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Robert John Metcalfe: Determination notice

Determination notice under section 96(2)(d) of the Pensions Act 2004 and section 3 of the Pensions Act 1995

The Pensions Regulator case ref: C219645428

On this page

Introduction

  1. Members of the Determinations Panel (the “Case Panel”) of the Pensions Regulator (“TPR”) held a Determination Meeting on 30 June 2025 to considerthe issues in a Warning Notice dated 12 March 2025 addressed to Robert John Metcalfe. The Warning Notice was referred to the Determinations Panel by TPR’s case team (the “Case Team”) on 19 May 2025 following a period for

Matters to be determined

  1. The Warning Notice asked the Determinations Panel to determine whether to make an order under section 3(1)(c) of the Pensions Act 1995 (“PA 95”) to prohibit Robert John Metcalfe from acting as a trustee of trust schemes in general.
  2. The power to prohibit a person under section 3(1) PA 95 is a reserved function under paragraph 4 of Schedule 2 to the Pensions Act 2004 (“PA 04”) and can therefore only be exercised by the Determinations Panel.

Decision

  1. The Case Panel determined to make an Order prohibiting Robert John Metcalfe from acting as a trustee of trust schemes in general as it is satisfied that Robert John Metcalfe is not a fit and proper person to be a trustee of such schemes.

Directly affected parties

  1. Under section 96(2)(d) PA 04 the Determinations Panel must give notice of its determination to such persons as appear to it to be directly affected by it. In this case the Case Panel considered the following persons to be directly affected by its determination:
    1. Robert John Metcalfe (“Mr Metcalfe”)
    2. Mapleleaf Enterprises Limited (“Mapleleaf”) (CRN 07518540)
    3. Silvertree Investments Limited (“Silvertree”) (CRN 07518739)
    4. Claydon Construction Group Limited (“Claydon”) (CRN 10338728)
  1. By virtue of section 3A(1) PA 95, a company or Scottish partnership is automatically prohibited from being a trustee of a trust scheme at any time when an individual who is one of its directors or partners is prohibited from that scheme by means of an order under section 3 PA 95.
  2. The Case Team had identified Mapleleaf and Silvertree as being directly  affected by the regulatory action set out in the Warning Notice but not Claydon. It appears that this was because Mapleleaf and Silvertree had previously acted as corporate pension trustees, but Claydon (a construction company) had not and was also not actively taking on new business. Accordingly, the Case Team did not serve Claydon with the Warning Notice nor give it the opportunity to provide representations on it.

  3. The Case Panel considered that the question of whether these corporate entities are directly affected by its determination should not be assessed with reference to whether or not they had previously acted as corporate trustees, or were actively trading. The Case Panel concluded that Mapleleaf, Silvertree and Claydon are all directly affected by its determination because their legal position has changed as a result of the automatic prohibition effected by section 3A PA 95. Their names will also appear on TPR’s prohibition register which is open for inspection by members of the public.

  4. As set out in paragraph 47 below, the Case Panel gave Claydon the opportunity to submit representations on the Warning Notice before reaching its determination. 

