of 13:39 and
said she preferred his first option.172

•
16:07: [Name] (of BlackRock) sent [name] (of BlackRock) a draft of an email to
Newton (NFM1). [Name] (of BlackRock) replied at 16:44 with some alternative
text.173

•
16:46: [Name] (of BlackRock) sent an email to NFM1 in reply to the Emails174:

‘I’m afraid I need to let you know that this kind of communication is not
in line with Blackrock protocols. The reason being it could potentially
give rise to a situation where a group of shareholders were viewed to be
acting in concert with all the attendant implications. Whilst I’m certain
that this was not your intention, I would prefer not to be canvassed in
this way in the future.’175

•
12:00: Newton (NFM1) replied to BlackRock’s ([name]) email of 23 September.
Newton said:

169 UUID 19000006, transcript of a call between [name] (Numis) and [name] (Numis), 23 September 2015 at 11:13, page
2, line 52.
170 UUID 876-72363-2, email from [name] (BlackRock) to [name] (BlackRock), 21 September 2015 at 08:18; see also
UUID 16280001, [name] FCA Interview Transcript, page 19, lines 605-612.
171 UUID 16280001, [name] FCA Interview Transcript, 6 October 2016, page 20, line 652-654.
172 UUID 876-72363-2, email from [name] (BlackRock) to [name] (BlackRock), 23 September 2015 at 14:05.
173 UUID 876-72363-2, email from [name] (BlackRock) to [name] (BlackRock), 23 September 2015.
174 For NFM1’s OTB emails, see UUID 876-66219-1-65, the 08:10, 21 September Email, and UUID 876-66219-1-78, 09:03,
21 September Email. Both emails are from NFM1 to various recipients.
175 UUID 876-66219-1-125, email from [name] ([] BlackRock) to NFM1 (Newton), 23 September 2015 at 16:46.

‘Hi [name]. I’m very sorry if this email put you in an awkward position.
However, I did consider “concert party” rules but given none of the
addressees were shareholders at the time and there was no “market” in
the shares, there can be no wrongdoing. Concert party rules are set out
to protect shareholders primarily in a takeover situation and “concert
parties” are clearly defined as shareholders in an entity. Brokers clearly
consult each other when considering the price of an IPO and this is no
different in my view. If you or your Compliance believe otherwise I would
be very interested to see this issue discussed in FCA documentation as
I am confident that there was nothing wrong here….’176

•
12:04: [Name] (of BlackRock) forwarded Newton’s (NFM1) reply to [name] (of
BlackRock). [Name] (of BlackRock) replied at 12:08 saying ‘I think he got the
message. We’ll leave it there’.177

•
09:56: BMO ([name]) asked Newton (NFM1) via a Bloomberg message if Newton
(NFM1) had responded to ‘[name]’s curt email’. BMO ([name]) asked Newton
(NFM1) to ‘send on’ and Newton (NFM1) replied ‘not sure I can’. Newton (NFM1)
said at 09:59: ‘i just fully apologised and said i considered compliance issues and
came to conclusion no problem’.178

Old Mutual

•
08:29: [Name] (a fund manager at Old Mutual) forwarded the 08:10, 21
September Email internally to [name] (a fund manager at Old Mutual), copying
[name] (Analyst at Old Mutual), saying it was not a ‘particularly conventional
approach’. At 09:02, [fund manager] (of Old Mutual) forwarded [fund manager]’s
(of Old Mutual) email to [name] ([title] at Old Mutual) saying the UK Mid/Small
Cap team had debated it and felt it was possibly a market abuse issue.179

•
09:06: [Fund manager] (of Old Mutual) forwarded the 08:10, 21 September Email
and the 09:03, 21 September Email to [fund manager] (of Old Mutual), copying
[name] (a fund manager at Old Mutual), [name] (a fund manager at Old Mutual),
[name] (a fund manager at Old Mutual) and [analyst] (of Old Mutual) stating it
was ‘bizarre behaviour’. At 09:08, [fund manager] (of Old Mutual) forwarded [fund
manager]’s (of Old Mutual) email to [name] (of Old Mutual).180

•
12:12: [Name] (of Old Mutual) sent [fund manager] (of Old Mutual) a note on why
it was believed it was not considered to report the matter further, copied to [name]
([senior officer] at Old Mutual).181

