FINAL NOTICE

1.
ACTION

1.1.
The Financial Services Authority of 25 The North Colonnade, Canary Wharf, London

E14 5HS (the "FSA") gave Mr Christian Arthur Littlewood (“Mr Littlewood”) a

Decision Notice on 24 February 2012 (the “Decision Notice”) which notified him that

for the reasons set out below and pursuant to section 56 of the Financial Services and

Markets Act 2000 (the "Act"), the FSA had decided to make an order prohibiting him

from performing any function in relation to any regulated activity carried out by an

authorised person, exempt person or exempt professional firm on the grounds he is

not a fit and proper person (the “Prohibition Order”).

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1.2
Mr Littlewood has not referred the matter to the Upper Tribunal (Tax and Chancery

Chamber) within 28 days of the date of which the Decision Notice was given to him.

1.3
Accordingly, the FSA hereby makes an Order pursuant to section 56 of the Act. The

Prohibition Order takes effect from 7 June 2012.

2.
REASONS FOR THE ACTION

2.1.
The FSA has concluded that Mr Littlewood is not fit and proper to perform any

function in relation to any regulated activity carried on by any authorised or exempt

person or exempt professional firm because of his involvement in serious criminal

offences spanning the period 2000 to 2008. During this period Mr Littlewood was

employed at Dresdner Kleinwort Wasserstein Ltd (“DKW”) and at Shore Capital and

Corporate Ltd, part of Shore Capital Group plc (“Shore Capital”) in corporate finance

roles involving mergers and acquisitions. Mr Littlewood was an approved person at

both of these firms.

2.2.
On 8 October 2010 at Southwark Crown Court Mr Littlewood entered guilty pleas to

eight counts of insider dealing contrary to Part V of the Criminal Justice Act 1993.

These convictions demonstrate a lack of honesty and integrity and a serious and

sustained breach of trust by an approved person in a position of responsibility. On 2

February 2011 Mr Littlewood was sentenced to a custodial sentence of 3 years 4

months. In sentencing the Judge stated:

“The behaviour was deliberate and inevitably dishonest … your offending had a
significant impact to the overall confidence and integrity of the market …A
number of cases have been considered at this Court and I bear them in mind;
none are on the same scale in terms of seriousness and profit or culpability of
the central person.”

3.
RELEVANT STATUTORY AND REGULATORY PROVISIONS

Statutory provisions

3.1.
The FSA’s statutory objectives, set out in section 2(2) of the Act, are market

confidence, financial stability, the protection of consumers and the reduction of

financial crime.

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3.2.
The FSA has the power pursuant to section 56 of the Act to make an order prohibiting

an individual from performing a specified function, any function falling within a

specified description, or any function, if it appears to the FSA that that individual is

not a fit and proper person to perform functions in relation to a regulated activity

carried on by an authorised person. Such an order may relate to a specified regulated

activity, any regulated activity falling within a specified description, or all regulated

activities.

Fit and Proper Test for Approved Persons

3.3.
The purpose of the part of the FSA Handbook entitled Fit and Proper Test for

Approved Persons ("FIT") is to outline the main criteria for assessing the fitness and

propriety of a candidate for a controlled function. In this instance the criteria set out

in FIT are relevant in considering whether the FSA will exercise its powers to make a

prohibition order in respect of an individual in accordance with the Enforcement

Guide ("EG") paragraph 9.9.

3.4.
FIT 1.3.1G provides that the FSA will have regard to a number of factors when

assessing the fitness and propriety of a person, including the person’s honesty and

integrity. FIT 2.1.1G provides that, in determining a person’s honesty and integrity,

the FSA will have regard to matters including, but not limited to, those set out in FIT

3.5.
FIT Section 2.1.3G(1) indicates that in determining a person’s honesty, integrity and

reputation, the FSA will have regard to matters including whether the person has been

investigated for, or convicted of, any criminal offence. It goes on to say that particular

consideration will be given to offences of dishonesty, fraud, financial crime or other

offences under legislation relating to banking and financial services, companies,

insurance, consumer protection, money laundering, market manipulation or insider

dealing.

3.6.
FIT 2.1.3G refers to various matters, including: whether the person is or has been the

subject of any proceedings of a disciplinary or criminal nature, or has been notified of

any potential proceedings or of any investigation which might lead to those

proceedings (FIT 2.1.3G(4)); whether the person has contravened any of the

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requirements and standards of the regulatory system (FIT 2.1.3G(5)); whether the

person has been dismissed, or asked to resign and resigned, from employment or from

a position of trust, fiduciary appointment or similar (FIT 2.1.3G(11)) and whether, in

the past, the person has been candid and truthful in all his dealings with any

regulatory body and whether the person demonstrates a readiness and willingness to

comply with the requirements and standards of the regulatory system and with other

legal, regulatory and professional requirements and standards (FIT 2.1.3G(13)).