The factual background

  1. The Warning Notice and exhibits included the information in paragraphs 11 to 25 below by way of background.

  2. So far as the Case Team is aware, Mr Metcalfe is not currently acting as a trustee of any pension schemes, and neither Silvertree nor Mapleleaf currently have corporate trustee appointments. The exhibits to the Warning Notice showed that:
    1. Mr Metcalfe acted as a trustee in an individual capacity for the Silvertree Investments Pension Scheme (the “Silvertree Scheme”) from 7 February 2011 to 16 July 2014, and also as a trustee in an individual capacity for the Mapleleaf Enterprises Pension Scheme (the “Mapleleaf Scheme”) from 6 February 2012 to 5 April 2012.
    2. Silvertree acted as trustee for the Silvertree Scheme from 17 July 2014 to 3 May 2024, and Mapleleaf acted as trustee for the Mapleleaf Scheme from 6 April 2012 to 3 May 2024. 
  1. Mr Metcalfe was admitted to the roll of solicitors of England and Wales on 15 September 2000. He worked at various law firms before setting up his own practice in April 2013, specialising in (i) residential landlord and tenant (ii) general litigation and (iii) personal injury.
  2. The Solicitors Regulation Authority (“SRA”) had investigated Mr Metcalfe and brought proceedings against him before the Solicitors Disciplinary Tribunal (“SDT”), in which numerous allegations were made against him relating to his involvement as a solicitor in a number of transactions for his clients. The SRA alleged that during the period April 2014 to March 2017 Mr Metcalfe had committed various breaches of the SRA Principles and SRA Accounts Rules, as well as a breach of the SRA Authorisation Rules. 
  3. In its judgment dated 14 October 2019 the SDT found that six of the allegations, and part of a seventh allegation, were proved beyond reasonable doubt. Three allegations, and part of a fourth allegation, were not proved and were therefore dismissed.
  4. The allegations most relevant to the matter before the Case Panel were Allegations 1.1 and 1.3 (using the SDT’s numbering): 
    1. Allegation 1.1. was that Mr Metcalfe “acted, or purported to act, in relation to a number of investment schemes, loans or other transactions…which were dubious, risky or bore the hallmarks of early release pension scams, and by doing so breached any or all of Principles 2, 4, 6 and 10 of the 2011 Principles”. 
    2. Allegation 1.3 was that Mr Metcalfe “acted in relation to and/or facilitated through client account, the back-to-back sale and purchase of shares in a Gibraltar-based company named Priority Solutions Limited…in circumstances where such transactions were dubious, risky or bore the  hallmarks of fraudulent financial arrangements, and by doing so breached any of all of Rules 14.5 and 29.2 of the 2011 Accounts Rules and any or all of Principles 2, 4, 6 and 10 of the 2011 Principles”. 
    3. Allegation 2 made it clear that Allegations 1.1 and 1.3 “were advanced on the basis that Mr Metcalfe’s conduct was dishonest”, and Allegation 3 that they were “alternatively, reckless”. 
  5. The relevant 2011 SRA Principles were:
    1. Principle 2: “You must…act with integrity”;
    2. Principle 4: “You must…act in the best interests of each client”;
    3. Principle 6: “You must…. behave in a way that maintains the trust the public 
      places in you and in the provision of legal services”;
    4. Principle 10: “You must…..protect client money and assets”.
  6. The relevant 2011 SRA Accounts Rules were:
    1. Rule 14.5:
      “You must not provide banking facilities through a client account. Payments into, and transfers or withdrawals from, a client account must be in respect of instructions relating to an underlying transaction (and the funds arising therefrom) or to a service forming part of your normal regulated activities.”
    2. Rule 29.2:
      “All dealings with client money must be appropriately recorded:
      (a) in a client cash account or in a record of sums transferred from one client ledger account to another; and 
      (b) on the client side of a separate client ledger account for each client (or other person, or trust).

      No other entries may be made in these records.”