176 UUID 876-72363-6, email from NFM1 (Newton) to [name] (BlackRock), 25 September 2015 at 12:00.
177 UUID 876-72363-6, email from [name] (BlackRock) to [name] (BlackRock), 25 September 2015 at 12:08.
178 UUID NX-RXW-0125-01_USB1-113321-000000013, Bloomberg messages between NFM1 (Newton) and [name] (BMO),
2 October 2015.
179 UUID 876-65557-2-31, email from [name] (Old Mutual) to [senior officer] (Old Mutual), 21 September 2015 at 09:30.
180 UUID 876-65557-2-99, email from [fund manager] (Old Mutual) to [name] (Old Mutual) copied to [senior officer] (Old
Mutual), 22 September 2015 at 14:04.
181 UUID 876-65557-2-99, email from [fund manager] (Old Mutual) to [name] (Old Mutual) copied to [senior officer] (Old
Mutual), 22 September 2015 at 14:04.

•
14:04: [Fund manager] (of Old Mutual) replied to [name]’s (of Old Mutual) email
of 21 September at 12:12, copying [senior officer] (of Old Mutual) to say it would
be helpful to discourage Newton (NFM1) from doing something similar in future.182

•
12:22: Numis ([name]) emailed [fund manager] (of Old Mutual) to ask for details
of Old Mutual’s compliance person. At 12:46, [fund manager] (of Old Mutual)
forwarded that email to [name] (of Old Mutual), copying [fund manager] (of Old
Mutual) to say he had mentioned Newton’s (NFM1) ‘stupid email’ to Numis
([name]) albeit had not shown him a copy and saying it would be in their interests
to let Numis know what had gone on.183

•
13:13: Numis ([name], [title]) emailed [name] (of Old Mutual) saying [fund
manager] (of Old Mutual) had provided him with her details and that [fund
manager] (of Old Mutual) had informed Numis about ‘certain misgivings’
concerning the behaviour of other OTB investors. He asked [name] (of Old Mutual)
for a call.184

•
[Name] (of Old Mutual) had a call with Numis ([name] and [name], [title]).185
[Name] (of Old Mutual) said (FCA interview) that she thought the call was held at
14:45. Numis ([name]) said they had heard ‘third hand’ about some of the ‘stuff’
that had happened during the price discovery process and was considering whether
they had any obligations to report inappropriate behaviour.186 [Name] (of Old
Mutual) explained that her firm had received emails from Newton (NFM1) that they
were concerned about. She said she did not consider it had a reporting obligation
[].187 She said that they had tried to block NFM1’s (of Newton) email address so
they would be unable to receive further emails from him.188 She also confirmed she
needed to speak to her legal team as to whether she could share Newton’s (NFM1)
communications with Numis.189

•
15:15: [Name] (of Old Mutual) emailed Newton ([name], [title]), copying [senior
officer] (of Old Mutual) to bring the 08:10, 21 September Email and the 09:03 21
September Email to his attention and to ask if she could discuss them with [name]
(of Newton). She noted that Numis were aware of her email to [name] (of
Newton).190

182 UUID 876-65557-2-99, email from [fund manager] (Old Mutual) to [name] (Old Mutual) copied to [senior officer] (Old
Mutual) 22 September 2015 at 14:04.
183 UUID 876-65557-2-90, email from [fund manager] (Old Mutual) to [name] (Old Mutual), 30 September 2015 at 11:35.
184 UUID 876-65557-2-78, email from [name] (Old Mutual) to [name] (Numis), 28 September 2015 at 11:42, page 3.
185 UUID 19120001, transcript of a call between [name] (Old Mutual), [name] (Numis) and [name] (Numis), 23 September
2015 at 06:14.
186 UUID 19120001, transcript of a call between [name] (Old Mutual), [name] (Numis) and [name] (Numis), 23 September
2015 at 06:14, page 2, lines 59-64.
187 UUID 19120001, transcript of a call between [name] (Old Mutual), [name] (Numis) and [name] (Numis), 23 September
2015 at 06:14, pages 2-3, lines 72-79.
188 UUID 19120001, transcript of a call between [name] (Old Mutual), [name] (Numis) and [name] (Numis), 23 September
2015 at 06:14, page 4, lines 119-122.
189 UUID 19120001, transcript of a call between [name] (Old Mutual), [name] (Numis) and [name] (Numis), 23 September
2015 at 06:14, page 4, lines 126-135.
190 UUID 876-65557-2-29, email from [name] (Old Mutual) to [name] (Newton), copied to [senior officer] (Old Mutual), 23
September 2015 at 15:15.

