We have decided to take no further action against Wellesley & Co Limited (WCL) after our investigation found no evidence of serious misconduct.
We announced the investigation into WCL in 2022 following Wellesley Finance Ltd (WFL), an unregulated entity, entering into a Company Voluntary Arrangement (CVA) with its creditors in October 2020.
At the time of WFL’s CVA, around 12,000 investors were owed £134.7m. About £80m has been returned to investors but, unfortunately, some investors have lost all that they invested.
The investigation's focus was whether investors had been given misleading information and defrauded by WCL. It found that the risks were fairly described to investors and there were no signs of fraud.
Background to the investigation
WCL promoted and arranged high-risk investments that related to property development. These products were not covered by the Financial Services Compensation Scheme (FSCS).
WCL was responsible for approving financial promotions used to market certain products to investors. There were other unregulated companies within the Wellesley Group.
The amounts returned to investors under the CVA varied according to the products held. While around 60% of the money invested has been returned, investors who received preference shares as part of the CVA lost all the money they invested. This accounts for about £10m of the total money owed to investors.
On 30 April 2025, WCL entered administration.
We launched an investigation into WCL, the only authorised entity in the Wellesley Group of companies, after concerns emerged through our supervision of the firm.
Investigation findings
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Our analysis looked at marketing materials, risk warnings and statements to check whether the investments were described in a clear, fair and non-misleading way. We also looked at references to the financial position of the Wellesley Group and other unregulated Wellesley companies.
The investigation found investors were clearly warned they could lose their money should they choose to invest, and that the products lacked FSCS coverage. WCL also warned investors about the risk of insolvency regarding the Wellesley companies and the underlying borrowers.
The investigation also reviewed over 30,000 banking transactions and the financial statements of Wellesley Group Investors Limited (WGIL) between January 2017 to April 2021. No evidence was identified to suggest that investor funds had been defrauded or otherwise misused.
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Therese Chambers, joint executive director of enforcement and market oversight at the FCA, said:
'We sympathise with investors who have lost money through their dealings with the Wellesley Group, and recognise some investors suspect wrongdoing.
'We conducted a thorough, in-depth, forensic investigation to get to today’s outcome. During this investigation we examined thousands of lines of banking data, hundreds of pages of marketing materials, as well as evidence from over 300 investors.
'We identified that the risks were fairly explained to investors and did not find evidence suggesting the funds were misused.'
Background
- WCL were restricted from promoting or arranging new investments in 2020[2]. We announced our investigation into WCL in 2022.
- WCL promoted and arranged these products: some issuances of the secured mini-bond, some issuances of a bond listed overseas and a Peer-2-Peer product.
- WCL required investors to confirm that they had read the investment documentation before investing.
- We confirmed the speculative mini-bond mass-marketing ban[3] in our policy statement[4] in December 2020.
- A CVA is an arrangement between a financially distressed company and its creditors, administered by an insolvency practitioner and subject to a creditor vote, to agree a repayment amount and schedule.
- 94% of creditors voted in favour of the CVA relating to Wellesley Finance Ltd.
- While we had no powers over the CVA, we worked to make sure all obligations under the CVA were met. Kroll, the insolvency practitioner who supervised the CVA, has confirmed that the terms of the CVA have been satisfied.
- As part of the CVA, investors either selected to receive preference shares, were auto-elected to receive preference shares, or opted for cash instead.
- 7% of the total money owed to investors equates to approximately £10m.
- The CVA was successfully completed in 2022.
- Damian Webb, Stephanie Sutton and Jack Plunkett of RSM UK Restructuring Advisory LLP were appointed as joint administrators when WCL went into administration[5].