EGR Wealth Limited · DRN-6099887

The complaint Mr O invested in a bond investment which has lost all its value. Mr O holds EGR Wealth Limited (“EGR”) responsible for his losses because he says it should not have arranged for him to make that investment. What happened Mr O says he was cold called by an unregulated introducer who advised him to invest in a bond investment with Access Commercial Investors 4 Plc (“the Bonds”). EGR approved the Information Memorandum relating to that investment and it was referred to variously as that Company’s “Corporate Broker” and the Company’s “Appointed Distributor” and “Clearing Agent”. The Information Memorandum said that completed applications for the Bond were to be sent to EGR. And the Information Memorandum provided for a process under which applicants for the Bond could open an account with EGR. This process involved opening a platform account under which investments would be held with EGR’s custodian called Third Platform Services Limited (“TPS”). Mr O says the introducer logged all the information required to make the investment on EGR’s online portal. In September 2019 Mr O applied for the Bonds and applied for the EGR account and a Stocks and Shares Individual Savings Account (“ISA”) with TPS. The TPS ISA application form said that the applicant appointed EGR as “investment adviser to my ISA portfolio” and EGR’s logo was included at the bottom of the TPS ISA application form. Mr O invested £5,000 in the Bonds with funds transferred to the TPS ISA. Mr O signed an “Execution Only Application Form” for his account with EGR. The form is a version that included the words EGR May 2019 at the top of the first page. It included the following points: • Section 5 recorded that the source of the funds to be invested was “savings”. As well as stating whether the source of funds was from savings, inheritance, sale of property/investment, gift or other, EGR requested further details describing the source of wealth. The single word savings was entered into the box. • Section 6 said the following: 6. Additional Information Please confirm the following:

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(i) I have the necessary experience and knowledge in order to understand the risks involved in relation to the product offered or demanded * Please provide, in the section below: (i) information regarding your knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded * Information: • Section 7 included the following: “7. Investor Classification The purpose of the classification guidelines on the next few pages is to enable you to determine whether you are a suitable investor and which classification best describes you. The classification guidelines do not constitute investment advice. If you are still in doubt as to whether the any [sic] investment offered by EGR is right for you, even if you think you may be a permitted investor, you should seek independent advice from a person authorised by the FCA who specialises in advising on non-readily realisable securities.” The form was completed in a way that indicated Mr O was a “restricted investor” and he signed the section of the form agreeing to that categorisation. Restricted investor was described on the form as follows: “7.1 Restricted Investor: A certified restricted investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms: Restricted Investor Statement I make this statement so that I can receive promotional communications relating to non-readily realisable securities as a restricted investor. I declare that I qualify as a restricted investor because: (a) in the twelve months preceding the date below, I have not invested more than 10% of my net assets in non-readily realisable securities; and (b) I undertake that in the twelve months following the date below, I will

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not invest more than 10% of my net assets in non-readily realisable securities. I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-readily realisable securities.” • Section 8 of the form had two options for income payments. Mr O’s form was completed on the basis that income was to be “automatically reinvested into the security which has generated the income”. Neither the EGR application form nor the TPS ISA application form named the investment Mr O was applying to invest in. On 25 September 2019 EGR wrote to Mr O to confirm his ISA had been opened and his £5,000 received which would be invested in accordance with his instructions. On 1 October 2019 EGR wrote to Mr O to confirm his investment in the Access Commercial Investors 4 Plc fixed term Bond. It said interest was to be paid in June and December each year. It enclosed a contract note for the investment which recorded that “as agent” EGR had bought the Bonds for Mr O. The Information Memorandum for the Bond sets out that Access Commercial Investors 4 Plc’s goal was to offer alternative finance options to small and medium sized enterprises through lending, mainly in the UK but not limited to any geographic location. It also set out that it would offer secured and unsecured business loans, motor stock finance and property bridging loans. The Bond offered annual interest of 8.1%, paid out twice a year, and had a maturity date of 31 December 2022. Up to 7 million Bonds, at £1 each, were to be issued, and listed on the Emerging Companies Market of the Cyprus Stock Exchange (which is not a recognised stock exchange). Mr O does seem to have been allocated further Bonds for example just over £240 worth in January 2020. EGR has also said that Mr O was paid £600 (net of custody fees) interest. In September 2022 EGR notified its clients that Access Commercial Investors 4 Plc went into administration in August 2022. In June 2024 lawyers acting for Mr O wrote to EGR to make a complaint on his behalf. They made a number of points including: • Mr O made an investment through EGR on which he made losses. • Mr O was contacted by an unregulated introducer who advised him to invest in the Bonds. The introducer logged all the information required to make the application on EGR’s online portal. It did this for a number of investors and EGR will have been aware this was going on. • Mr O is not a high net worth or sophisticated investor. • The investment was not suitable for most retail investors. It was not suitable for Mr O