•
08:10: Numis ([name]) emailed [name] (of Old Mutual), copying colleagues
([name], [title] and [name]) asking if she was able to share ‘the email’ with them.
[Name] (of Old Mutual) replied at 11:42 to say she was following up with her legal
team but providing the timings of Newton’s (NFM1) emails.191

•
12:59: Old Mutual ([name]) emailed Numis ([name]) to say that Old Mutual’s legal
team had suggested they put Numis ([name]) in contact with Newton’s Compliance
team to get further information and copying Newton ([name], [title]).192

191 For NFM1’s OTB emails, see UUID 876-66219-1-65, the 08:10, 21 September Email, and UUID 876-66219-1-78, the
09:03, 21 September Email. Both emails are from NFM1 to various recipients.
192 UUID 876-65557-2-37, email from [name] (Old Mutual) to [name] (Numis), copied to [name] (Newton), 28 September
2015 at 12:59.

Annex 3: Card Factory IPO chronology

Artemis and Newton

•
09:26: Artemis (Artemis Analyst) sent an email to Newton (NFM1) asking: ‘You
going for Card?’.193

•
09:43: Artemis (Artemis Analyst) sent an internal email to his colleagues at
Artemis, saying that he has given ‘very strong, detailed feedback’ to Morgan
Stanley ‘arguing for the bottom of the range, interest beginning at £800m…
becoming increasingly strong down to £700m…’194

•
09:53: Newton (NFM1) responded to Artemis’ (Artemis Analyst) email:

‘Not sure about Cards…did two pilot fishes….seeing analyst today’.195

•
10:47: Artemis (Artemis Analyst) replied to Newton (NFM1):

‘I’m strongly talking the range down to £700-800m’.196

•
10:58: Newton (NFM1) responded:

‘Good plan

13x 2015197…similar to where Pets is now

Fair enough’198

•
11:09: Artemis (Artemis Analyst) replied:

‘Don’t you mean Pets is on 13x Mar-16? I still think it is expensive. Pets
has a slug of financial debt and a load of lease liabilities (9 years!)

Card has modest financial debt but negligible lease liabilities (just 3yr
length). £700-800m would be 13x Card Jan-15.’199

193 UUID 876-69001-2, email from Artemis Analyst (Artemis) to NFM1 (Newton), 25 April 2014 at 11:08, page 3.
194 UUID 876-69252-92, email from Artemis Analyst (Artemis) to Artemis colleagues and copied to AFM1 (Artemis), 25 April
2014 at 09:43. See UUID 11270001, transcript of an FCA interview with Artemis Analyst (‘Artemis Analyst FCA Interview
Transcript’), 27 October 2016, page 3, lines 103-105: Artemis Analyst said in interview that he had been a research analyst
for Artemis fund name, managed by fund manager Artemis FM1.
195 UUID 876-69001-2, email from Artemis Analyst (Artemis) to NFM1 (Newton), 25 April 2014 at 11:08, page 2. See UUID
29340001, NFM1’s second witness statement, 23 June 2017, paragraphs 6 and 9: NFM1 said his recollection was that this
was a reference to a meeting which he attended with [analyst] and [analyst] (both [roles]) and the analyst from Nomura
(one of the bookrunners on the IPO).
196 UUID 876-69001-2, email from Artemis Analyst (Artemis) to NFM1 (Newton), 25 April 2014 at 11:08, page 2.
197 UUID 11270001, Artemis Analyst FCA Interview Transcript, page 36, lines 1319-1323: in interview, Artemis Analyst
explained ‘So the “13 times” refers to the profits, the multiple of the profits, which is one route to assessing what an
appropriate price of a business should be. “2015” would be the…either the calendar year or the fiscal year that it relates
to, in other words, it’s not the 2020 profit forecast…’.
198 UUID 876-69001-2, email from Artemis Analyst (Artemis) to NFM1 (Newton), 25 April 2014 at 11:08, page 1.
199 UUID 876-69001-2, email from Artemis Analyst (Artemis) to NFM1 (Newton), 25 April 2014 at 11:08, page 2.