  7. The SDT found that Allegations 1.1 and 1.3 were proved beyond a reasonable doubt, and that in relation to those allegations, Mr Metcalfe’s conduct had been dishonest. In view of the dishonesty finding, the SDT therefore did not consider it necessary to make a finding in relation to recklessness. 
  8. Whilst the Case Team relied on the full factual background set out in detail in the SDT judgment, it highlighted the following extracts from the SDT’s findings in support of its case that Mr Metcalfe is not a ‘fit and proper’ person within the meaning of section 3(1) of PA 95: 
    1. “The SDT found beyond reasonable doubt that: 
      a) in taking his instructions solely from Sandymoor, failing to scrutinise the underlying documents, failing to make direct contact with his clients, and failing to inquire into the appropriateness of the transactions, Mr Metcalfe had failed to act in his clients’ best interest and failed to protect client monies and assets in breach of Principles 4 and 10;
      b) in paying client monies on the instructions of the payee without express consent from the clients and acting on behalf of his clients on the express condition that he would provide no advice, Mr Metcalfe’s conduct plainly failed to maintain the trust the public placed in him and in the provision of legal services in breach of Principle 6; and 
      c) in allowing himself and the Firm to become involved in transactions that were clearly dubious and in taking instructions and conducting the matter in the way Mr Metcalfe had, Mr Metcalfe had failed to act with integrity in breach of Principle 2.”
    2. “The Tribunal determined that the Respondent has been indifferent to his clients as it had suited him to do so. He had deliberately turned a blind eye and had asked no questions and undertaken no enquiries so as not to establish as a fact the dubious nature of the scheme.” 
    3. “The Tribunal determined that the Respondent had turned a blind eye and failed to undertake any adequate enquiries, as the arrangement was to his financial benefit.”
    4. “The Tribunal determined that the Respondent had deliberately closed his eyes and ears, and had deliberately not asked questions, lest he learned something he would rather not know. The Tribunal found that ordinary and decent people would consider such conduct to be dishonest. The Tribunal thus found beyond reasonable doubt that the Respondent’s conduct had been dishonest.”
    5. “The Tribunal agreed that it was not for a solicitor to enquire as to the prudence of a transaction when instructed to act, however a solicitor should satisfy himself that it was proper to act in all the circumstances. The Respondent failed to do this. The failure was culpable in circumstances where the transaction appears on its face to be dubious or bearing the hallmarks of fraudulent financial arrangements.” 
    6. “In facilitating transactions which were dubious and bore the hallmarks of fraudulent financial arrangements, the Respondent had fallen below the standards expected of him by the public and members of the profession. A solicitor acting with integrity would not facilitate such a transaction.”
    7. “The Target’s conduct was “a complete departure from the standards of integrity, probity and trustworthiness expected of him as a solicitor.””
  9. Mr Metcalfe had appealed the SDT judgment to the High Court on three grounds, the first of which was that the SDT was wrong to make any findings of dishonesty against him.
  10. In relation to this first ground of appeal, Mr Metcalfe had not appealed the underlying findings made in relation to Allegations 1.1 and 1.3. His appeal was limited to the findings of dishonesty against him in relation to both allegations on the basis that the SDT had erred either by failing to apply the correct (criminal) standard of proof, or by wrongly concluding that the evidence was capable of supporting a finding of dishonesty against him to the criminal standard.
  11. The High Court judgment of 10 August 2021 had noted that “the SDT was required to apply the criminal standard of proof, namely, beyond reasonable doubt, to each allegation pursued by the SRA against Mr Metcalfe, including to any finding of dishonesty: Law Society v Waddingham at [54]; SRA v Day at [75].”
  12. The High Court had also noted that by not challenging the underlying findings made by the SDT in relation to Allegations 1.1 and 1.3, Mr Metcalfe had in effect accepted that he had “failed to act with integrity, failed to act in the best interests of each client, failed to behave in a way that maintains the trust that the public places in a solicitor and in the provision of legal services, and failed to protect client money and assets.” 
  13. The High Court had dismissed Mr Metcalfe’s appeal in relation to his first ground of appeal, noting that it was open to the SDT to conclude that had Mr Metcalfe “questioned his clients properly and diligently, it is likely he would have discovered the early pension release aspect. More importantly for the purposes of the test of dishonesty, it was open to the SDT to conclude that Mr Metcalfe’s decision not to speak to his clients was deliberate, motivated by a desire to avoid learning something that he would rather not know. Having concluded that, it was open to the SDT to conclude that ordinary decent people would consider such conduct dishonest and, therefore, to conclude to the criminal standard that Mr Metcalfe’s conduct had been dishonest.”
  14. The SDT had also struck Mr Metcalfe off the roll of solicitors, a decision which he had also unsuccessfully appealed to the High Court.

The Law

  1. Section 3 PA 95 states as follows:-
    “3 Prohibition orders
    (1) The Authority may by order prohibit a person from being a trustee of-
    (a) a particular trust scheme, 
    (b) a particular description of trust schemes, or 
    (c) trust schemes in general, 
    if they are satisfied that he is not a fit and proper person to be a trustee of the scheme or schemes to which the order relates.
    ... 
    (6) The Authority must prepare and publish a statement of the policies they intend to adopt in relation to the exercise of their powers under this section.
    ….
    3A Prohibition orders: directors of corporate trustees etc
    (1) A company or Scottish partnership is prohibited from being a trustee of a trust scheme at any time when an individual who is a director of the company or a partner in the partnership is prohibited from being a trustee of the scheme by an order under section 3…”

  2. When the Case Panel refers in this Determination Notice to the question of whether Mr Metcalfe is a “fit and proper person”, it is by way of shorthand for, and reference to, the section 3(1) test.
  3. The most recent statement published by TPR in accordance with section 3(6) PA 95 (“the Prohibition Statement”) contains the following guidance on the criteria for a ‘fit and proper person’:

    “When considering whether a person ought to be prohibited, we will investigate whether such a person is ‘fit and proper person’ to be a trustee of a trust scheme by looking at all the relevant information.