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and it should not have been sold to him. • The investment was essentially a Ponzi scheme and cannot have been checked properly by EGR. • EGR arranged the deal in which Mr O bought the Bonds. • EGR is responsible for the activities of the unregulated introducer under s.27 Financial Services and Markets Act 2000. • EGR should compensate Mr O for the losses he has suffered. EGR did not uphold Mr O’s complaint. It made a number of points including: • EGR did not advise Mr O. Nor was it required to. • EGR provided Mr O with the Information Memorandum for the Bonds. EGR’s obligations were limited to complying with rules in COBS 4.7 and COBS 10 which it did. • Mr O certified he was a restricted investor – so it was not necessary that he was either a sophisticated or high net worth investor. • EGR did request information relating to Mr O’s knowledge and experience and his understanding of the risks of the investment (COBS 10). Mr O understood the nature and risk of the investment, and that he might not get his money back. He also understood that any income was not guaranteed. And he understood EGR was not providing him with any advice and that he would not have Financial Services Compensation Scheme (FSCS) protection. • EGR was entitled to rely on the information Mr O provided in the absence of clear evidence of inaccuracy or incompleteness. • EGR is not responsible for Mr O’s losses and Mr O should accept responsibility for his decision to invest in the Bonds. Mr O referred his complaint to the Financial Ombudsman Service. One of our investigators considered the complaint. She thought it should be upheld. She made a number of points including: • The Bond was a non-readily realisable security. It was a complex investment. • The promotion of the investment was subject to COBS4.7.7R and the rule was complied with as Mr O did declare himself to be a restricted investor. • EGR did not, however, comply with the requirements of the COBS 10 rules relating to appropriateness. EGR could not reasonably have concluded from the information Mr O provided that the investment was appropriate given that the box for providing such information on the form had not been completed. • EGR did not attempt to obtain adequate insight from asking questions about Mr O’s past investment experience. • EGR should have warned Mr O about investing in the Bond and if it had he would not have invested.

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The investigator went on to explain how she thought EGR should put things right. EGR does not agree with the investigator, and it made a number of points in response including: • COBS 10 was not prescriptive as to the questions to be asked and/or the nature of the firm’s decision making on the question of appropriateness. • The rules were changed after the events in this case. New requirements should not be applied retrospectively. • “The key issue… is whether it was reasonable for EGR to take the view that [Mr O] would have been able to understand the risks involved in the proposed investment and if the investment may be appropriate. This would involve considering the information he provided as to his knowledge and experience, but also the extent to which the nature and risks of the investment were clearly set out.” • The nature of Access Commercial Investors’ business and the risks involved in the proposed investment were clearly set out and explained in the Information Memorandum. • Mr O can have been in no doubt as to the nature of the business he was investing into and the market for the relevant loan products. • The risks of the investment were repeatedly and clearly highlighted in the information memorandum. • Mr O confirmed the following in the application form: o His proposed investment of £5,000 came from savings. o He was a restricted investor and therefore would be investing less than 10% of his realisable assets in the investment. o He wished to achieve a high rate of return and understood and accepted that he would have to take more risk to do so. • EGR had a potential investor who: o Confirmed that he had relevant investment experience. o Confirmed that he was prepared to take a greater degree of investment risk in relation to an investment that would comprise less than 10% of his net assets; and o Confirmed that he understood the risks involved – which were very clearly set out in a comprehensible manner – and was happy to proceed on a non- advised basis. • COBS 10.2.2R. sets out certain pieces of information that could be raised with regards to experience and EGR did raise these, including as to the type of investment with which the client was familiar. • COBS 10.2.2R does not provide that an investment can only be suitable if the client had invested in similar investment products.

