Shawbrook Bank Limited · DRN-6199116

The complaint Mrs R and Mr R complain that Shawbrook Bank Limited (the “Lender”) has failed to take responsibility for the mis-selling of a timeshare, the purchase of which it financed in June 2014. What happened I issued a provisional decision on this complaint on 16 February 2026, in which I set out the background to this matter, and the conclusions I was minded to reach. A copy of my provisional decision is appended to and forms part of this final decision, so it’s not necessary for me to go over all the details again. However, to summarise very briefly: • Mrs R and Mr R bought a timeshare from a timeshare provider (the “Supplier”) on 24 June 2014, for £36,011. After trading in their existing timeshare holdings, there was a balance of £8,500 to pay, which was financed by a loan from the Lender. The loan was settled on 10 February 2016. • Mrs R and Mr R complained to the Lender in June or September 2023, seeking to find it responsible for mis-selling by the Supplier. They wanted their purchase to be reviewed, saying they had been pressured into buying the timeshare and that the Supplier had not had the correct regulatory permissions to arrange the loan. • After the Lender rejected Mrs R and Mr R’s complaint, they referred the matter to the Financial Ombudsman Service. At this point they added various other concerns they had about mis-selling by the Supplier. These included: o The Supplier being in liquidation. o The Supplier selling the timeshare to them as an investment. o Not being given a cooling-off period that was long enough for them to consider their purchase. o A commission being paid as part of the deal, which had made their credit relationship with the Lender unfair to them. In my provisional decision, I first needed to establish on what basis Mrs R and Mr R were complaining to the Lender, as this had not been articulated. I concluded they were bringing claims under Section 75 and Section 75A of the Consumer Credit Act 1974 (“CCA”), as well as a complaint that their credit relationship with the Lender had been rendered unfair to them within the meaning of Section 140A of the CCA. I then arrived at the conclusion that there were significant parts of the complaint that the Financial Ombudsman Service didn’t have the jurisdiction (power) to decide. The rest of the complaint, I didn’t think should be upheld. The full reasons are in the appended provisional decision, but I’ll summarise again here:

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• Mrs R and Mr R’s complaint that the credit relationship between them and the Lender was unfair to them, was not one the Financial Ombudsman Service had the jurisdiction (power) to consider, because it was brought too late. Our rules allowed Mrs R and Mr R to complain up to six years from the end of their credit relationship with the Lender (up to 10 February 2022), or up to three years from when they ought reasonably to have known they had cause to complain (if this gave them longer). o In this case, Mrs R and Mr R had complained after 10 February 2022, so I needed to establish if they only ought reasonably to have known that they had cause to complain at some point within three years of them making their complaint. o I concluded Mrs R and Mr R knew, or ought reasonably to have known, that they had cause to complain, by as early as December 2016. This was because there was evidence they were already exploring their right to complain at that time – they had appointed a claims manager by that point to represent them. • This meant I didn’t go on to consider any of the matters Mrs R and Mr R had mentioned which potentially made their credit relationship with the Lender unfair to them – specifically: o Any breach by the Supplier of the prohibition on selling timeshares as investments. o Being put under pressure to sign up for the timeshare or the loan. o A commission being paid by the Lender to the Supplier. • I didn’t think the Lender was wrong to fail to honour a claim from Mrs R and Mr R under Section 75 of the CCA, because their purchase had cost more than £30,000, and Section 75 didn’t apply to purchases above that value. • While Section 75A of the CCA did apply to purchases over £30,000, it only covered breaches of contract by the Supplier. The only allegation Mrs R and Mr R had made that appeared to be an allegation of breach of contract, was their observation that the Supplier was in liquidation. I concluded the Lender had not been unreasonable in failing to honour a claim for breach of contract, as while I could see some of the companies in the Supplier’s group had become insolvent, it appeared that members of the Fractional Club could still exercise their contractual rights to book accommodation with their points as normal. • Mrs R and Mr R had also complained about the Supplier not being authorised to arrange loans, but I didn’t think that complaint was well-founded because, having checked the relevant regulatory databases, I could see the Supplier had held the relevant authorisation to arrange loans at the Time of Sale. So, I didn’t think the complaint should be upheld. I invited the parties to the complaint to let me have any further submissions they wanted me to consider. The Lender said it accepted my provisional decision. Mrs R and Mr R did not reply. The case has now been returned to me to decide.