    In particular we will consider any information which concerns the person’s:
    •  honesty
    •  integrity
    •  competence and capability
    •  financial soundness

    When considering the above criteria, we may, where relevant, take account of:
    •  any attempt to deceive
    •  any misuse of trust funds
    •  any breaches of trust or pensions law, particularly if these are significant, persistent, deliberate or contrary to legal advice received
    •  whether a trustee’s professional charges constitute a breach of trust or demonstrate a lack of internal controls
    •  criminal convictions so far as these are not spent under the Rehabilitation of Offenders Act 1974 or the Rehabilitation of Offenders (Northern Ireland) Order 1978. Consideration is not limited to offences involving dishonesty or deception, so including, for example, money laundering, violence or misuse of drugs

    This is not a comprehensive list of the factors we will look at when considering whether to prohibit, but it is indicative of what may be relevant.

    Standards we expect of trustees 

    Honesty/integrity

    Trustees are placed in charge of large amounts of members’ money, and this often has to be invested for long periods of time. Trustees are therefore expected to act with honesty and with integrity when discharging their trustee functions and to act in the interests of the members and beneficiaries of the scheme. We will investigate any matter which raises concerns about a trustee’s honesty or integrity, including matters that arise outside of their trusteeship. In considering issues of honesty/integrity we will also give consideration to guidance given in relevant legal authorities, for example decisions of the Upper Tribunal.

    We will consider all matters which might affect our view of a person’s honesty and/or integrity. We do not consider that they have identical meanings.”

  1. Section 100 PA 04, provides that:
    “(1) The Regulator must have regard to the matters mentioned in subsection 
    (2)–

    (a) when determining whether to exercise a regulatory function–
    (i) in a case where the requirements of the standard or special procedure apply, 
    or
    (ii) on a review under section 99, and
    (b) when exercising the regulatory function in question.
    (2) Those matters are–
    (a) the interests of the generality of the members of the scheme to which the exercise of the function relates, and
    (b) the interests of such persons as appear to the Regulator to be directly affected by the exercise.”

The Case Team’s arguments for prohibition

  1. The Warning Notice invited the Case Panel to base its conclusion that Mr Metcalfe is not a fit and proper person with reference to the honesty and integrity criteria in the Prohibition Statement and entirely on the fact of the SDT findings, as upheld by the High Court, and/or on the findings themselves. The Case Team relied upon the SDT judgment in SRA v Robert Metcalfe (Case No.11954-2019) and the High Court judgment in Robert Metcalfe v SRA [2021] EWHC 2271 (Admin). The relevant findings were that he had been involved in transactions which breached SRA Principles (including relating to integrity) and that his conduct in relation to some of those transactions had been dishonest.
  2. The Case Panel was not provided with the underlying evidence available to the SDT or High Court.
  3. The Case Team further submitted that as the proposed exercise of the power under section 3 of PA 95 was a civil regulatory proceeding, the standard of proof is the balance of probabilities (McLarry and Grimwood v The Pensions Regulator [2018] UKUT 0234 (TCC)) – i.e. that it is more likely than not that the alleged conduct or behaviour concerned occurred.
  4. The Case Team’s case for prohibition with reference to the criteria in the Prohibition Statement was that Mr Metcalfe lacked the requisite honesty and integrity.

Honesty

  1. The Case Team referred to the Supreme Court decision in Ivey v Genting Casinos (UK) Ltd t/a Crockford [2017] UKSC noting that the test for dishonesty as set out in this case required establishing (subjectively) the knowledge or belief of the person concerned as to the relevant facts and then a determination (objectively) as to whether the person’s conduct was honest or dishonest by the standards of ordinary decent people.
  2. The Case Team noted that the SDT had applied the test in Ivey v Genting when ruling on the dishonesty aspects of Allegations 1.1 and 1.3 and that Mr Metcalfe’s challenge to the manner in which it had done so had failed before the High Court. 
  3. In view of the fact that the findings of dishonesty made by the SDT had been made to the criminal standard of proof (which was higher than the Case Panel was required to apply) and had been upheld by the High Court, the Case Team submitted that this was sufficient evidence for the Case Panel to prohibit Mr Metcalfe on the basis of his dishonesty. 

