Solium Capital UK Limited · DRN-6262531

The complaint Mr S complains that Solium Capital UK Limited (‘Solium’) has unfairly executed a share sale by causing avoidable delays, which in turn caused him to receive a lower sale price overall. What happened Mr S held a number of shares in a business I will call ‘B’, as part of an employee share save scheme. The administration of the scheme is undertaken by Solium. On 10 March 2025, 87,414.876 shares in B became available to Mr S. Upon logging onto his employee portal, Mr S placed a full sale order at £2.91 per share which commenced at 11:30am. This would have provided a total share sale price of £254,377.29 – as Mr S had expected the sale to complete instantly. However, a share sale for 18,847 shares was completed across frequent smaller tranches for the rest of the trading day, with the balance being returned to Mr S’s account. That day, Mr S called Solium but was told by its call handlers that system issues were preventing prompt execution of the B shares sale order. On logging into his account the following day, Mr S completed a further sale instruction (across five separate orders) and these all completed before the end of the trading day. Overall, Mr S received total net proceeds of £246,204.40. Mr S complained. He said that had Solium’s delays cost him the difference between the net proceeds he received and the full share sale at the correct price at £2.91 per share – which equated to £8,172.88 across the entire order. Solium was not able to provide a response to the complaint within eight weeks, so Mr S brought his complaint to this service. Solium later upheld the complaint in part in June 2025. It recognised Mr S may have been upset to discover that Solium could delay or hold orders in order to manage risk and impact on the market but this was in line with the terms of Mr S’ share scheme. Nonetheless, though it said it had acted fairly, it offered to pay Mr S to recognise the impact of that upset. Solium noted that Mr S refused its offer. One of our investigators reviewed the complaint but he didn’t think it should succeed. He felt the £150 offer was fair in circumstances where Mr S had expected his shares to sell instantly, and where the sale was staggered, the price per share had reduced across the course of the day. Despite this disappointment, he said Solium had acted in line with the terms and conditions for the scheme, as well as its wider regulatory obligations. Mr S disagreed with the investigator. He asked for the complaint to be referred to an ombudsman. He said, in summary: • During the telephone calls with Solium on 10 and 11 March 2025, it was suggested that the delay in executing his sale order was because of system issues, not because of the management of large trading volumes of B shares.

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• Even if he accepts Solium has discretion over the time it takes to execute large trades, he believes the sale across two days took far longer than could be reasonably expected in the circumstances. • Solium has delayed the sale to such an extent that its actions breached the principles set out by the Financial Conduct Authority (‘FCA’) in treating customers fairly. • Having checked relevant data, he notes that more than 75 million B shares were traded on 10 March 2025. With such elevated sales volumes, he believes Solium could have executed the transaction more quickly, in line with broader market activity. Since it didn’t do so, it caused him the identifiable financial loss. Solium didn’t have anything else to add. The complaint has recently been passed to me. 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 set out a summary of the background to Mr S’s complaint using my own words. And, in reaching my conclusions, I’ve focused solely on what I consider are the key issues in the complaint. Our rules allow me to take this approach; it simply reflects the nature of our service as a free alternative to the courts, and no discourtesy is intended by it. I assure Mr S and Solium that I’ve read and considered everything that’s been provided. Having done so, beyond directing Solium to pay the £150 compensation it has already offered Mr S relating to his customer service experience, I don’t consider it needs to do anything further to resolve the complaint. I’ll explain my reasons for this view below: • It’s important for me to point out that we do not act in the capacity of a regulator. That remit falls to the FCA, where it may look at wider issues governing how businesses conduct their operations or exercise what may be commercial judgement on the provision of a particular service. This service’s role is to investigate disputes and resolve complaints informally, whilst taking into account relevant laws, regulations and best practice. I note Mr S has referred to the FCA’s Treating Customers Fairly Principles including those set out at Principle 12, the Consumer Duty. For the reasons I’ll go on to explain, I haven’t seen objective evidence that Solium has acted contrary to its regulatory requirements. • I know Mr S feels that his calls to Solium point to the heart of the matter given he was told of system issues affecting his trade for that day. However, I don’t accord with that view. Whilst I agree that was frustrating for him, that points to the reasons why Solium’s customer service fell short for which it has offered him compensation (something I’ll award later in this decision, since it remains unpaid). • However, in respect of the loss Mr S is seeking to be compensated for, I cannot agree that Solium has acted unfairly or unreasonably such that it should be liable for the difference in share prices on the basis a hypothetical trade of 87,414.876 shares could have been executed in a single transaction at 11:30am on 10 March 2025. • I’m unable to share Solium’s commercial view of the market events relating to B shares on 10 March 2025, because some of its commercial information cannot be publicly shared in the context of a published decision. However, I am persuaded Solium had a fair explanation as to why it couldn’t complete the full trade for Mr S as requested.

