FINAL NOTICE

ACTION

1. By an application dated 15 May 2015, BN1 Cars Ltd (‘BN1 Cars’) 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;

a.
Limited Permission Credit Broking;

b.
Debt Adjusting (limited to the relevant credit activity); and

c.
Debt Counselling (limited to the relevant credit activity).

2. The Application is incomplete.

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

SUMMARY OF REASONS

4. By its Warning Notice dated 7 January 2016 (‘the Warning Notice’) the Authority gave
notice that it proposed to refuse the Application and that BN1 Cars was entitled to make
representations to the Authority about that proposed action.

5. As no representations have been received by the Authority from BN1 Cars 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.

6. By its Decision Notice dated 10 February 2016 (‘the Decision Notice’), the Authority
gave BN1 Cars notice that it had decided to take the action described above.

7. BN1 Cars 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.

8. 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 BN1 Cars
Final Notice of its refusal.

9. The Authority decided to refuse the Application and to give this Final Notice as BN1
Cars has failed to provide the information required by the Authority and, in the absence
of the information sought, the Authority cannot ensure that BN1 Cars will satisfy, and
continue to satisfy, the threshold conditions set out in Schedule 6 of the Act.

DEFINITIONS

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

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

“the Application” means the application referred to in paragraph 1 above

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

“the RTC” means the Authority’s Regulatory Transactions Committee.

“the Tribunal” means the Upper Tribunal (Tax & Chancery Chamber).

FACTS AND MATTERS

11. The Application was received by the Authority on 15 May 2015.

12. Further information was requested from BN1 Cars under section 55U(5) of the Act.
Details of all the communications between the Authority and BN1 Cars are set out
below:

a.
On 24 July 2015, BN1 Cars was asked to provide the following
information in support of the Application by 31 July 2015:

i. Confirmation of the firm’s estimated consumer credit income;

ii. A completed controller form for Sunny Hall; and

iii. Confirmation of what Kristian Meadows’ role is at BN1 Cars.

b.
The Authority had not received a response, so chased this information
by email on 31 July 2014. After a further week, the Authority had still not received
a response to its request for information.

3

c. On 12 August 2015, the Authority emailed BN1 Cars informing it that a failure to
provide the outstanding information would result in the Application being
determined based upon the information received to date, and that this might
result in a recommendation to the RTC that it issue BN1 Cars with a Warning
Notice proposing to refuse the Application. No response was received to this letter
by the stated deadline of 19 August 2015.

d.
On 19 August 2015 the Authority emailed BN1 Cars and extended the
deadline to 26 August 2015 to give BN1 Cars a further five working days to
respond. No response was received to this email by the stated deadline of 26
August 2015.

e.
On 27 August 2015 the Authority wrote to BN1 Cars at three different
addresses. The letter noted the lack of a response to the Authority’s previous
emails between 24 July 2015 and 12 August 2015, and reiterated that a failure to
provide the outstanding information would result in the Application being
determined based upon the information received to date. The letter again noted
that a failure to reply might result in a recommendation to the RTC that it issue
BN1 Cars a Warning Notice proposing to refuse the Application. The letter was
sent by Special Delivery, and following responses were received from the various
addresses:

i. BN2 7GA – returned as “addressee unknown”.

ii. BN45 7EE – returned by Shahram Moallemi & Co (BN1 Cars’

accountants) stating the correct address for BN1 Cars is BN3 3HZ.

iii. BN1 4QJ – signed for by “Meadows” on 28 August 2015 at 10.07am.

f. On 27 August 2015, BN1 Cars emailed the Authority stating “Sorry I be been

away, I'm not sure what you need. Please let me know again and I’ll get all
information over to you.” An email response was sent to BN1 Cars on the same
day confirming the information required. No response was received to the email or
letter by the stated deadline of 10 September 2015.

g.
On 16 September 2015, the Authority wrote to BN1 Cars at two
addresses, noting a lack of response to its previous emails and/or letters of 24
July 2015, 31 July 2015, 12 August 2015 and 27 August 2015. The letter also
reiterated that a failure to provide the outstanding information would result in the
Application being determined based upon the information received to date. The
letter again noted that this might result in a recommendation to the FCA’s RTC
that it issue BN1 Cars with a Warning Notice proposing to refuse the Application.
The following responses were received from the various addresses:

i. BN1 4QJ – returned as “addressee unknown”.

ii. BN3 3HZ – signed for by “Meadows” on 17 September 2015 at 10.55am.
No response was received to this letter by the stated deadline of 30
September 2015.

h.
On 7 January 2016, the Authority issued the Warning Notice to BN1
Cars. The Authority did not receive any response within the given timeframes.

i. On 10 February 2016, the Authority issued a Decision Notice to BN1 Cars.

j. On 11 February 2016, the Authority received a returned Warning Notice for BN1
Cars as “not called for”.