Integrity

  1. The Case Team referred to the test for integrity outlined by the SDT in Wingate and Evans v SRA and SRA v Malins [2018] EWCA Civ 366:
    “Integrity is a useful shorthand to express the higher standards which society expects from professionals and which the professionals expect from their own members…[Professionals] are required to live up to their own professional standards…Integrity connotes adherence to the ethical standards of one’s own profession”.
  2. The Case Team also referred to Judge Herrington’s approval (in Arch Financial Products Limited v FCA [2015] UKUT 0013 (TCC)) of the summary of the Upper Tribunal decisions in relation to integrity set out in Batra v FCA [2014] UKUT 0214 (TCC) as follows:
    a) “integrity connotes moral soundness, rectitude and steady adherence to an ethical code. A person lacks integrity if unable to appreciate the distinction between what is honest or dishonest by ordinary standards. (This presupposes, of course, circumstances where ordinary standards are clear. Where there are genuinely grey areas, a finding of lack of integrity would not be appropriate.)” see Hoodless v FSA (2003);
    b) integrity remains a concept “elusive to define in a vacuum but still readily recognisable by those with specialist knowledge and/or experience in a particular market”, see Vukelic v FSA1
    c) “even though a person might not have been dishonest, if they either lack an ethical compass or their ethical compass to a material extent points them in the wrong direction, that person will lack integrity”, see First Financial Advisors v FSA [2012]2; and
    d) “A lack of integrity does not necessarily equate to dishonesty. While a person who acts dishonestly is obviously also acting without integrity, a person may lack integrity without being dishonest. One example of a lack of integrity not involving dishonesty is recklessness as to the truth of statements made to others who will or may rely on them or wilful disregard of information contradicting the truth of such statements”, see Batra v FCA [2014].
  3. The Case Team noted the High Court’s statement that because Mr Metcalfe had not challenged the SDT findings in relation to integrity, he was deemed to have accepted them. 
  4. The Case Team submitted that, whilst it accepted that a trustee was not necessarily to be judged by the same standards as a solicitor, it considered that “a professional trustee, as a professional person with responsibility for safeguarding trust monies, should be held to a high standard of integrity, and 
    therefore that the SDT and [High Court] judgment are relevant and persuasive in defining what integrity means in that context.”
  5. In view of the fact that the findings of a lack of integrity made by the SDT had been made to the criminal standard of proof (which was higher than the Case Panel was required to apply) the Case Team submitted that this was sufficient evidence for the Case Panel to prohibit Mr Metcalfe on the basis of a lack of integrity.
  6. In light of its analysis as summarised above, the Case Team concluded that it was established that Mr Metcalfe is not a fit and proper person to be a trustee of trust schemes in general because:
    1. The SDT had found that it was established beyond reasonable doubt that Mr Metcalfe’s conduct had breached various SRA Principles and that in doing so he had been dishonest;
    2. The SDT had found that Mr Metcalfe’s conduct was such that it demonstrated a breach of Principle 2, the requirement to act with integrity;
    3. The SDT considered the appropriate sanction to be striking Mr Metcalfe off the roll of solicitors;
    4. Mr Metcalfe did not challenge the underlying factual findings made against him by the SDT, and was therefore deemed by the High Court to have accepted them, only appealing the finding of dishonesty;
    5. The High Court upheld the dishonesty findings, and the striking off as a solicitor; and
    6. Mr Metcalfe did not appeal the High Court judgment and the time period to do so had expired.
    7. An individual who has had such findings made against him and been struck off from practising as a solicitor cannot maintain that he is a fit and proper person to be a trustee. 
  7. The Case Team further submitted that:
    1. Prohibition was necessary in the wider regulatory context and was in the interests of occupational pension schemes and their members generally. 
    2. Prohibition was a necessary preventative step. Only a prohibition would place Mr Metcalfe on the register of prohibited trustees and thereby assist in raising awareness among trustees and members that he was unsuitable to act as a trustee of schemes generally. 
    3. TPR has systemic responsibilities (for example, including TPR’s statutory objectives to protect pension scheme members and promote good administration). Discharging those responsibilities encompassed discouraging harmful or non-compliant trustee conduct. It was important that  trustees who had failed in their duties to the extent demonstrated in this case should be aware that they would not be permitted to continue acting as a trustee. 
    4. Prohibition should protect and enhance public confidence in the integrity of the pensions industry and TPR’s oversight of it. Having regard to the seriousness of the past conduct shown, TPR remained of the view that it was appropriate to seek to prohibit Mr Metcalfe from acting as a trustee in relation to trust schemes in general.