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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. Because neither party to the complaint has provided any further evidence or arguments for me to consider, and having considered all the evidence again, I see no reason to depart from the conclusions I reached in my appended provisional decision (and as summarised above): 1. Mrs R and Mr R’s complaint that the credit relationship between them and the Lender was unfair to them, is not one the Financial Ombudsman Service has the jurisdiction (power) to consider, because it has been brought too late.1 2. The rest of the complaint was not brought too late, but the Lender’s decision not to uphold it was not unfair or unreasonable because: a. Section 75 does not apply to the purchase in question. b. There’s insufficient evidence of a breach of contract by the Supplier which would make the Lender liable to Mrs R and Mr R under Section 75A. c. The loan was not arranged by an unauthorised credit broker. My final decision For the reasons explained above, and in the appended provisional decision, I do not uphold this complaint. Under the rules of the Financial Ombudsman Service, I’m required to ask Mrs R and Mr R to accept or reject my decision before 1 April 2026. Will Culley Ombudsman 1 While a decision on the Financial Ombudsman Service’s jurisdiction is not properly a matter for a final decision, I have included this so the parties to the complaint understand why I have not looked at the merits of this part of the complaint.

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COPY OF PROVISIONAL DECISION I’ve considered the relevant information about this complaint. Having done so, I’ve arrived at a set of conclusions which have a similar overall effect to those reached by our Investigator, but my reasons are different, so I need to give the parties to the complaint an opportunity to make further submissions before I finalise my decision. The deadline for both parties to provide any further comments or evidence for me to consider is 2 March 2026. Unless the information changes my mind, my final decision is likely to be along the following lines. If I don’t hear from Mrs R and Mr R, or if they tell me they accept my provisional decision, I may arrange for the complaint to be closed as resolved without a final decision. The complaint Mrs R and Mr R complain that Shawbrook Bank Limited (the “Lender”) has failed to take responsibility for the mis-selling of a timeshare, the purchase of which it financed in June 2014. What happened Mrs R and Mr R were existing customers of a timeshare provider (the “Supplier”), and on 24 June 2014 (the “Time of Sale”) they made a further purchase from the Supplier which is the subject of this complaint. On that day, they purchased 2,780 points in the Supplier’s “Fractional Club”. This entitled them to an annual allocation of points which could be used to book accommodation, and a share in the net sale proceeds of an apartment named on their purchase paperwork, at the end of their contract. I understand the total price of the purchase was £36,011, with a balance of £8,500 to pay after the trade-in of Mrs R and Mr R’s existing timeshare holdings with the Supplier. This balance was financed by a loan from the Lender (the “Credit Agreement”), which was arranged by the Supplier. The loan was settled early, on 10 February 2016. In either June or September 2023, Mrs R and Mr R complained to the Lender about the purchase. They said they had become aware of a recent judicial review in the courts, following which they understood they could ask for their purchase to be reviewed. Mrs R and Mr R suggested the reasons they wanted their purchase reviewed were because: • They had been pressured into purchasing the timeshare and taking the loan. • The broker which had arranged the loan didn’t have the correct regulatory permissions to arrange loans. The Lender rejected the complaint, prompting Mrs R and Mr R to write to the Financial Ombudsman Service for an independent assessment. When writing to us, they added the following mis-selling concerns relating to the timeshare: • The Supplier was now in liquidation.

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• The Supplier had sold the timeshare to them as an investment. • The cooling-off period they’d been given wasn’t long enough to consider their purchase. • A commission had been paid as part of the overall deal, making their credit relationship with the Lender unfair to them. One of our Investigators looked into the complaint, but didn’t think it should be upheld. Mrs R and Mr R appealed against his assessment, emphasising the timeshare had been sold to them as an investment and it had not turned out to be as advertised. The case has been passed to me to decide. What I’ve provisionally decided – and why I have considered all the available evidence and arguments to decide: 1. Whether the complaint (and to what extent) falls within the jurisdiction of the Financial Ombudsman Service; and (if relevant) 2. What’s fair and reasonable in all the circumstances of the complaint, for any parts of the complaint our jurisdiction permits me to consider. Having considered all the available evidence and arguments, my provisional conclusions are: 3. That Mrs R and Mr R’s complaint that the credit relationship between them and the Lender was unfair to them, is not one the Financial Ombudsman Service has the jurisdiction (power) to consider, because it has been brought too late. 4. That the rest of the complaint was not brought too late, but the Lender’s decision not to uphold it was not unfair or unreasonable. I’ll now explain why. My provisional findings on our jurisdiction to consider the complaint The rules which outline the complaints the Financial Ombudsman Service has jurisdiction to consider are set out in the Financial Conduct Authority’s Handbook, under the chapter named DISP, and these rules are therefore usually known as the “DISP rules”. DISP 2.8.2 R contains rules about how long a complainant has to bring a complaint. The relevant part of the rules says the following: “The Ombudsman cannot consider a complaint if the complainant refers it to the Financial Ombudsman Service: … (2) more than: (a) six years after the event complained of; or (if later) (b) three years from the date on which the complainant became aware (or ought

