AJ Bell Securities Limited · DRN-6202811

The complaint Mr M complains that AJ Bell Securities Limited allowed him to purchase shares in a company that were mid-way through a corporate action event without forewarning him they were going to be delisted shortly thereafter. He also states that he received misleading information from them. What happened Mr M holds a Self-Invested Personal Pension with AJ Bell. The following timeline provides an overview of the chain of events linked to the BBGI Global Infrastructure S.A. corporate action and subsequent purchase of that stock that Mr M made within his pension that forms the background to this case: • 12 June 2025 - Acceptance deadline for the BBGI Global Infrastructure S.A. takeover. • 16 June 2025 – 14:15: Mr M purchased 2,231 BBGI shares. • 19 June 2025 – BBGI was delisted from the London Stock Exchange. • 21 June 2025 – Mr M explained to AJ Bell that he had recently purchased BBGI shares and requested confirmation that his trade had completed. He also asked whether he would receive the takeover cash proceeds and whether his shares in BBGI were registered before the cut-off date. • 21 June 2025 – Mr M followed up seeking clarity on redemption mechanics. • 24 June 2025 – Mr M chased for a response. • 24 June 2025 – AJ Bell stated the matter had been referred to their Corporate Actions team. • 25 June 2025 – AJ Bell confirmed the CREST event closed on 17 June 2025, with last instructions on 16 June 2025. • 27 and 30 June 2025 and 2 July 2025 - Mr M sent additional follow-up messages to AJ Bell. • 3 July 2025 – AJ Bell messaged Mr M to apologise as they thought they may have provided incorrect information. They said the offer had previously become unconditional, and the acceptance period had been brought forward. Consequently, the deadline for accepting the offer was 12 June 2025 and prior to his share purchase. They also said that the offeror had not yet announced any intention to compulsorily acquire the remaining shares and as such no payout could be expected. They said that as the shares had been delisted, there may be no opportunity to sell those shares in the future.

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Mr M contacted AJ Bell the same day; he said that he had placed the share purchase in good faith and explained he was unaware the acceptance period had closed by the time he purchased the shares and that his shares were untradable and delisted shortly after. He asked why the purchase had been permitted and that he was unhappy the risk of purchasing the shares hadn’t been made clear. He also asked about safeguards in place to prevent clients from unintentionally purchasing shares in similar situations. Mr M also asked what options were available to him to recover the value of his shares. • 9 July 2025 - AJ Bell replied, confirming that he was not included in any tender notification at the time that he purchased the shares as the purchase was after the record date for the corporate action event. The market closed on the election acceptance period the following day, after which no instructions were able to be inputted. AJ Bell explained that they are an execution only platform, meaning clients must make their own investment decisions based on their own research. They went on to say that the purchase of shares was at the consumer’s own risk and they did not provide notification of an upcoming corporate action when dealing. Information about the delisting was available through BBGl’s website several months prior to the delisting and AJ Bell had circulated this information to clients that held BBGI shares at the time. Trading wasn’t blocked as BBGI was still trading in the market and AJ Bell couldn’t do this in good faith as clients were still trading the holding. Unhappy with that outcome, Mr M raised a complaint the same day. He said, in summary, that AJ Bell had admitted to providing incorrect information which he relied on when seeking clarification on his position, they failed to safeguard customers by not providing a warning when purchasing the BBGI shares that the tender acceptance had passed and delisting was scheduled to occur. • 29 July 2025 - AJ Bell issued their final response letter, in summary, they said that they didn’t think they’d done anything wrong and said: • As an execution-only service, the responsibility lies with customers to conduct their own research on any investment they wish to purchase. • It’s not part of their process to provide information regarding ongoing corporate actions related to securities to customers who do not already hold the investment. Their terms and conditions state the consumer should carry out their own research. • AJ Bell would not block a holding from being traded due to an upcoming delisting, as there may still be liquidity in the market that their customers wish to utilise. • Information regarding BBGI Global Infrastructure S.A. was publicly published by the company months ahead of the delisting taking place. • On 3 July 2025, AJ Bell apologised for incorrect information that was previously provided, however this was an internal miscommunication, and no incorrect information was given to Mr M. They apologised for any confusion caused. • AJ Bell said although they didn’t support the complaint, they valued Mr M as a customer and offered £100 as a gesture of goodwill. Mr M replied to the final response letter on the same day, rejecting the outcome and referring to the FCA principle 6 – Treating customers fairly. AJ Bell responded on 30 July 2025, explaining that their position remained unchanged and referred to the terms and conditions and customer’s responsibility to complete research prior to trading.