13. The Authority received no substantive response to any of the communications set out
above. The information provided by BN1 Cars in the Application and in these
communications has been insufficient to enable the Authority to determine the
Application.

IMPACT ON THRESHOLD CONDITIONS

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

15. 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
BN1 Cars will satisfy, and continue to satisfy, the threshold conditions in relation to all
of the regulated activities for which BN1 Cars would have permission if the application
was granted.

IMPORTANT NOTICES

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

17. 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.

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

Authority contacts

19. For more information concerning this matter generally, contact James O’Connell,
Manager, Credit Authorisations Division at the Authority (direct line: 020 7066 0228 /
email: james.oconnell@fca.org.uk).

Nicholas Mears
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.

Threshold condition 2C: Effective Supervision

5. COND 2.3.3G states that, in assessing the threshold condition set out in paragraph 2C
of Schedule 6 to the Act, factors which the Authority will take into consideration
include, among other things, whether it is likely that the Authority will receive adequate
information from the firm to determine whether they are complying with the
requirements and standards under the regulatory system for which the Authority 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 part of the Authority Handbook titled
Supervision regarding the provision of information to the Authority.

Threshold condition 2D: Appropriate Resources

6. 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.

7. COND 2.4.2G(2) states that the FCA will interpret the term 'appropriate' as meaning
sufficient in terms of quantity, quality and availability, and 'resources' as including all
financial resources (though only in the case of firms not carrying on, or seeking to carry
on, a PRA-regulated activity), non-financial resources and means of managing its

resources; for example, capital, provisions against liabilities, holdings of or access to
cash and other liquid assets, human resources and effective means by which to manage
risks.

8. COND 2.4.2G(2A) provides that, ‘non-financial resources’ of the firm include human
resources it has available.

9. COND 2.4.2G(3) states that high level systems and control requirements are in SYSC.
The FCA will consider whether the firm is ready, willing and organised to comply with
these and other applicable systems and controls requirements when assessing if it has
appropriate non-financial resources for the purpose of the threshold conditions set out
in threshold condition 2D.

Threshold condition 2E: Suitability

10. COND 2.5.2G(2) states that the FCA will also take into consideration anything that
could influence a firm's continuing ability to satisfy the threshold conditions set out in
paragraphs 2E and 3D of Schedule 6 to the Act. Examples include the firm's position
within a UK or international group, information provided by overseas regulators about
the firm, and the firm's plans to seek to vary its Part 4A permission to carry on
additional regulated activities once it has been granted that permission..

11. COND 1.3.3BG provides that, in determining whether the firm will satisfy, and continue
to satisfy, the FCA threshold conditions, the FCA will have regard to all relevant
matters, whether arising in the United Kingdom or elsewhere.

12. COND 1.3.3CG provides that, when assessing the FCA threshold conditions, the FCA
may have regard to any person appearing to be, or likely to be, in a relevant
relationship with the firm, in accordance with section 55R of the Act (Persons connected
with an applicant). For example, a firm's controllers, its directors or partners, other
persons with close links to the firm (see COND 2.3), and other persons that exert
influence on the firm which might pose a risk to the firm's satisfaction of the FCA
threshold conditions, would be in a relevant relationship with the firm.

13. COND 2.5.4(2)(a)G states that examples of the kind of general considerations to which
the FCA may have regard when assessing whether a firm will satisfy, and continue to
satisfy, threshold condition 2E includes, but are not limited to, whether the firm
conducts, or will conduct, its business with integrity and in compliance with proper
standards.

14. COND 2.5.4(2)(c)G states that examples of the kind of general considerations to which
the FCA may have regard when assessing whether a firm will satisfy, and continue to
satisfy, threshold condition 2E includes, but are not limited to, whether the firm can
demonstrate that it conducts, or will conduct, its affairs with the exercise of due skill,
care and diligence.

15. COND 2.5.6G 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, this threshold condition include, but are not limited to, whether the firm has
been open and co-operative in all its dealings with the FCA and any other regulatory
body (see Principal 11 (Relations with Regulators)) and is ready, willing and organised
to comply with the requirements and standards under the regulatory system.