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• There was no requirement to probe into Mr O’s investment experience. And the bond was not complex. • EGR was correct to conclude that a modest investment into a higher risk bond would be appropriate. • Even if EGR had given Mr O a warning that it did not consider the investment appropriate it would have made no difference given that Mr O chose to invest after receiving all the warnings in the Information Memorandum. EGR would have had a discretion to allow him to invest (in such circumstances) and there is no automatic requirement not to allow him to do so. What I’ve decided – and why I’ve considered all the available evidence and arguments to decide what’s fair and reasonable in the circumstances of this complaint. I’ve considered all the points made by the parties. I do not however respond to all of them below. I will concentrate on what I consider to be the main issues. In considering what is fair and reasonable in all the circumstances of this complaint, I have taken into account relevant law and regulations; regulators’ rules, guidance and standards; codes of practice; and, where appropriate, what I consider to have been good industry practice at the relevant time. There is no evidence EGR advised Mr O to invest in the Bond. In the circumstances EGR was not under an obligation to ensure the investment was suitable for Mr O under COBS 9 in the FCA Handbook. EGR does however accept that it was under different obligations. It is not necessary for me to set out all the rules in detail as they are known to the parties but in summary EGR was subject to: • The requirement not to promote the Bond to Mr O unless certain conditions applied (COBS 4.7.7R). • Rules in COBS 10 relating to appropriateness. In this case Mr O’s application form was completed on the basis that Mr O was a restricted investor which is one of the categories of investor non-readily realisable investments (such as the Bond in this case) could be promoted to at that time under COBS 4.7.7R. COBS 10: The rules in COBS 10.2.1R and 10.2.2R at the time of Mr O’s application provided: COBS 10.2.1R (1) When providing a service to which this chapter applies, a firm must ask the client to provide information regarding his knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded so as to enable the firm to assess whether the service or product envisaged is appropriate for the client. (2) When assessing appropriateness, a firm must determine whether the client has the necessary experience and knowledge in order to

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understand the risks involved in relation to the product or service offered or demanded. COBS 10.2.2R The information regarding a client's knowledge and experience in the investment field includes, to the extent appropriate to the nature of the client, the nature and extent of the service to be provided and the type of product or transaction envisaged, including their complexity and the risks involved, information on: (1) the types of service, transaction and designated investment with which the client is familiar; (2) the nature, volume, frequency of the client's transactions in designated investments and the period over which they have been carried out; (3) the level of education, profession or relevant former profession of the client. In this case the EGR application form asked Mr O whether he agreed with the following: “I have the necessary experience and knowledge in order to understand the risks involved in relation to the product offered or demanded” Mr O’s application form is marked to indicate he did agree. The form also asked Mr O to provide: “information regarding your knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded” Mr O did not provide any information in the box on the form where that information was to be provided. There is nothing on the form to indicate that Mr O had refused to provide the information requested as such. The relevant box is just left blank. The investigator did point out, in her assessment of the complaint, that the information requested in section 6 of the form had not been provided. The response to the investigator from EGR’s lawyers included the following: “14 … EGR therefore had a potential investor who: a. Confirmed that he had relevant investment experience; b. Confirmed that he was prepared to take a greater degree of investment risk in relation to an investment that would comprise less than 10% of his net assets; and c. Confirmed that he understood the risks involved – which were very clearly set out in a comprehensible manner – and was happy to proceed on a non- advised basis. 15. It is not clear what else EGR could be expected to do to determine appropriateness and it was certainly reasonable for a firm faced with the above confirmations to take the view that a modest investment in a higher risk investment

