Shareholders Launch USD$4.6 Billion Legal Action Against FNZ Group And Its Directors

WELLINGTON, New Zealand, 28 July 2025 — A group of employee shareholders of FNZ, a global financial services and technology provider, have filed a USD$4.6 billion legal claim in the High Court of New Zealand against FNZ Group Limited and 17 of its current and former Directors.

The claim has been filed by Kiwi CayLP, which is a trustee entity representing a significant proportion of employee equity. The Plaintiffs claim they have been prejudiced through the dilution of their shareholding from the issuance of preference shares and warrants in FNZ on non-commercial terms during 2024 and 2025.

Prior to these raises, FNZ’s last publicly available valuation was approximately USD$20 billion, and therefore the estimated value of the shares held by Class B Shareholders, who represented 23% of the total equity, was approximately USD$4.6 billion.

The claim alleges the combined impact of these transactions enabled a select group of institutional and private equity investors to obtain a three-times multiple of their new capital in preference to employees. These shareholders in addition received substantial new equity through warrants, which were issued for negligible consideration.

It is alleged that these transactions had the effect of immediately transferring over USD$1.5 billion in value from employees to the institutional and private equity investors involved, over and above any capital raised. Furthermore, the transactions will have the effect that on exit, employee shareholders’ equity would be diluted to zero if FNZ was to be valued in a sale or IPO at less than USD$8.3 billion.

The claim alleges these transactions were approved by FNZ directors who carried significant conflicts of interest by also being employees and directors of the institutional and private equity investors who stood to benefit from these non-commercial transactions at the expense of FNZ employee shareholders.

The FNZ board includes representatives of major international financial institutions Caisse de dépôt et placement du Québec, Temasek and the Canada Pension Plan Investment Board, as well as private equity firms Generation Investment Management and Motive Partners.

The claim alleges that FNZ Group Limited, which is domiciled in New Zealand, and its Directors have breached the New Zealand Companies Act 1993, outlining 16 causes of action:

A) Four claims under s 174 of the Act that the affairs of a company have been conducted in a manner that is oppressive, unfairly discriminatory, or unfairly prejudicial to the plaintiffs with regard to each of the Fiat Transactions (respectively and, in the alternative, together);

B) Four claims under s 131 of the Act that the Directors have failed to act in good faith and in the best interests of the company with regard to each of the transactions;

C) Four claims under s 133 of the Act that the Directors have failed to exercise their powers for a proper purpose with regard to each of the transactions and;

D) Four claims under s 137 of the Act that the Directors have failed to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances with regard to each of the transactions.

Appendix: Background Information

FNZ operates in the savings, investment and wealth management sector globally, combining technology, infrastructure and asset custody & transaction services in a single state-of-the-art platform. It partners with over 200 financial institutions in 20 countries, who customise the platform for their customers, comprising over 12,000 independent financial advice firms and over 26 million retail investors, holding in aggregate over US$1.6 trillion in investment assets through the FNZ platform.

FNZ is the core technology, transaction and service platform underpinning the consumer investment offerings of well-known financial institutions that include firms such as Aberdeen, Allianz, Aviva, AXA, Barclays, BMO, BNZ, Colonial First State, FirstCape, Lloyds Banking Group, Munich Re ERGO, NAB, Nucleus, Quilter, Santander, Swedbank, Swiss Life, UOB and Vanguard.

The FNZ platform enables those institutions to fully digitise their offerings, significantly reduce costs to themselves and their clients and improve choice and personalisation for consumers across all demographic segments, including the mass savings and retirement market, affluent advised and high-net worth.

FNZ was founded in 2003 in New Zealand and grew over 20 years to a business that last year reported over US$1.6 billion in revenue and employed over 6,000 people, operating principally in Australia, Canada, Germany, New Zealand, the UK, Singapore, South Africa, Sweden. The UK is FNZ’s largest market, with over 60% of all UK platform assets advised and managed through a FNZ-powered platform, and FNZ customers such as Quilter, Aviva, Aberdeen, Lloyds and Nucleus leveraging FNZ capability to dominate inflows by financial advice firms into investment platforms in the UK.

The company has consistently attracted strong investment, including historically blue-chip private equity investors H.I.G. Capital and General Atlantic, as well as its current shareholders comprising institutional investors Temasek, Canadian pension funds CDPQ and CPP Investments, Generation Investment Management and Motive Partners, alongside around 2,700 current and former employees who own approx. 30% of the ordinary equity.

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