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reasonably to have become aware) that he had cause for complaint; Unless the complainant referred the complaint to the respondent or to the Ombudsman within that period and has a written acknowledgement or some other record of the complaint having been received; unless (3) in the view of the Ombudsman, the failure to comply with the time limits in DISP 2.8.2 R…was as a result of exceptional circumstances; or … (5) the respondent has consented to the Ombudsman considering the complaint where the time limits…have expired…” In short, this means that in order for me to be able to consider Mrs R and Mr R’s complaint, they need to have made their complaint within six years of the event which the complaint relates to or, if this gives them longer, within three years of when they became aware (or ought reasonably to have been aware) of their cause to complain, unless there are exceptional circumstances which prevented them from bringing their complaint earlier or the Lender has consented to the complaint being brought late (which it hasn’t in this case). In order to determine whether or not a complaint has been brought inside the relevant time limits, it’s necessary to define the “event” the complaint relates to. Mrs R and Mr R haven’t clearly articulated on what grounds they are seeking to find the Lender liable for the Supplier’s alleged misdeeds, but it’s apparent they are seeking to hold the Lender responsible on the grounds of connected lender liability. There are two general ways in which a Lender might be responsible where it finances a purchase like this, and they are via a claim made under Section 75 (or 75A) of the Consumer Credit Act 1974 (“CCA”), or because their credit relationship with the borrower(s) has been rendered unfair to the borrowers under Section 140A of the CCA, due to some act or omission by the Supplier (or the Lender itself). I’ve gone on to consider our jurisdiction based on Mrs R and Mr R’s complaint being brought on the grounds I’ve just articulated. As far as the complaint about the Lender’s failure to uphold a claim brought under Section 75 or 75A is concerned, the event is the Lender’s decision to decline the claim (or its failure to honour it). This decision was communicated on 9 January 2024, and the complaint was referred to the Financial Ombudsman Service shortly after this. So, I’m satisfied that this part of the complaint was made “in time” and, as I’ve not seen any other reason that it would fall outside of our jurisdiction, I will go on to consider its merits later in this provisional decision. Mrs R and Mr R’s complaint about the Lender’s participation in a credit relationship that was unfair to them under Section 140A of the CCA, requires a slightly different analysis. It’s now well established in the courts that a determination of whether or not a credit relationship complained of is unfair has to be made “having regard to the entirety of the relationship and all potentially relevant matters up to the time of making the determination” – which is the date of the trial in the case of an existing credit relationship, or otherwise the date the credit relationship ended. In practical terms, this means the event for the purposes of DISP 2.8.2 R was Mrs R and Mr R’s credit relationship with the Lender which was alleged to have been unfair, and this event

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was a continuous one which came to an end on 10 February 2016 when they settled the loan in question. The six-year time limit would therefore begin to run from that point. It’s not in dispute that the complaint was first made to the Lender, at the earliest, in June 2023. This was more than six years after 10 February 2016 and so the complaint was made too late under the six-year limb of DISP 2.8.2 R. That leaves the three-year limb of the rule, which could, in theory, give Mrs R and Mr R more time to make their complaint. The question which must be answered is whether Mrs R and Mr R complained within three years of when they became aware, or ought reasonably to have been aware, that they had cause to complain about the potential unfairness of their credit relationship with the Lender. I will say here that the matters which could give rise to an unfair credit relationship are potentially very broad, and Mrs R and Mr R only need to have been aware of one reason for the relationship to have potentially been unfair (or been in a position where they ought reasonably to have been aware of one reason) for the three-year clock to start. They wouldn’t get a further three years if they later discovered another reason why the credit relationship may have been unfair to them. Mrs R and Mr R also don’t need to have had actual, exact knowledge of their cause to complain to the Lender, to start the three-year clock running. They just need to have had constructive knowledge. What this means is that they need to have had sufficient information to be put on the path of discovering that the Lender had been responsible for something that had, or might have, gone wrong and caused them a loss. Bearing this in mind, to start the three-year clock, I think Mrs R and Mr R should reasonably have been aware, or been put on the path to discovering, that: 1. There was a problem with the lending or the timeshare. 2. The problem had caused them, or was causing them, a loss. 3. Someone else may have been responsible for this loss, through their actions or failure to act. 4. This someone else may have been the Lender. Having carefully read Mrs R and Mr R’s complaint, as well as documents supplied by the Lender, I think they ought reasonably to have been aware that they had cause to complain to the Lender by December 2016. This is for one key reason – which is that Mrs R and Mr R had appointed a claims manager to represent them by or before December 2016. I have seen a letter sent by this claims manager on their behalf that month, enclosing a power of attorney and, in essence, complaining of mis-selling of the timeshare. The letter was sent to the Supplier, not the Lender, but it’s apparent that Mrs R and Mr R were already dissatisfied with aspects of their purchase, and were exploring with a claims manager what rights they might have to complain. While they might not have known at this point that they had a right to complain to the Lender, they were clearly, in my view, on the path to discovering this. And they were already aware this point of potential reasons why the credit relationship may have been unfair to them – such as having been put under pressure to make their purchase. In light of the above, I am minded to conclude that Mrs R and Mr R had six years from 10 February 2016 to make their complaint to the Lender about the alleged unfair credit relationship, for it to have been made in time for the purposes of the Financial Ombudsman Service’s rules. The three-year limb of the rule does not give them any longer to complain. The complaint was not made within the relevant period of time, and so I must conclude that