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would be appropriate. COBS 10.2.2 sets out certain pieces of information that could be raised with regards to experience and EGR did raise these - including as to the type of investment with which the client was familiar. COBS 10.2.2 does not provide that an investment can only be suitable if the client invested in similar products, otherwise it would never be open for a client to diversify into other investment products - they would always be bound to the same type of investment.” So it is EGR’s position that it did enough to assess appropriateness in Mr O’s case. It seems to me that EGR may have confused Mr O’s case with other cases. In other cases I have seen section 6 of the EGR form included (albeit with erratic numbering that began with a 3 rather than a 6 and omitted 3.2) the following (which is from a form signed in December 2019): “3.1 Knowledge & Experience (i) Have you been in a position in a financial services firm which requires financial knowledge relevant to the investment instrument you wish to invest? [sic] (ii) Do you currently hold this investment instrument or one of a similar type? (iii) Have you made an investment in this type of investment instrument within the last twelve months? (iv) I have the necessary experience and knowledge in order to understand the risks involved in relation to the product offered or demanded 3.3 Knowledge & Experience Do you understand EGR have not provided any investment advice in respect of this transaction and the investment is not covered by the FSCS? Do you understand and accept that although a higher risk investment could result in higher returns, there is no guarantee and you may receive back less than you invested? Do you understand and accept that the interest payments or dividends are not guaranteed and may not be received?” Whether EGR is or is not confusing Mr O’s case with others, to be clear, those questions were not included in the version of the EGR form used in Mr O’s case. Whether or not those questions were sufficient to comply with the rules at the time of the events in this case is not something I need to decide here because the point is EGR did not ask Mr O those questions. When EGR asks what more it could have been expected to do to determine appropriateness in Mr O’s case, the answer is in the rules at the time of events in Mr O’s case. EGR should have asked: “…the client to provide information regarding his knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded” and it should have done this: “so as to enable the firm to assess whether the service or product envisaged is appropriate for the client.”

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And the FCA set out in COBS 10.2.2R - which the FCA has marked as a rule rather than as guidance - that information regarding a client’s knowledge and experience in the investment field includes information on: (1) the types of service, transaction and designated investment with which the client is familiar; (2) the nature, volume, frequency of the client's transactions in designated investments and the period over which they have been carried out; (3) the level of education, profession or relevant former profession of the client. So it is clear what more EGR could, and was expected to do. EGR in effect argues that there was enough information included in the application form and to be noted from Mr O’s conduct in applying for the Bond, after reading the Information Memorandum, for it to conclude the investment was appropriate. This argument is based largely on what EGR says is the clarity of the Information Memorandum. I do not say the Information Memorandum is irrelevant. But I do not accept that the Information Memorandum removes the obligation to obtain the information referred to in COBS10.2.1R and 10.2.2R in order for a firm to determine whether the client has the necessary experience and knowledge in order to understand the risks involved in the investment concerned. The Information Memorandum was a financial promotion approved by EGR. The approval of such promotions by a regulated firm is a normal practice and firms must ensure that the communication of a financial promotion is fair, clear and not misleading. Such promotions are required to make clear that a client’s capital is at risk if that is the case. So warnings in financial promotions are normal practice. And there was no rule at the time of the events in this case that said, for example, when a promotion of a non-readily realisable security has been approved by a regulated firm, or is otherwise fair, clear and not misleading, the rules in COBS 10 do not apply. The requirement that a promotion be fair, clear and not misleading and the rules relating to appropriateness are not alternatives. The COBS 10 appropriateness rules still apply where an Information Memorandum has been approved by a regulated firm and risk warnings are given in the Information Memorandum. The application form itself, in Mr O’s case, including the restricted investor declaration, gives little to no information about Mr O’s knowledge and investment experience in the investment field relevant to the Bonds. In my view the information in the form either in itself, or when viewed in combination with Mr O’s conduct in applying for the Bond after reading the Information Memorandum, did not give EGR enough information for it reasonably to determine whether Mr O had the necessary experience and knowledge in order to understand the risks involved in the Bonds. It is my view that in this case EGR failed to obtain information in order to assess whether the Bond was appropriate for Mr O, and it failed to carry out an assessment of whether the Bond was appropriate for Mr O. Was the Bond appropriate for Mr O? The rule requires EGR to determine whether Mr O had the necessary experience and knowledge in order to understand the risks involved in the Bond. The information Memorandum for the Bond included the following:

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“Access Commercial Finance was incorporated in England & Wales [in] 2014 … and is the holding company of the Issuer. ACF is authorised and regulated by the Financial Conduct Authority for Consumer Credit activity… ACF considers itself to be a creative alternative balance sheet lender that has originated a substantial and profitable portfolio of SME loans over a short space of time… ACF understands that experienced private and institutional investors, be they contemporary or traditional, are turning to alternative asset classes as part of a balanced portfolio, especially in light of the current low yield environment in the debt markets. ACF believes that the small and medium sized lending market offers significant opportunity for investors to earn high yields given the higher perceived ‘risk’ in this sector. There is a substantial gap being left open by traditional lenders, who are often constrained by regulation, a low risk appetite and complex internal processes. The Group has stepped into this gap which has benefited not just the organisation, but its investors and a large number of SME’s who were previously unable to access finance to grow their businesses… The Issuer has been incorporated to operate as a standalone special purpose vehicle issuing debt directly to borrowers on behalf of the Group. The loans provided to Borrowers by the Issuer will be business loans to companies or, if to sole traders, will be in excess of £25,000 and therefore outside the consumer credit regulations… Via the issue of the Bond, the Group allows investors the opportunity to participate and gain exposure to this new SME lending asset class. The Group actively engages with all types of investors, ranging from individual high net worth individuals to the more traditional investment houses, as well as partnering with banks to explore innovative solutions to meet their lending needs. … The Company’s goal is to offer alternative finance options to SMEs through lending, mainly in the UK but not limited to any geographic location.” It was explained in the Information Memorandum that the intention was for the Bonds to be listed in Cyprus and this warning was given on the first page of the Information Memorandum: “The E.C.M Market of the Cyprus Stock Exchange (“E.C.M.”) is an EU Multilateral Trading facility (MTF) which the Cyprus Stock Exchange (CSE) is licensed to operate by the Cyprus Securities and Exchange Commission (“CySEC”). While the CSE is a Recognised Stock Exchange for HMRC purposes, the E.C.M is a market on which securities do not meet the HMRC definition of ‘listed’ for the purposes of HMRC legislation or EU Regulation. Companies quoted on the E.C.M. and trading participants trading on the E.C.M. are only subject to the private rules stipulated in the rules of the Cyprus Stock Exchange (“CSE” Rules). Investors in the E.C.M are not protected by the legislation on market abuse, disclosure obligations and the supervision from financial authorities.” The Information Memorandum did include a warning that the Bonds had no established trading market and that one might never develop and that investors might not be able to sell their Bonds easily. Bearing all the above in mind I cannot agree that the investment was not complex. Nor do I

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think the risks involved in the investment were easily understood by a retail investor. The Bond Issuer was lending on money to others so it was difficult to assess the risk involved in the investment. And the Bond Issuer itself was referring to its activities as creative and to being involved in a “new SME lending class”. Also the Bond was to be listed on the Cyprus Emerging Companies Market which is likely to be unfamiliar to most retail investors. Mr O did indicate on the form he signed that he had the necessary experience and knowledge in order to understand the risks involved in relation to the investment he was applying for, but it is not obvious from the form that he had past experience with such investments or relevant education or professional experience to understand the risks involved with the Bond investment. Mr O has said he has no previous investment experience and/or professional experience and given his age and occupation at the time this seems plausible and reasonable, and I accept it was the case. I accept that Mr O may have thought he understood the risks involved but I do not consider that he did in fact have the necessary knowledge and/or experience of the investment field relevant to the Bond investment to understand the risks involved in the investment he was applying for. It is my view that if EGR had carried out an assessment of the appropriateness of the investment for Mr O – as it was required to do - it would have concluded the investment was not appropriate for him. Would Mr O have invested? COBS 10.3.1R at the time of Mr O’s application provided: (1) If a firm considers, on the basis of the information received to enable it to assess appropriateness, that the product or service is not appropriate to the client, the firm must warn the client. (2) This warning may be provided in a standardised format. EGR should therefore have provided a warning to Mr O to say that the investment was not appropriate to him under COBS10.3.1R. Although that warning could have been in standardised format the warning would have been to Mr O personally from the regulated firm EGR in response to his application and in the circumstances, in my view, this would have carried more weight than the warnings in the Information Memorandum. It seems to me more likely than not that Mr O would have thought a warning to him personally from the regulated firm involved in the application process was something serious and something to pay attention to. He was not an experienced investor, and his resources were limited. It is my view that if Mr O had received a warning from EGR he would have acted on that warning and he would have chosen not to make the investment EGR said was not appropriate for him. In all the circumstances It is my view that EGR was at fault in Mr O’s case and that he would not have invested in the Bonds but for the errors on the part of EGR. I consider it fair and reasonable that EGR compensate Mr O for the losses he has suffered on his investment. And I do not consider that Mr O completing the form on the basis that he said he understood the risks involved in the investment means that it would be unfair to require EGR to pay him that compensation. I also consider that the loss of Mr O’s £5,000 will have caused Mr O worry and distress. And I consider the distress and inconvenience he has been caused should also be taken into