3.7.
The FSA's policy in relation to the decision to make a prohibition order is set out in

Chapter 9 of EG. Extracts from Chapter 9 of EG are set out in Annex A.

3.8.
EG 9.1 explains the purpose of prohibition orders in relation to the FSA’s regulatory

objectives.

3.9.
EG 9.4 describes the scope of the FSA’s power to make prohibition orders: they may

be unlimited or they may be limited to specific functions in relation to specific

regulated activities, depending on the reasons why the individual is not fit and proper

and the severity of the risk he poses to consumers or the market generally.

4.
FACTS AND MATTERS RELIED ON

4.1.
Between 12 October 1998 and 30 March 2008 Mr Littlewood was employed by the

investment bank DKW. Mr Littlewood was registered with the Securities and Futures

Authority from November 1998 to November 2001 to carry out functions in relation

to securities. From 1 December 2001 to 16 January 2003 he was an FSA Approved

Person holding Controlled Function CF21. From 16 January 2003 to 31 October 2007

he held Controlled Function CF23 and from 1 November 2007 to 21 December 2007

he held Controlled Function CF30. Between 11 August 2008 and 28 April 2009, Mr

Littlewood was employed at Shore Capital, and held Controlled Function CF1 and

Controlled Function CF30 between 16 September 2008 and 28 April 2009.

4.2.
As a result of his employment in both of these companies, Mr Littlewood had

legitimate access to confidential, specific or precise information which, had it been

made public, would have had a significant effect on the share price (“inside

information”). On a number of occasions during this employment, he instigated a

course of conduct that involved inappropriate disclosure of inside information to his

wife Angie Littlewood a.k.a. Siew-Yoon Lew a.k.a. Angie Lew (“Mrs Littlewood”)

and, through her, to a Singaporean national Mr Helmy Omar Sa’aid (“Mr Sa’aid”),

who was a friend of Mrs Littlewood.

4.3.
Mrs Littlewood used the inside information obtained through her husband’s position

to facilitate the placing of trades in eight separate stocks by herself or by Mr Sa’aid,

on multiple occasions, just prior to announcements to the market. As a result of these

trades, Mr Littlewood, his wife and Mr Sa’aid made profits of around £590,000.

4.4.
Mr Littlewood held a position of responsibility and trust at both DKW and Shore

Capital and as an Approved Person had a clear understanding of the prohibitions on

the use of inside information. He received extensive training on the subject of market

abuse and insider dealing. Mr Littlewood circumvented the personal account dealing

rules and compliance function at DKW and Shore Capital when he failed to declare

his wife’s trading.

4.5.
Mr Littlewood persisted in his course of conduct after his wife received a letter

addressed to her in her maiden name from the FSA inquiring about her trading in

2005. He and his wife then modified their behaviour to seek to avoid detection in that

Mrs Littlewood ceased trading personally and Mr Sa’aid became the sole trader for

the joint enterprise.

4.6.
Mr Littlewood provided a false statement to the FSA in the course of the

investigation. The statement was signed and contained a declaration of truth. Mr

Littlewood has acknowledged that the contents were untrue through his guilty pleas.

4.7.
Mr Littlewood engaged in a serious and sustained course of criminal insider dealing

over a nine year period which was only brought to an end by his arrest on 31 March

2009.

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5.
REPRESENTATIONS, FINDINGS AND CONCLUSIONS

Representations

5.1.
Mr Littlewood did not avail himself of the opportunity to make oral representations

nor did he submit anything that he characterised as ‘written representations’.

However the FSA deemed some of the correspondence sent to it by Mr Littlewood to

constitute written representations and thus these were considered by the Regulatory

Decisions Committee (“RDC”).

5.2.
Mr Littlewood did not seek to suggest that he had entered his guilty pleas in error and

there was no suggestion that he would be seeking to challenge his convictions.

Nonetheless Mr Littlewood sought in his representations to dissuade the FSA from

taking the action set out in this notice as he argued that it was inappropriate and unfair

to proceed against him at this time. Furthermore he sought to argue that it would not

be appropriate to impose upon him a prohibition order in the terms set out in

paragraph 1.1.

5.3.
Mr Littlewood contended that the FSA should not bring regulatory proceedings

against him whilst confiscation proceedings before the criminal court were ongoing.

He submitted that as an indication had been given by the FSA that regulatory

proceedings would await the resolution of the criminal proceedings it was unfair and

precipitous of the FSA to have instituted this action whilst matters still had to be

resolved. Furthermore he argued that it was also otiose for the FSA to seek to prohibit

him whilst he remained incarcerated.