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Mr M was unhappy with AJ Bell’s response, so he referred his complaint to this service. In summary, he said he was unhappy that they had allowed him to purchase 2,231 shares in BBGI Global lnfrastructure S.A. and should have made him aware of the delisting at the point of share purchase. He also felt that he had been misled by AJ Bell that his position might be valid or protected, only to be later told this was an internal mistake. To put matters right, Mr M wanted AJ Bell to pay him £3,199.70 (equivalent to the missed tender value that he would have received had the platform appropriately warned or restricted the trade). He would also like AJ Bell to review and reform their platform safeguards to prevent other investors being similarly exposed. The complaint was then considered by one of our Investigators. She concluded that AJ Bell hadn’t treated Mr M unfairly. However, Mr M disagreed with our Investigator’s findings. In summary, he said: • The Investigator’s view of the issue was too narrow. The decision focuses primarily on whether AJ Bell were obliged to notify him of corporate action details before he became a shareholder. That is not the essence of the complaint. • The complaint concerns AJ Bell permitting the purchase of BBGI shares on 16 June 2025 after the tender acceptance deadline had already passed, two days before delisting, without warning or restriction, followed by incorrect information regarding corporate action processing and eligibility, and a materially delayed correction. This is not a general notification case. It concerns the interaction between platform trading mechanics and a live, time-critical corporate action. • The 25 June 2025 secure message stated that instructions had been submitted on 13 June 2025 to avoid compulsory acquisition. That wording gave a reasonable impression that protective action had been taken and that his position might still fall within the corporate process. On 3 July 2025, AJ Bell reversed that position, stating that incorrect information may have been communicated and that no payout could be expected. This was not a minor clarification. It was a material contradiction regarding corporate action processing and eligibility. The Investigator’s characterisation of this as brief comfort understates the operational seriousness of providing incorrect corporate action information during a live event. • He did not consider it a reasonable or proportionate expectation in circumstances where the platform had operational visibility of the corporate action timetable, including that the instruction deadline had passed, delisting was imminent, and trading remained fully enabled without warning. Mr M stated that this was not ordinary market risk. It was a time-critical corporate action of which AJ Bell had operational knowledge and which directly affected eligibility and liquidity. The issue is not whether AJ Bell were required to provide investment advice, but whether it is reasonable for a regulated platform to provide incorrect information regarding corporate action processing and eligibility during a live event and subsequently minimise its significance. • From 21 June 2025 through to 3 July 2025, he sought clarity regarding his position and issued multiple follow-ups before a clear correction was provided. During that period, the shares had delisted, no clear position was confirmed and no remedial option was presented. The delay in providing definitive clarification materially limited any realistic opportunity to mitigate and resulted in a prolonged period of uncertainty at a time when the position had already delisted.

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Our Investigator was not persuaded to change her view as she didn’t believe Mr M had presented any new arguments she’d not already considered or responded to. Unhappy with that outcome, Mr M then asked the Investigator to pass the case to an Ombudsman for a decision. 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 have summarised this complaint in less detail than Mr M has done and I’ve done so using my own words. The purpose of my decision isn’t to address every single point raised by all of the parties involved. If there’s something I’ve not mentioned, it isn’t because I’ve ignored it - I haven’t. I’m satisfied that I don’t need to comment on every individual argument to be able to reach what I think is the right outcome. No discourtesy is intended by this; our rules allow me to do this and it simply reflects the informal nature of our service as a free alternative to the courts. My role is to consider the evidence presented by Mr M and AJ Bell in order to reach what I think is an independent, fair and reasonable decision based on the facts of the case. In deciding what’s fair and reasonable, I must consider the relevant law, regulation and best industry practice. Where there’s conflicting information about what happened and gaps in what we know, my role is to weigh up the evidence we do have, but it is for me to decide, based on the available information that I've been given, what's more likely than not to have happened. And, having done so, I’m not upholding Mr M’s complaint - I’ll explain why below. I think it would be useful to explain the nature of the relationship that Mr M has with AJ Bell. Mr M holds an execution-only dealing account, which means that he is not paying AJ Bell for advice, guidance or ongoing monitoring of his investments. The fee he pays is solely for AJ Bell to act as custodian of his assets and to execute the specific trading instructions he chooses to give them. AJ Bell is authorised by the Financial Conduct Authority (‘FCA’) only to provide non-advised, execution-only services and their regulatory permissions in this instance do not allow them to act as an investment manager or to make decisions on a customer’s behalf. Under this type of service, Mr M is responsible for researching, selecting and funding his own investments, choosing which markets to invest on and deciding when to buy, hold or sell. He is also responsible for keeping himself informed about any corporate actions or events affecting the investments he has chosen. While AJ Bell will typically try and pass on any relevant information when they’re able to do so, this isn’t guaranteed. Short timescales, market-driven deadlines or factors outside of AJ Bell’s control, such as the issuer or depository failing to provide timely or complete information can limit what can be shared. AJ Bell don’t provide advice or assess the suitability or ongoing appropriateness of Mr M’s portfolio, that’s his responsibility. AJ Bell’s responsibilities are limited to safeguarding the assets they hold on his behalf, accurately executing the instructions he provides and issuing communications about material events when they have the information and operational ability to do so. That means when he makes an elective decision to purchase an investment, AJ Bell’s responsibility is limited to acting on his instructions; so whilst the BBGI shares that he purchased on 16 June 2025 were already slated to be withdrawn from the market several days later, it wasn’t AJ Bell’s responsibility to stop him from making that transaction.