•
14:31: Artemis (Artemis Analyst) wrote to Newton (NFM1):

‘View on Card Factory? I'm trying to talk it down to 12-14x’.200

•
14:32: Newton (NFM1) responded:

‘Cardies at 12x 14 wd be good yes.. not the kind of stock to surprise on
EPS really given high margs.’201

•
Early in the morning of 1 May 2014, Card Factory announced the price range for
its IPO (i.e. 225p to 300p which corresponded to a market value of £767 million
to £954 million).202

•
09:37: Artemis Analyst (of Artemis) sent an internal email to his colleagues at
Artemis asking if anyone was likely to go for Card Factory. Artemis Analyst
explained that they were seeing management of the company that afternoon and
‘if AFM1 likes it as much as I do, will probably put in our allocation this afternoon’.
He also added: ‘But if others need more time we can hold off’.203 Artemis Analyst
also added a table at the end of the email with proposed valuation multiples
relating to Card Factory using a price earnings ratio measure (‘PE’) for the years
2014-2017. It included PEs in relation to bottom of the range to top of the range
i.e. ‘bottom £767m’ to ‘top £954m’.204

•
10:02: BMO ([name]) asked Newton (NFM1) via a Bloomberg message: ‘What do
you think of card factory?’.205 Newton (NFM1) responded: ‘good but am getting a
bit fed up of these ipos’ and also added: ‘want beneath range’.206

•
10:06: Newton (NFM1) forwarded an email he received from UBS that morning
with the price range for Card Factory to Artemis (Artemis Analyst) and wrote:

‘I wont be participating in this range

£700m more realistic

Use the phrase ‘we don’t have to do anything’

Thoughts?’207

•
10:09: Artemis (Artemis Analyst) replied to Newton (NFM1). He wrote:

200 UUID 876-69001-3, Bloomberg message between NFM1 (Newton) and Artemis Analyst (Artemis), 29 April 2014. The
message is stated as 13:31 UTC. BST is quoted as that was the applicable time in the UK at the time.
201 UUID 876-69001-3, Bloomberg messages between NFM1 (Newton) and Artemis Analyst (Artemis), 29 April 2014. The
message is stated as 13:32 UTC. BST is quoted as that was the applicable time in the UK at the time.
202 UUID 876-66220-0-53, email from [name] (Nomura) to multiple recipients, 1 May 2014 at 07:01; UUID 876-66071-25,
email from [name] (UBS) to Artemis Analyst (Artemis), 1 May 2014 at 07:25; UUID 876-66071-33, email from [name]
(Morgan Stanley) to undisclosed recipients, 1 May 2014 at 08:26.
203 UUID 876-66071-37, email from Artemis Analyst (Artemis) to Artemis colleagues, 1 May 2014 at 09:36.
204 UUID 876-66071-37-1, Artemis Analyst’s valuation table which was attached to UUID 876-66071-37, email to Artemis
colleagues, 1 May 2014.
205 UUID 876-66220-0-23, Bloomberg message between [name] (BMO) and NFM1 (Newton), between 30 April 2014 and 1
May 2014. The message is stated as 09:02 UTC. BST is quoted as that was the applicable time in the UK at the time.
206 UUID 876-66220-0-23, Bloomberg message between [name] (BMO) and NFM1 (Newton) between 30 April 2014 and 1
May 2014. NFM1 also clarified at 10:04: ‘I want 700m v 760m bottom’ to which [name] replied ‘ok’.
207 UUID 876-66220-0-35, email from Artemis Analyst (Artemis) to NFM1 (Newton), 1 May 2014, page 2.

‘My understanding is that it will get away at £800m. This one certainly
isn’t “hot”. I’m taking AFM1 to see them this afternoon. Much depends
on his view. If he isn’t that keen, I’ll really try to screw the price down
towards £650-700m. But he may be happy at £750m.