Representations

  1. On 1 April 2025, and in response to the Warning Notice, the Case Team received an email from Mr Metcalfe in which he informed it that:
    1. Mapleleaf and Silvertree had ceased to be pension trustees the previous year;
    2. He was not a trustee of any pension schemes, either directly or indirectly;
    3. He had previously informed TPR that he was willing to sign an undertaking not to be a pension trustee in the future and therefore considered the action proposed in the Warning Notice to be unnecessary.
  2. The Case Team responded in a letter dated 29 April 2025. This letter noted that, whilst Mr Metcalfe had offered an undertaking on 12 June 2024, Mr Metcalfe had not responded to subsequent correspondence from the Case Team seeking further information and clarification as to the basis on which the undertaking had been made. In these circumstances the Case Team had taken the decision to proceed with prohibition.
  3. No further representations in response to the Warning Notice, or since, have been received from Mr Metcalfe, Mapleleaf or Silvertree. 
  4. Prior to reaching its determination, the Case Panel gave Claydon the opportunity to submit representations on the Warning Notice. The Case Panel considered this to be appropriate because of the effect upon Claydon of any decision by the Case Panel to prohibit Mr Metcalfe (i.e. that Claydon would be automatically prohibited too, and its name placed on TPR’s publicly accessible register of prohibited trustees). (See paragraphs 7 and 8 above). 
  5. No representations have been received from Claydon.

Reasons for Decision

  1. In making its decision the Case Panel had regard to the objectives of TPR as set out in section 5 PA 04 and to the matters listed in section 100 PA 04.
  2. The Case Panel also had regard to the Prohibition Statement and specifically the honesty and integrity criteria TPR takes into account when considering whether individuals are “fit and proper persons”. 
  3. The Case Panel was satisfied that it was appropriate for it to rely on the findings of fact in the SDT judgment relating to Allegations 1.1 and 1.3 without considering the underlying evidence available to the SDT or High Court. The Case Panel took into account that the SDT had found these findings to have been proved beyond reasonable doubt following a thorough process in which Mr Metcalfe had participated and given oral evidence, that the findings had not been challenged by Mr Metcalfe and that the High Court had subsequently held that these findings had been accepted by him. For these reasons the Case Panel was satisfied, on the balance of probabilities, that Mr Metcalfe had engaged in the conduct alleged. (The Case Panel agreed with the Case Team that the standard of proof applicable to its decision was the balance of probabilities.)
  4. Having agreed with the SDT’s findings of fact, the Case Panel went on to assess for itself whether they demonstrated that Mr Metcalfe is not a fit and proper person to be a trustee based on his honesty and/or integrity.

Integrity

  1. In relation to the question of whether Mr Metcalfe lacks integrity the Case Panel noted the following SDT findings: 

    In relation to Allegation 1.1
    1. Mr Metcalfe had had no direct contact with any of his lay clients for the transactions;
    2. All of his instructions from his clients were given to him by a company (SCL) which stood to benefit financially from the transactions;
    3. He had drafted letters of instruction from his clients to himself based on instructions from SCL;
    4. He had used SCL to obtain his clients’ signatures on his client care letters without evidence that the clients had authorised SCL to act as their agents;
    5. He did not have copies of any of the underlying documents - all the information he was provided with had been provided by SCL;
    6. He provided no advice to his clients in relation to the transactions, and on instruction from SCL had excluded providing any advice to his clients in his client care letters;
    7. He had paid away client monies, including an upfront 20% interest payment, and 5% to his firm, on the instructions of SCL and without knowledge of what his clients had been told about this.
      In relation to Allegation 1.3
    8. Mr Metcalfe was approached in relation to the back-to-back sale of an individual’s shares in a company (PSL) to his client at an undervalue/discount followed by their immediate onward sale for a higher price to another company (SI);
    9. A power of attorney was drafted to facilitate the transactions but was unnecessary. The explanation provided by Mr Metcalfe for the need for this (that it would be needed if his client was unable to sign the transaction documents) did not make sense as it had been signed on the same day as the other transaction documents.
    10. There was no independent valuation of the shares.
    11. The actual value of the shares was unknown.
  1. The Case Panel agreed with the SDT that the matters above in relation to Allegation 1.1 were clear and obvious red flags that would have put Mr Metcalfe on notice of the dubious nature of the transactions. It also agreed with the SDT that the matters above in relation to Allegation 1.3 appeared on their face to be dubious or bore the hallmarks of fraudulent financial arrangements. In the Case Panel’s view the fact that Mr Metcalfe had nevertheless acted in the way and/or circumstances set out in paragraph 53 above (and, as found by the SDT, without adherence to key elements of his own professional standards as a solicitor) indicated a lack of integrity within the meaning set out in the relevant case law. Specifically, Mr Metcalfe’s conduct demonstrated to the Case Panel that he either lacked an ethical compass, or (at the very least) that his ethical compass was pointing in the wrong direction.
  2. For these reasons and in the absence of any evidence undermining this conclusion (including any substantive representations from Mr Metcalfe) the Case Panel was satisfied that Mr Metcalfe lacks integrity for the purposes of its determination.
  3. The Case Panel was also satisfied that this lack of integrity demonstrates that he is not a fit and proper person to be a trustee of trust schemes in general. The matters above demonstrate that he clearly failed in his duties as a solicitor to act in his clients’ best interests and to protect their money and assets. In the Case Panel’s view these are matters that are directly relevant to similar trustee duties to act in the best interests of beneficiaries and to deal with trust assets appropriately. 