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I think it is also important to explain that AJ Bell’s regulatory permissions, as an execution-only provider, impose no duty to alert prospective purchasers to ongoing or imminent corporate actions. To do so would require AJ Bell to assess the appropriateness or timing of a customer’s trade, which would fall closer to an advisory or discretionary service. Execution-only firms are not permitted to intervene in this way. Their obligation is to execute the customer’s instructions accurately in a market that remains open for trading. So even though BBGI was within a corporate action timetable, AJ Bell wasn’t required to warn Mr M before allowing him to place his order. Whilst shares are often removed from the market, typically they’re traded right up to the point of cancellation as long as there’s sufficient liquidity in the market, which as I understand it, there was. I also think it is important to distinguish AJ Bell’s responsibilities from the behaviour of the wider market. BBGI shares remained tradeable after the record date because the issuer and the exchange had not suspended or cancelled trading at that point. Shares often continue to trade right up to the date of delisting provided there is still liquidity. AJ Bell cannot unilaterally block trading in a security that is still active in the market, and the fact that orders could be placed reflected the market status, not a discretionary choice by AJ Bell. In those circumstances, it wouldn’t have been reasonable or consistent with industry practice for AJ Bell to prevent Mr M from trading. And, as I’ve already explained, consumers are expected to have undertaken their research prior to purchasing the investment and it seems to me that Mr M was already well aware that BBGI were in the middle of a corporate event because he contacted AJ Bell only five days after his purchase, querying matters. Importantly, AJ Bell were not required to highlight the corporate event to Mr M because he purchased the stock after the record date and details of the corporate action were well publicised online. And in any event, AJ Bell say it’s not part of their process to provide information regarding ongoing corporate actions related to securities to customers who do not already hold the investment, which in my opinion, isn’t unreasonable. But in any event, AJ Bell aren’t responsible for the timeline of corporate action events, it’s simply their role to share those details with their consumers who hold that stock, as and when information becomes available. I do appreciate that Mr M states AJ Bell gave him inaccurate information about his holding but from what I’ve seen, they’ve apologised to Mr M because correspondence contained wording that could have caused confusion about the status of the takeover process, specifically regarding compulsory acquisition. In their message of 25 June 2025, AJ Bell said that they had referred to submitting instructions “to avoid compulsory purchase” which may have implied that compulsory acquisition was imminent, when the offeror had not announced any intention to use those powers, but their subsequent message clarified this point. And, whilst Mr M says that he took false comfort from that communication his next message some ten minutes later, expressed his concerns about his position. In light of the very short window involved here, I’m of the opinion that a simple apology was enough to remedy matters. Even if I were to accept that the wording of the 25 June 2025 message caused some initial confusion, it would not have changed the outcome of the corporate action. The acceptance window closed on 12 June 2025 and Mr M purchased the shares on 16 June 2025, meaning he was never eligible for the offer proceeds. No communication made after the trade, even if perfectly clear, could’ve created an entitlement that did not exist. So while the wording of AJ Bell’s message may not have been ideal, it didn’t cause Mr M to miss out on a financial benefit or materially disadvantage him. I therefore think in light of the relationship that Mr M had with AJ Bell, I can’t reasonably conclude that they’ve treated him unfairly. It was his responsibility to keep track of the

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investments within his account and ensure that he took the appropriate actions as and when needed. It therefore follows that I’m not upholding his complaint. I’ve also considered Mr M’s point that additional protections or warnings should apply because this was a time-critical corporate action. While I understand why he feels that way, the regulatory framework doesn’t impose heightened obligations on execution-only firms during corporate events. The customer remains responsible for understanding the implications of trading during such periods, and the firm’s role remains the same: to execute trades accurately and to pass on information to existing holders when operationally possible. A time-critical event doesn’t alter that division of responsibilities. I understand from AJ Bell that the liquidation is still under way and BBGI doesn’t have a timescale for when this will be complete. There is no available option at present for Mr M to sell his shares in the meantime. AJ Bell have asked BBGI to continue to keep them updated. AJ Bell will provide shareholders with any updates on the platform as and when they receive them. AJ Bell have offered Mr M £100 as a gesture of goodwill rather than as any admittance of wrongdoing. As I’ve not been able to conclude that AJ Bell have done anything wrong, I won’t be making an award in this instance but if Mr M does wish to accept AJ Bell’s offer, he should contact them directly. My final decision I’m not upholding Mr M’s complaint and it therefore follows that I won’t be instructing AJ Bell Securities Limited to take any further action. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr M to accept or reject my decision before 24 April 2026. Simon Fox Ombudsman

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