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account by EGR when putting things right. Putting things right In assessing what would be fair compensation, I consider that my aim should be to put Mr O as close as possible to the position he would probably now be in if he had not made the investment. Mr O was interested in getting a better return on his savings but he was not really in a financial position to take risks with his money. I think it’s more likely than not that he would have realised this if EGR had warned him that the Bonds were not appropriate for him. It is not possible to say precisely what Mr O would have done differently. But I am satisfied that what I have set out below is fair and reasonable given Mr O's circumstances and objectives when he invested. What must EGR do? To compensate Mr O fairly, EGR must: • Compare the performance of Mr O's investment with that of the benchmark shown below and pay the difference between the fair value and the actual value of the investments. If the actual value is greater than the fair value, no compensation is payable. • EGR should also add any interest set out below to the compensation payable. • Pay Mr O £200 compensation for the distress and inconvenience caused by the loss of his investment. Income tax may be payable on any interest awarded. investment name Status Benchmark From ("start date") To ("end date") Additional interest Access Commercial Investors 4 Plc Bonds illiquid average rate from fixed rate bonds Date of investment Date of this final decision 8% simple interest from the date of this final decision to the date of payment (if not paid within 28 days of us notifying EGR of Mr O’s acceptance of this final decision.) Actual value This means the actual amount payable from the investment at the end date. Access Commercial Investors 4 is in administration, I understand. So, the actual value should be assumed to be zero. This is provided Mr O agrees to EGR taking ownership of the illiquid assets, if it wishes to. If it is not possible for EGR to take ownership, then it may

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request an undertaking from Mr O that he repays to EGR any amount he may receive from the Bond in future. Fair value This is what the investment would have been worth at the end date had it produced a return using the benchmark. To arrive at the fair value when using the fixed rate bonds as the benchmark, EGR should use the monthly average rate for one-year fixed-rate bonds as published by the Bank of England. The rate for each month is that shown as at the end of the previous month. Those rates should be applied to the investment on an annually compounded basis. Any additional sum paid into or added to the investment should be added to the fair value calculation from the point in time when it was actually paid in or added. Any interest from the Bonds should be deducted from the fair value calculation at the point it was actually paid so it ceases to accrue any return in the calculation from that point on. If there is a large number of regular payments, to keep calculations simpler, I’ll accept if EGR totals all those payments and deducts that figure at the end to determine the fair value instead of deducting periodically. Why is this remedy suitable? I have decided on this method of compensation because: • The average rate for fixed rate bonds would be a fair measure for someone who wanted to achieve a reasonable return without risk to his capital which is likely to have been Mr O’s approach after being warned the Bonds were not appropriate for him. • I consider this a reasonable benchmark that broadly reflects the sort of return Mr O could have obtained from investments suited to his circumstances and objectives. My final decision For the reasons given above, I uphold Mr O’s complaint against EGR Wealth Limited and direct it to pay him fair compensation as set out above. The compensation is to be paid to Mr O within 28 days of us notifying EGR Wealth Limited that Mr O has accepted this decision. If it is not, EGR Wealth Limited is to pay interest at the rate of 8% simple interest per year on the total compensation due from the date of this decision to the date of payment. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr O to accept or reject my decision before 28 April 2026. Philip Roberts Ombudsman

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