You could always put your order in now at £700m – that will send a v
strong signal’.208

•
10:16: Newton (NFM1) replied to Artemis (Artemis Analyst):

‘Don’t believe the brokers…

Was only 5 people on the buyside trip to B&M yesterday-which has an
absolutely sensational story to be fair

I don’t think this is a hot market at all

Friend of a friend at Bluecrest hedgie said she is done with IPOs having
got burned on Pets…’209

•
Newton (NFM1) immediately forwarded his email correspondence with Artemis
(Artemis Analyst) to BMO ([name]).210

•
11:12: Artemis (Artemis Analyst), after having exchanged his view on the deal
with Newton (NFM1) (see conversation which started at 10:06 above), sent
another email to his colleagues at Artemis and copied AFM1.211

o
He wrote:

‘I’ve added a new valuation line to the table. I’m []. The froth seems
to have gone out of the IPO market. There were only 5 investors on the
second B&M site visit yesterday (cf full coachload on 8th April). Pets at
Home will have burned some funds, probably.

I’m tempted to put in an order below the bottom of the range’.212

o
Artemis (Artemis Analyst) also inserted in the 11:12 email a new top line to his
valuation table sent at 09:37:

‘P/E – [] £700m’.

•
11:18: Artemis (Artemis Analyst) responded to Newton’s (NFM1) email of 10:16.
He wrote:

‘My initial feedback before the range came out was strong demand at
£700m. I’m trying to co-ordinate three funds. Our fund’s stance will
become clear after seeing management 2.30pm today. I always like a
discount.’213

208 UUID 876-66220-0-35, email from Artemis Analyst (Artemis) to NFM1 (Newton), 1 May 2014, page 2.
209 UUID 876-66220-0-35, email from Artemis Analyst (Artemis) to NFM1 (Newton), 1 May 2014, page 1.
210 UUID 876-66220-0-29, email from NFM1 (Newton) to [name] (BMO), 1 May 2010 at 10:16.
211 UUID 876-66071-45, email from AFM2 (Artemis) to Artemis colleagues, 1 May 2014 at 11:50. This time he also copied
AFM1 and [name].
212 UUID 876-66071-45, email from AFM2 (Artemis) to Artemis colleagues, 1 May 2014 at 11:50, page 2.
213 UUID 876-66220-0-35, email from Artemis Analyst (Artemis) to NFM1 (Newton), 1 May 2014, page 1.

•
Artemis saw the management of the company in the afternoon of 1 May 2014.
Artemis Analyst (of Artemis) also confirmed (FCA interview) that his
recommendation given to AFM1 (also of Artemis) was to participate within the
range.214

•
The next day, on 2 May 2014 at around noon, Artemis submitted to the book-
builders an order in Card Factory. Artemis applied for £22.74 million of shares at
the price of 225p per share.215 £14.74 million of this order was on behalf of
Artemis’ [fund name] run by AFM2 and £8 million was on behalf of Artemis’ [fund
name] run by AFM1.

•
Artemis did not amend its order before the books closed on 14 May 2014.

•
16:17: Morgan Stanley ([name], [role]) called Newton (NFM1) to get feedback
from him on a meeting with Card Factory which took place that day. NFM1 said:
‘I'll be open to you; we are not interested in the price range’.216 Morgan Stanley
([name]) acknowledged this and asked Newton (NFM1) to let him know at what
price/level he would be interested to participate. He also proposed to catch up on
Tuesday 6 May 2014.217

6 May 2014

•
Newton (NFM1) had a call with Morgan Stanley ([name]) in which he informed
Morgan Stanley ([name]) that he was willing to pay ‘around 700 market cap...
which is kind of 11ish times next year's earnings’.218 Morgan Stanley ([name])
replied that: ‘At the moment at least you know I guess there has been orders that
have come in towards that lower end of the published range’.219

7 May 2014

•
Newton (NFM1) discussed the IPO with BMO ([name]) on Bloomberg. Newton
(NFM1) wrote: ‘im passing… wanting it 10% cheaper than bottom’.220

•
17:07: [Analyst] (of Newton) sent a note internally from a meeting Newton had
with Card Factory on 2 May 2014. [Analyst] also included in her note a
recommendation on the price (‘That being said, we do feel that the Card Factory
IPO is worth taking a look at the low end of the pricing range’).221