5.4.
In addition to arguing that the FSA should not proceed, when he felt that to do so ran

contrary to an indication that he had previously received, Mr Littlewood also

contended that the FSA had made the process unfair in other ways. He submitted that

he was unable to properly engage with the process because his attentions were

focussed upon the confiscation proceedings. Moreover one of the consequences of

the lack of resolution to the confiscation proceedings was that his assets were still

restrained. This in turn meant that he was unable to retain legal representation to act

for him in these regulatory proceedings. He complained that without the time to focus

on this action and without legal representation it was impossible for him to be able to

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submit adequate representations which would present a proper challenge to the FSA’s

case against him.

5.5.
Mr Littlewood argued that as well as being unable to submit meaningful

representations he was also not able to make oral representations. He submitted that

he was unable to make worthwhile oral representations for the same reasons that he

was unable to submit written representations, whilst he also complained about the

difficulties he faced in trying to make oral representations when he is currently

incarcerated. Mr Littlewood concluded that the conduct of the RDC in dealing with

these issues had demonstrated that it had already pre-judged the issue and that the

RDC was biased towards the Enforcement and Financial Crime Division.

5.6.
The principal focus of Mr Littlewood’s representations was upon why it was not

appropriate for the FSA to continue with the regulatory proceedings at this time.

However he also addressed the appropriateness of the sanction though he only did so

having added the caveat that his representations on this subject were necessarily

limited as a consequence of the difficulties he faced in engaging with the process. Mr

Littlewood submitted that it would be inappropriate to impose on him a prohibition

order drafted in such wide terms. He argued that it was both unnecessary and also

that it would be unfair to impose such an order as this would have the effect of

preventing him from earning a living at some point after his release from prison.

5.7.
Alongside the foregoing, Mr Littlewood raised other matters which have not been set

out here as they are not relevant to the matters set out in this notice or the decision to

give this notice to Mr Littlewood.

5.8.
In the light of his admitted misconduct the FSA concludes that Mr Littlewood is not a

fit and proper person. The FSA reaches this conclusion having taken into account

both the mitigating and aggravating features of his misconduct. The FSA

consequently finds that it is appropriate to impose upon Mr Littlewood the Prohibition

Order which is set out in paragraph 1.1 notwithstanding the impact that this may have

upon Mr Littlewood’s future earning capacity and regardless of the fact that the FSA

is not seeking to impose a prohibition order on Mr Sa’aid who is now resident outside

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of this jurisdiction. In coming to this finding the FSA rejects Mr Littlewood’s

representations that it would be unfair to take this action.

5.9.
The FSA does not consider that it is obliged to await the resolution of the confiscation

proceedings before bringing this regulatory action. The FSA notes that Mr Littlewood

is incarcerated and that consequently he currently poses a limited risk to market

participants and the wider public. Nonetheless the FSA considers that it is appropriate

to take action at this time having reached the conclusion that Mr Littlewood is not a fit

and proper person and that it is appropriate to impose a prohibition order upon him.

The FSA considers that when deciding to take this action it will not be making

findings which could be inconsistent with any conclusions which may be made by the

court when it finally resolves the confiscation proceedings, because the FSA’s

regulatory action is solely reliant upon Mr Littlewood’s pleas of guilty and the facts

underlying those guilty pleas. Therefore the FSA considers that as the confiscation

proceedings are irrelevant to this action it is appropriate to take this action now.

5.10. Additionally the FSA notes that because of the freezing of his assets, which is a

consequence of an order made in the course of the ongoing confiscation proceedings,

Mr Littlewood has been unable to retain legal representation in these regulatory

proceedings, though he has had the benefit of representation in the confiscation

proceedings. The FSA rejects Mr Littlewood’s submissions on this point because the

FSA does not consider that it would be appropriate to delay this process until he is

able to pay to instruct legal representation. The FSA considers that as this is an

administrative process the subject of the proceedings does not have a right to legal

representation and therefore whilst the FSA will attempt to accommodate reasonable

requests made by the subjects of regulatory proceedings to facilitate the involvement

of legal representation, the RDC considers that in Mr Littlewood’s case it would be

inappropriate to adjourn these proceedings when he has had ample opportunity to

consult with lawyers about this matter and whilst it remains unclear when he might

instruct legal representation.

5.11. Furthermore the FSA also rejects Mr Littlewood’s other representations concerning

the fairness of the process. The FSA considers that it is not unfair to take this action

whilst the confiscation proceedings are still to be concluded. The FSA does not

consider that Mr Littlewood has been prevented from engaging with these regulatory

proceedings by the ongoing confiscation proceedings regardless of whether or not he

has retained lawyers to act for him in this matter. Instead the FSA considers that Mr

Littlewood has demonstrated through his correspondence that he has the capacity to

deal with this matter.