Honesty (and other SDT findings)

  1. In light of the above conclusions the Case Panel did not consider (and made no findings in relation to) the other SDT findings, including relating to Allegation 2 (that Mr Metcalfe’s conduct in relation to each of Allegations 1.1. and 1.3 had been dishonest), other than to satisfy itself that the results of any such consideration would not have made a difference to its overall conclusion. 

Conclusion

  1. Although the Case Panel had been informed that Mr Metcalfe was not currently acting as a trustee, the evidence suggested he had previously acted as a trustee (see paragraph 11 above). Accordingly the Case Panel considered that only prohibition would place Mr Metcalfe on the register of prohibited trustees and thereby assist in raising awareness among trustees and members that he is unsuitable to act as a trustee of schemes in general. For this reason and the reasons set out above the Case Panel determined that an order should be made in the following terms:

    “The Pensions Regulator hereby orders as follows: Robert John Metcalfe (date of birth 15 March 1971) is hereby prohibited from acting as a trustee of trust schemes in general.

    This Order is made under section 3(1)(c) Pensions Act 1995 (PA 95) and has the effect of removing the above-named individual from all or any schemes of which he is a trustee.

    By section 3A PA 95, when an individual who is a director of a company is prohibited from being a trustee of a trust scheme under section 3, that company is also so prohibited.

    By section 6 PA 95, any person who purports to act as a trustee of a trust scheme whilst prohibited in relation to the scheme under section 3 or 3A PA 95 is guilty of an offence and liable:

    •  on summary conviction to a fine not exceeding the statutory maximum, and
    •  on conviction on indictment to a fine or imprisonment or both.”

  2. Appendix 1 to this Determination Notice contains important information about the rights to refer this decision to the Upper Tribunal.

Signed:

Case Chair: Antony Townsend 

Dated: 7 July 2025 

Appendix 1

Referral to the Tax and Chancery Chamber of the Upper Tribunal 

You have the right to refer the determination to which this Determination Notice relates to the Tax and Chancery Chamber of the Upper Tribunal (“the Tribunal”). 

A reference to the Tribunal is made by way of a written notice signed by you or your representative on your behalf and sent or delivered to the Tribunal with a copy of this Determination Notice. The reference notice must be received by the Tribunal no later than 28 days after this Determination Notice is given to you, unless you obtain an extension from the Tribunal.

The Tribunal’s address is:

Upper Tribunal
(Tax and Chancery Chamber)
Fifth Floor 
Rolls Building
Fetter Lane
London
EC4A 1NL

Tel: 020 7612 9730

The detailed procedures for making a reference to the Tribunal are contained in section 103 PA 04 and the Tribunal procedure rules.

You should note that the Tribunal procedure rules provide that at the same time as sending or delivering a reference notice with the Tribunal, you must send a copy of the reference notice to The Pensions Regulator. Any copy reference notice should be sent to:

Determinations Panel Support 
The Pensions Regulator
Telecom House
125-135 Preston Road 
Brighton 
BN1 6AF

Tel: 01273 811852

Email: panelsupport@tpr.gov.uk

A copy of the form for making a reference, FTC3 “Reference Notice (Financial 
Services)” can be found at: http://www.gov.uk/government/publications/form-ftc3-reference-notice-financial-services 

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