FINAL NOTICE

ACTION

1. By way of an application dated 22 August 2014 (“the Application”) Auto Leasing
UK Limited (“Auto Leasing”) applied under section 55A of the Financial Services
and Markets Act 2000 (“the Act”) for Part 4A permission to carry on the regulated
activities of limited permission credit broking, consumer hire and broking vehicle
consumer hire agreements.

2. The Application is incomplete.

3. For the reasons listed below, the Authority has refused the Application.

SUMMARY OF REASONS

4. For the reasons set out herein, the Authority cannot ensure that Auto Leasing will
satisfy, and continue to satisfy, the threshold conditions set out in the Schedule 6
to the Act. Auto Leasing has failed to provide the information required by the
Authority. In particular, the Authority made repeated requests for information to
Auto Leasing and Auto Leasing has failed to respond.

5. By its Warning Notice dated 16 July 2015 (“the Warning Notice”) the Authority
gave notice that it proposed to refuse the Application and that Auto Leasing was
entitled to make representations to the Authority about that proposed action.

6. As no representations have been received by the Authority from Auto Leasing
within the time allowed by the Warning Notice, the default procedures in
paragraph 2.3.2 of the Authority’s Decision Procedure and Penalties Manual apply,
permitting the Authority to treat the matters referred to in its Warning Notice as
undisputed and, accordingly, to give a Decision Notice.

7. By its Decision notice dated 21 August 2015 (“the Decision Notice”), the Authority
gave Auto Leasing notice that it had decided to take the action described above.

8. Auto Leasing had 28 days from the date the Decision notice was given to refer the
matter to the Upper Tribunal (formerly known as the Financial Services and
Markets Tribunal). No referral was made to the Upper Tribunal within this period
of time or to date.

9. Under section 390 (1) of the Act, the Authority, having decided to refuse the
Application and there having been no reference of that decision to the Tribunal,
must give Auto Leasing Final Notice of its refusal.

10. Auto Leasing has failed to provide the information required by the Authority and,
in the absence of the information sought, the Authority cannot ensure that Auto
Leasing will satisfy, and continue to satisfy, the threshold conditions set out in
Schedule 6 of the Act.

DEFINITIONS

11. The definitions below are used in this Final Notice.

“the Act” means the Financial Services and Markets Act 2000

“the Authority” means the body corporate previously known as the Financial
Services Authority and renamed on 1 April 2013 as the Financial Conduct
Authority

FACTS AND MATTERS

12. The Application was received on 22 August 2014.

13. Further information was requested from Auto Leasing under section 55U(5) of the
Act. Details of all the communications between the Authority and Auto Leasing
are set out below:

i. On 10 December 2014 an email was sent by the Authority to Auto Leasing
requesting the firm to submit an individual controller form for an individual
previously confirmed by Auto Leasing as being a 50% shareholder in the
firm, and enquiring as to whether updates to Auto Leasing’s website, to
bring it into compliance with the new credit broking rules coming into force
from 2 January 2015, had been made. The firm was requested to provide
this information by 30 December 2014.

ii. On 2 January 2015, having received no response to the email of
10 December 2014, the Authority made a telephone call to Auto Leasing.

The Authority was advised that the principal was not available to speak to
the Authority and would be unavailable for the rest of the week.

iii. On 2 January 2015, the Authority sent an email to Auto Leasing. This email
restated the information request initially sent to Auto Leasing on
10 December 2014, and explained that the application was incomplete and
that the Authority would issue a Warning Notice to Auto Leasing if it did not
respond by 9 January 2015.

iv. On 12 January 2015, the Authority made a telephone call to Auto Leasing.
The call was not answered and a voice message was left advising that a
further email and letter would be sent in respect of the outstanding
information, and that Auto Leasing should either provide the information
requested or withdraw the Application if it was not ready to provide the
information to progress the Application.

v. Also on 12 January 2015, a letter was sent to Auto Leasing. A copy of the
letter was also sent to the firm by email on the same day. The letter
restated the information request initially sent to the applicant on
10 December 2014, and explained that the Application was incomplete and
that the FCA would issue a Warning Notice if the firm did not respond by
19 January 2015.

vi. On 21 January 2015, the Authority made a telephone call to Auto Leasing.
This call was answered but Auto Leasing’s principal was not available and
there was no opportunity to leave a message.

vii. Also on 21 January 2015, the Authority sent a letter by post and email to
Auto Leasing. The letter restated the information request initially sent to
Auto Leasing on 10 December 2014, and explained that the application was
incomplete and that the FCA would issue a Warning Notice if the firm did not
respond.

viii. The Authority received no response to the request for information sent to
Auto Leasing on 10 December 2014. The Authority has therefore not been
able to assess information which the Authority considers necessary to
enable it to determine the Application, including information which the
Authority requires to assess the fitness and proprietary of the individual for
which an individual controller form was requested.

ix. On 16 July 2015, the Authority gave Auto Leasing a Warning Notice by
which it proposed to refuse the Application and set out its reasons. Auto
Leasing neither made representations on that Notice nor did it withdraw the
Application within the requisite period.