214 UUID 11270001, Artemis Analyst FCA Interview Transcript, page 62, lines 2266-2267.
215 UUID 876-69252-196, email from Artemis Analyst (Artemis) to Morgan Stanley, 2 May 2014 at 12:00. See UUID 876-
69252-197, emails between AFM2 (Artemis) and Artemis’ internal dealing team, 2 May 2014 between 12 noon and 12:14:
Artemis Analyst submitted Artemis’ order with Morgan Stanley for £15 million for the Artemis [fund name] (run by AFM2
at Artemis) and £8 million for the [fund name] (run by AFM1) and specified that the total order was £23 million. AFM2
asked the Artemis dealers on 2 May at 12:00 to bid for 14.74m shares for his fund and [name] replied at 12:15 that
Artemis’ order as reflected to the bookrunners was ‘£22m ltd @ 225p’.
216 UUID 19070008, transcript of a call between [name] (Morgan Stanley) and NFM1 (Newton), 2 May 2014 at 16:17, page
6, lines 206-207.
217 UUID 19070008, transcript of a call between [name] (Morgan Stanley) and NFM1 (Newton), 2 May 2014 at 16:17.
218 UUID 25930001, transcript of a call between [name] (Morgan Stanley) and NFM1 (Newton), 6 May 2014 at 15:03, page
2, lines 65-66 and 70.
219 UUID 25930001, transcript of a call between [name] (Morgan Stanley) and NFM1 (Newton), 6 May 2014 at 15:03, page
3, lines 79-81.
220 UUID 876-69001-5, Bloomberg messages between [name] (BMO) and NFM1 (Newton), beginning 5 May 2014 at 07:00.
See UUID 876-67217-1-5, email from [name] (UBS) to undisclosed recipients, 7 May 2014 at 07:08. The book-builders
were sending emails to potential investors informing that the books were covered on the base deal size within the announced
price range.
221 UUID 876-67217-0-10, internal note ‘Card Factory Pre-IPO meeting’, 2 May 2014 attached to UUID 876-67217-0-9,
email from NFM2 (Newton) to Newton colleagues, 12 May 2014 at 16:28.

•
Forwarding [analyst]’s email of 7 May 2014, Newton (NFM1) sent an email
internally to [name] asking if the [fund name] (fund) could apply for a weighting
of 1.5% in the Card Factory at £2.50 or cheaper. He said:

‘Reason

1. Cheap
2. Management got a very good right up from our two analysts who saw

them

3. I believe the company has a great product at an excellent price that it

will be able to roll out to the South of England very successfully…

…The deal is likely to price Wednesday afternoon. NFM1 is not going for
it as he believes the stock is 10% over priced at the bottom of the
range’222

•
14:14: Newton submitted its bid in Card Factory for 125,000 shares at 250p per
share or cheaper.223 The order was placed on behalf of NFM2 (of Newton).

•
14:16: Newton was informed that the price range was narrowed down to 225p-
240p per share and Newton confirmed it has just put in its bid at strike.224

•
09:58: Newton asked the book-builder whether the price was still 225p-240p and
on hearing that it was, confirmed that its bid was at strike.225

•
The price range was reduced once again to 225-230p per share. Newton retained
its bid at strike.226

•
14:30: The books closed around 14:30 that day and the final price settled at 225p
per share. The trading started the day after the IPO, 15 May 2014.

•
Allocations for Card Factory were released. Newton was allocated 125,000 shares
at a price of 225p per share which represented 0.1% of the total allocation.
Artemis was allocated 10,100,000 shares which made them the second largest
investor in the IPO with approximately 7.7% of the total allocation.

222 UUID 876-67217-0-9, email from NFM2 (Newton) to Newton colleagues, 12 May 2014 at 16:28.
223 UUID 18980005, transcript of a call between [name] (Newton) and Unknown, 13 May 2014 at 14:14. See UUID
43520001, transcript of an FCA interview with NFM2, 26 September 2017, pages 16-17, lines 591-601: NFM2 confirmed in
interview that this bid was in effect ‘at strike’ assuming that price was £2.50 per share or less.
224 UUID 18980006, transcript of a call between [name] (Newton) and Unknown, 13 May 2014 at 14:16.
225 UUID 18980007, transcript of a call between [name] (Newton) and Unknown, 14 May 2014 at 09:58.
226 UUID 18980008, transcript of a call between [name] (Newton) and Unknown, 14 May 2014 at 14:14.