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we do not have the power to consider the complaint about this, unless exceptional circumstances preventing Mrs R and Mr R from bringing the complaint in time. I asked Mrs R and Mr R if there had been any exceptional circumstances which had prevented them from complaining sooner, but I have not heard back from them. It follows that I’m minded to decide that Mrs R and Mr R’s complaint that their credit relationship with the Lender was unfair to them is not a complaint the Financial Ombudsman Service can consider. For the avoidance of doubt, this means I won’t be considering the following concerns – as they would most properly fall under the heading of “matters potentially making the credit relationship unfair”: • Any breach by the Supplier of the prohibition on selling timeshares as investments. • Being put under pressure to sign up for the timeshare or the loan. • A commission being paid by the Lender to the Supplier. I’ll now go on to consider the part of the complaint that falls within our jurisdiction – the matter of the Section 75/75A claim. Mrs R and Mr R’s Section 75/75A Complaint Section 75 of the CCA gives a borrower who has paid for goods or services with certain kinds of credit (such as the loan with the Lender) the right to make a “like claim” against the creditor in respect of any breach of contract or misrepresentation by the supplier of those goods or services, so long as certain conditions are met. One of the conditions which must be met is that the cash price of the item in question cannot be more than £30,000. In this case, the timeshare Mrs R and Mr R purchased cost over £30,000, meaning Section 75 protection did not apply to their purchase. Section 75A of the CCA allows for claims to be made in relation to larger purchases made with loans of the type provided by the Lender in this case, however it only covers breaches of contract, not misrepresentations. The only matter Mrs R and Mr R have mentioned which could be an allegation that the Supplier was in breach of contract, is their comment that the Supplier is in liquidation. My understanding is that some of the companies in the group of which the Supplier is a part, have gone insolvent. But it’s also my understanding that members of the Supplier’s timeshare clubs are still able to exercise their contractual rights to make bookings and take holidays as normal. So it’s difficult to see how the contract has been breached by the Supplier in a way which makes the Lender liable under Section 75A. In light of the above, I don’t think the Lender acted unfairly by failing to honour a claim under Section 75A of the CCA. Unauthorised Credit Broker This leaves Mrs R and Mr R’s concern that their Credit Agreement was arranged by a credit broker which didn’t hold the correct permissions from the regulator. It’s unclear what impact they think this has had on the Credit Agreement. I can see no reason why Mrs R and Mr R would have been aware that the broker which arranged the loan might not have been regulated, or appreciated the significance of that, so I

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don’t think they are too late to complain about this. However, having checked the external database of the regulator and our own internal records, I can see that the sales company which sold Mrs R and Mr R the timeshare, held what was called an “interim permission” to arrange loans in June 2014. While the Credit Agreement appears, confusingly, to name a different entity as the credit broker, this was one of the sales company’s trading names. So I’m satisfied the loan was arranged by a credit broker with the appropriate regulatory permissions. My provisional decision For the reasons explained above, I am currently minded to decide that: 1. The Financial Ombudsman Service does not have the jurisdiction to consider Mrs R and Mr R’s complaint that the credit relationship between them and Shawbrook Bank Limited was unfair to them under Section 140A of the CCA. 2. Shawbrook Bank Limited did not act unfairly or unreasonably by declining a claim brought by Mrs R and Mr R under Section 75A of the CCA. 3. The Credit Agreement was not arranged by an unauthorised credit broker. Will Culley Ombudsman

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