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• On 10 March 2025, trading activity was particularly unstable due in part to global events relating to import and export tariffs overseas across the preceding weekend, which caused asset price drops, increased trading volumes and general volatility. And a significant number of shares became available on 10 March 2025 to B employees following a particular ownership event. This led to Solium receiving an unprecedented number of trades for B shares, with Mr S placing his order several hours into the trading day. • In order to minimise the market impact of this trading and to manage risk appropriately, Solium’s broker ensured that its B shares transactions never exceeded a defined percentage of the trading activity on the London Stock Exchange. I cannot repeat that cap here, but I am satisfied it was a reasonable limit. Consequentially, only a proportion of Mr S’ order could be executed, with the remainder returned to his share save scheme account because the order was only ‘good till’ the end of trading that day. • I am satisfied that Solium’s actions fell within the terms that apply to Mr S’ account. Those terms say at sections 9 and 13: “9 (a) You unconditionally and irrevocably authorize us to rely and act on any instruction given to us from time to time by yourself or your Company, as applicable, in relation to the Services ("Instructions") and to do any and all acts as we consider necessary or advisable to effect such Instructions. (b) Without limiting the foregoing, you understand, acknowledge and agree that [Solium’s] broker-dealer subsidiaries, their clearing firms (as applicable) and their respective routing counterparties (collectively, the “Execution Venues”), in routing and/or executing any orders you submit to us through the Platform or in connection with the Services, may, in certain jurisdictions, treat such orders as “not held” and thus exercise both time and price discretion, including using various order handling arrangements to exercise discretion and decision-making over routing and execution [my emphasis]. You hereby authorize the Execution Venues to treat your orders as “not held” and exercise time and price discretion and use various order handling arrangements to exercise discretion and decision-making over routing and execution with respect to such orders. (d) Upon the closing of or the placing of any restriction on your account (whether at your instruction or at our discretion), you shall bear the sole liability for any depreciation in the value of priced securities in the account due to market movement…’ • I have seen no objective evidence that Solium’s administration was unfair; it needed to balance its regulatory obligations to minimise market impact and trade in a way that maintained orderly markets alongside its obligations to fulfil client orders. Though (as Mr S has said) Solium may be able to typically execute orders within seconds or minutes of receipt in normal circumstances, these were abnormal circumstances. • The events of 10 March 2025 gave way to an extraordinary volume of market orders leading Solium to stretch those orders over a longer period of time. Had Solium executed all requests instantly, it could have pushed the market price down significantly and achieved a poorer outcome across all the orders it received. It follows that I do not find its actions unfair, nor do I believe that it caused Mr S the financial loss he has suggested.

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• Turning to the administrative issues, I agree that Mr S was inconvenienced by having to call Solium to understand why the trade wasn’t executed as he had expected only to be told there were system issues. And it took many weeks until Solium could explain all the relevant market factors causing the necessity to hold sale orders for B shares. I agree that Solium’s customer service caused concern to Mr S over a short term, and some compensation ought to be awarded for that. • What this service does is consider if a business has treated a customer unfairly because of actions or inactions. And if it has done so, we then go on to consider what ought to be done to put the mistake(s) right. As well as putting right any financial losses in a complaint (though there are none in this circumstance since I agree the sale was fairly executed in the prevailing market conditions), we also consider the emotional or practical impact of any errors on a complainant. Overall, I believe the proposed payment of £150 was reasonable in the circumstances where Solium’s actions in respect of the share sale – albeit reasonable - caused upset and frustration for Mr S when his expectations of an immediate full execution did not materialise. Putting things right I believe that Solium has taken reasonable steps to resolve the complaint, by apologising to Mr S and by offering to pay him £150 for the upset he had been caused by the impact of its commercial decision to hold sales of B shares on 10 March 2025. I think this offer is fair in all the circumstances. I note Mr S did not accept this offer. So, my decision is that Solium should pay £150 to Mr S, as it hasn’t been able to make that payment to him to date. My final decision For the reasons explained, I uphold this complaint in part. I do not uphold the complaint regarding Solium’s actions in the administration of the sale of Mr S’ B shares. However, for the reasons set out, I find that Solium’s offer to pay Mr S £150 as compensation for the impact of its customer service is reasonable in the circumstances. I direct Solium Capital UK Limited to pay Mr S £150. I make no other award. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr S to accept or reject my decision before 27 April 2026. Jo Storey Ombudsman

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