RE: Ashman14 Jul 2025 13:17
Toyin, Per discussions with colleagues on your subject matter, you will find interesting.
Legal Profile of the Statement
Nature: This was no offhand comment. Delivered in a regulated setting, the statement operated as a de facto assurance — potentially forming the basis of either a verbal contract (with Croda) or a regulatory representation (to investors).
Binding Force of Verbal Agreements in UK Law:
Contrary to popular belief, one needn’t scrawl in ink to strike a deal. UK contract law acknowledges the validity of verbal agreements — provided they tick the requisite boxes: offer, acceptance, consideration, and a mutual intention to create legal relations. However, proving such an agreement without written evidence can be rather like nailing jelly to a wall — tricky and rather messy.
Investor Communications & Regulatory Oversight:
CEOs don’t speak into a void. Statements made in investor presentations are subject to scrutiny under the rules of the AIM market and the Financial Conduct Authority. Investors are entitled to rely on such pronouncements — particularly where they appear to signal company intent or anticipated action.
The Fallout: When Disclosure Doesn’t Materialise
Possible Breach — Croda and SBTX:
Should Croda have genuinely assured SBTX of post-launch disclosure rights, only to later withdraw them, this could constitute a breach of a verbal agreement — albeit one difficult to prove without documentation or supporting correspondence.
Investor Reliance and Market Impact:
If investors made decisions on the strength of Mr. Ashman’s declaration, and that declaration proves inaccurate or undelivered upon, SBTX may find itself entangled in allegations of misrepresentation. Not ideal. Class Action?
Regulatory Implications:
AIM rules are unequivocal: material information must be disclosed in a timely fashion. If the company had reason to believe disclosure was permissible after three months, and failed to act accordingly, this may raise regulatory eyebrows — or worse, trigger formal investigation.
The Verdict — Is There a Breach?
Between SBTX and Croda:
Possibly — if there was a definitive promise and clear intent to permit disclosure, and Croda later reneged without cause. But verbal agreements, as noted, demand strong evidentiary support to stand up in court.
Between SBTX and Investors:
More pressing. If the CEO’s words were reasonably interpreted as a commitment, and investors relied on that to their detriment, SBTX may face claims of misleading communication — or worse, a regulatory complaint.
Enforceability:
All hangs on the supporting evidence — minutes, emails, contemporaneous notes. Regulatory authorities may also intervene should investor protection be seen to have been compromised.