Equiniti Financial Services Limited · DRN-6262505

The complaint Mr G complains that he was misled by Equiniti Financial Services Limited (“EFSL”) about when his instruction to sell shares would be carried out, causing him a financial loss. What happened Mr G was a member of his employer’s save as you earn share scheme, that matured in January 2025. He submitted his instruction to exercise his option to buy shares and immediately sell them on 27 March 2025 (a Thursday) and was expecting the instructions to be carried out the following Wednesday, 2 April 2025. However, it didn’t happen until 9 April 2025, and the share price had decreased in the interim, causing him a loss. Mr G complained, pointing to the terms and conditions issued by EFSL which he felt said the shares would be sold on the Wednesday following instructions being given. EFSL didn’t uphold his complaint on 11 April 2025, saying that there was a Frequently Asked Questions (“FAQ”) document that explained the deadline for each weekly sale is 6pm on each Wednesday, for the shares to be sold on the following Wednesday. Mr G remained unhappy and brought the complaint to our service and argued that the terms should be able to clearly explain the process. An investigator considered the complaint and found that another part of the Equiniti Group, Equiniti Limited, was responsible for the situation up to the shares being allotted to Mr G. She explained that Equiniti Limited don’t fall in our jurisdiction, so we can’t consider their actions. She said the shares were allotted on 9 April 2025, and that is when EFSL got involved, and as EFSL couldn’t sell the shares before they were allotted, she found they hadn’t done anything wrong. Mr G remained unhappy and so the complaint was passed to me for a decision. I issued a provisional decision on the complaint, as I found we could consider more of the events than the investigator had set out, and I gave my findings as follows: My provisional decision “I do broadly agree with the investigator that there are two businesses involved here and that EFSL is not solely responsible for everything that took place. However, I do consider them to be responsible for the clarity of communication issued by themselves, which includes the terms and conditions of the Share Sale Service. Mr G’s complaint revolves around the clarity of those terms, and I’m satisfied our service is able to comment on the situation in more detail than the investigator did. The terms say (bold is my emphasis): “Instructions received after 6pm on 31 December 2024 and before 9am on 10 January 2025 will normally be carried out on 10 January 2025; dealing will continue daily in this manner until 28 February 2025. The daily cut-off to submit your sale instruction is 9am each weekday. Instructions received after 9am on 28 February 2025 will then normally be carried out weekly each Wednesday until 8 July 2026 (subject to change to accommodate UK public holidays). Dealing is dependent on the shares having been allotted. The last day for receipt of instructions to use this dealing service is 30 June 2026.”

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In my view I can see why Mr G reasonably thought his instructions would be carried out on 2 April 2025 based on the above – he’d submitted his instructions on the Thursday prior to that date. EFSL has explained that this understanding is incorrect and admitted in their final response on 11 April 2025 that the terms could have been clearer. They say the FAQ makes the 6pm deadline and up to two-week timeframe clear, and the FAQ document is designed to be read alongside the terms. EFSL have a duty to give clear, fair and not-misleading information about their services, and in my view, the terms are not clear about how long it will take them to sell the shares, when the document is considered in isolation. However, that isn’t the only document or information Mr G was presented with when choosing to exercise his options on 27 March 2025. I reasonably need to take into account the other information he would have received, when considering whether he was given clear information in the round. EFSL has provided screenshots of the journey he’d have gone through on the website. According to the footer of those screenshots, investment services were being provided by EFSL, and employee scheme services were being provided by Equiniti Limited. The information presented was about both those services and so I consider it reasonable to conclude that EFSL is jointly responsible for the clarity of it. Once Mr G had chosen to buy shares at the option price, he was then presented with his choices and the first section, called ‘Information about choices’ said (bold is my emphasis): “By submitting an instruction I understand that: • My instruction cannot be changed and any investment choice is my own. • I will be buying the shares at 39.40p. • I have checked the current share price. • I have read and understood the terms, my maturity communication and the materials made available to me on the Reward Interchange pages including the FAQs and timetables. • I do not need to provide an instruction in advance of the maturity date. • My instruction will be processed once my plan maturity date is reached and in accordance with the timetable. • The share price may change between the date I provide my instruction and the date my shares are sold or transferred to me which can take a number of weeks.” This shows Mr G was made aware that there were details held outside the terms and conditions that would be relevant to his choices, and he said that he had read them. Therefore, their content is relevant to the knowledge Mr G had available to him when he chose what to do. After choosing to sell the shares immediately following allocation, the screenshots show that Mr G was presented with a declaration to agree to, prior to finally submitting the instructions. The declaration included the following: • “I understand the share price may change between the date I submit my instruction and the date of the transaction, which may be a number of weeks depending on when I submit my instruction. • I have read and understood my Sharesave maturity communications including the maturity choices, the FAQs and dates detailed in the timetables” I haven’t been given a copy of the timetable or the maturity communications, but I have been given the FAQs which said:

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"After 9am on 28 February 2025 the daily sale process will move back to a weekly sales process. The deadline for each weekly bulk sale is 6pm on each Wednesday, for the shares to be sold on the following Wednesday. If you miss the deadline your shares will be sold in the following allotment which could be up to two weeks away, and the share price could go down as well as up during this period” In my view that is clear that there could be an almost two-week timeframe for most sales to take place, especially if the instructions are given on a Thursday. So, while the terms are not clear, when read alongside the FAQs I do consider EFSL to have made sure Mr G had access to clear information in the round. As a result, I’m satisfied that Mr G was given enough information to make a fully informed decision about whether to sell the shares. Even if I am wrong on that, and the terms should be considered alone, I’d find them to be incorrect. My next step would be to decide what would have happened, had the error not occurred. If the error hadn’t occurred, then the terms would have been clear about the time frame and would have set out that it could take almost two weeks for the shares to be sold. So, I’d then consider what Mr G would have done had he been given that information in the terms – essentially whether he’d have still gone ahead with his election. It’s clear that Mr G would have been aware that the share price in the market wasn’t guaranteed – that’s the nature of shares and he was warned of this risk on the website. When placing his instructions, Mr G did so on the understanding that there would be six calendar days until the instructions were followed, and he was happy to take the risk that the share price might go against him in that time. There wouldn’t have been any way for him to know that the share price would go down between 2 April and 9 April 2025. In my view, based on the evidence I’ve seen, I’m satisfied he’d have been as happy to take the risk of the share price changing over 13 calendar days, as he was to take the six-day risk. So, I find it likely that he would have still placed his instructions on 27 March 2025 and so would have been in the same situation as he is now, had EFSL made sure their terms were clear. Overall, I’m satisfied that while EFSL’s terms could have been clearer, Mr G was given other clear information. I’m not convinced it would be reasonable to conclude that EFSL has caused Mr G financial loss in the circumstances.” Replies to my provisional decision EFSL confirmed they had nothing further to add in reply to the provisional decision. Mr G didn’t reply to the provisional decision by the deadline given. 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. Having done so, as I’ve not received any further submissions from the parties to the complaint, I see no reason to depart from the findings set out in my provisional decision (copied above) and I make them final. My final decision For the reasons given above, I don’t uphold Mr G’s complaint.

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Under the rules of the Financial Ombudsman Service, I’m required to ask Mr G to accept or reject my decision before 28 April 2026. Katie Haywood Ombudsman

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