14. The Authority received no response to any of the communications set out above.

IMPACT ON THRESHOLD CONDITIONS

15. The regulatory provisions relevant to this Final Notice are referred to in Annex A.

16. By virtue of Auto Leasing’s failure to provide the requested information and by its
failure to respond to the Authority’s communications, the Authority cannot ensure
that Auto Leasing will satisfy and continue to satisfy the following threshold
conditions:

i.
Threshold Condition 2C (Effective Supervision): Auto Leasing’s failures call
into question whether the Authority would be able to obtain (on an ongoing
basis) sufficient information about Auto Leasing and its activities such that the
Authority would be able to effectively supervise Auto Leasing; and

ii.
Threshold Condition 2E (Suitability): By failing to respond adequately or at all
to the Authority’s requests and correspondence, Auto Leasing has failed to
demonstrate it is ready, willing and organised to comply with the standards
and requirements of the regulatory system (including the need to be open and
co-operative with the Authority) and has failed to demonstrate that it is a fit
and proper person. It has also not been possible to determine whether Auto
Leasing’s controller is a fit and proper person.

17. On the basis of the facts and matters described above, in particular the failure to
provide the information sought, the Authority has concluded that it cannot ensure
that Auto Leasing will satisfy, and continue to satisfy, the threshold conditions in
relation to all of the regulated activities for which Auto Leasing would have
permission if the application was granted.

IMPORTANT NOTICES

18. This Final Notice is given under section 390 (1) of the Act.

19. Sections 391(4), 391(6) and 391(7) of the Act apply to the publication of
information about the matter to which this Notice relates. Under those
provisions, the Authority must publish such information about the matter to which
this Notice relates as the Authority considers appropriate. The information may
be published in such manner as the Authority considers appropriate. However,
the Authority may not publish information if such publication would, in the opinion
of the Authority, be unfair to you or prejudicial to the interests of consumers or
detrimental to the stability of the UK financial system.

20. The Authority intends to publish such information about the matter to which this
Final Notice relates as it considers appropriate.

Authority contacts

21. For more information concerning this matter generally, contact Sunil Thakar,
Manager, Credit Authorisations Divisions at the FCA (direct line: 020 7066 5996 /
email: sunil.thakar@fca.org.uk).

Graeme McLean
on behalf of the Regulatory Transactions Committee

ANNEX A – REGULATORY PROVISIONS RELEVANT TO THIS FINAL NOTICE

1. Section 55A(1) of the Act provides for an application for permission to carry on
one or more regulated activities to be made to the appropriate regulator. Section
55A(2) defines the “appropriate regulator” for different applications.

2. Section 55B(3) of the Act provides that, in giving or varying permission, imposing
or varying a requirement, or giving consent, under any provision of Part 4A of the
Act, each regulator must ensure that the person concerned will satisfy, and
continue to satisfy, in relation to all of the regulated activities for which the
person has or will have permission, the threshold conditions for which that
regulator is responsible.

3. The threshold conditions are set out in schedule 6 of the Act. In brief, the
threshold conditions relate to:

(1)
Threshold condition 2B: Location of offices

(2)
Threshold condition 2C: Effective supervision

(3)
Threshold condition 2D: Appropriate resources

(4)
Threshold condition 2E: Suitability

(5)
Threshold condition 2F: Business model

Relevant provisions of the Authority’s Handbook

4. In exercising its powers in relation to the granting of a Part 4A permission, the
Authority must have regard to guidance published in the Authority Handbook,
including the part titled Threshold Conditions (“COND”). The main considerations
in relation to the action specified are set out below.

5. COND 1.3.2G(2) states that, in relation to threshold conditions 2D to 2F, the
Authority will consider whether a firm is ready, willing and organised to comply
on a continuing basis with the requirements and standards under the regulatory
system which will apply to the firm if it is granted Part 4A permission.

Threshold condition 2D: Effective Supervision

6. COND 2.3.1A(1) states that the firm must be capable of being effectively
supervised by the FCA having regard to all the circumstances.

7. COND 2.3.3(1)G states that, when assessing whether a firm can be effectively
supervised, the FCA will take into consideration, among others, whether it is likely
the FCA will receive adequate information from the firm, and those persons with
whom the firm has close links, to enable it to determine whether the firm is
complying with the requirements and standards under the regulatory system for
which the FCA is responsible and to identify and assess the impact on its
statutory objectives; this will include consideration of whether the firm is ready,
willing and organised to comply with Principle 11 (Relations with regulators) and
the rules in SUP on the provision of information to the FCA.

Threshold condition 2E: Suitability

8. COND 2.5.1A(1)(d) states that a firm must be a fit and proper person having
regard to all the circumstances, including whether the firm has complied and is
complying with requirement imposed by the FCA in the exercise of its functions,
or requests made by the FCA, relating to the provision of information to the FCA
and, whether the Firm has so complied or is so complying, the manner of that
compliance.

9. COND 2.5.6(1)G provides that examples of the kind of particular considerations
to which the FCA may have regard when assessing whether a firm will satisfy and
continue to satisfy the Threshold Conditions include, but are not limited to
whether the firm has been open and co-operative in all its dealings with the FCA
(see Principle 11 (Relations with regulators)) and is ready, willing and organised
to comply with the requirements and standards under the regulatory system in
addition to other legal, regulatory and professional obligations.

Principles for Business

Under PRIN 2.1.1R, Principle 11 states that a firm must deal with the Authority in
an open and co-operative way, and must disclose to the Authority appropriately
anything relating to the firm of which the Authority would reasonably expect
notice.