5.12. Moreover the FSA considers that it has made all reasonable efforts to afford Mr

Littlewood the opportunity to engage with the process. The FSA notes that a

considerable period of time has elapsed since he was given the Warning Notice. The

FSA considers that in this time Mr Littlewood would have been quite able to prepare

any representations in response to the Warning Notice had he been inclined to do so.

The FSA also finds that as a consequence of the various delays in this matter Mr

Littlewood has had ample opportunity, despite being in prison, to ensure that he was

able to make oral representations either by presenting these in person or via some

other medium.

5.13. The FSA also rejects the submission that the RDC has acted unfairly. The FSA

denies that the RDC had decided this matter before having heard from Mr Littlewood

and the FSA also denies that the RDC has demonstrated a bias towards the

Enforcement and Financial Crime Division.

5.14. As a consequence of the foregoing findings the FSA rejects the submission that Mr

Littlewood has suffered any unfairness in the course of this process and consequently

the FSA finds that it is appropriate to impose a prohibition order upon Mr Littlewood

in the light of the finding that he is not a fit and proper person.

5.15. The facts, matters and findings described above lead the FSA to the following

conclusions:

(1)
Mr Littlewood has been convicted of criminal offences involving dishonesty of

such seriousness as to justify a lengthy custodial sentence;

(2)
Those convictions, and the admitted conduct which gave rise to them, go

directly to impugn Mr Littlewood’s honesty, integrity and reputation and

therefore to demonstrate that he is not a fit and proper person to perform any

function in relation to any regulated activity carried on by any authorised

person; and

(3)
The FSA considers that because of the nature and seriousness of Mr

Littlewood’s misconduct, and the severity of the risk he poses to confidence in

the market generally, it is appropriate for the FSA to exercise its powers to make

the prohibition order against Mr Littlewood. Further analysis of this sanction is

set out below.

6.
ANALYSIS OF THE SANCTION

6.1.
In deciding to take the action set out at paragraph 1.1 above, the FSA has considered,

amongst other things, the seriousness and nature of Mr Littlewood’s conduct and the

likely effect of the action on him.

6.2.
The FSA considers the following to be mitigating factors:

(1)
Although Mr Littlewood did not admit his guilt in interview or during the FSA’s

investigation, he did enter guilty pleas on 8 October 2010, some seven months

after charge; and

(2)
No previous regulatory action has been taken against Mr Littlewood by the FSA.

6.3.
The FSA considers that the seriousness of Mr Littlewood’s criminality was

aggravated by the following factors:

(1)
That he engaged in this misconduct in breach of his position of trust; and

(2)
The length of time during which he engaged in this misconduct; and

(3)
That he was an FSA Approved Person.

6.4.
The FSA’s effective use of the power to prohibit individuals who are not fit and

proper from carrying out functions in relation to regulated activities helps the FSA to

work towards its statutory objectives.

6.5.
The FSA has concluded that Mr Littlewood’s convictions and the admitted conduct

that gave rise to them demonstrate a lack of honesty and integrity such that he is not a

fit and proper person to perform any function in relation to any regulated activity

carried on by any authorised person. Therefore the FSA has concluded that it is

appropriate to impose upon Mr Littlewood a prohibition order which prohibits him

from performing any function in relation to any regulated activity carried on by any

authorised or exempt person or exempt professional firm on the grounds that Mr

Littlewood is not a fit and proper person.

7.
DECISION MAKERS

7.1.
The decision which gave rise to the obligation to give this Final Notice was made by

the Regulatory Decisions Committee.

8.
IMPORTANT

8.1.
This Final Notice is given to Mr Littlewood in accordance with section 390(1) of the

Act.

8.2.
Sections 391(4) and 391(7) of the Act apply to the publication of information about

which this Final Notice relates. Under these provisions the FSA must publish such

information about the matter to which this Final Notice relates as in the FSA

considers appropriate. The information may be published in such a manner as the FSA

considers appropriate. However, the FSA may not publish information, if such

publication would, in the opinion of the FSA, be unfair to Mr Littlewood or

prejudicial to the interests of consumers.

FSA contacts

8.3.
For more information concerning this matter please contact Matthew Nunan (direct

line: 020 7066 2672) or Evan Benge (direct line: 020 7066 1660) at the FSA.

FSA Enforcement and Financial Crime Division

Annex A

Relevant Rules, Guidance and Other Regulatory Provisions

1.
Enforcement Guide

1.1.
EG 9.3-9.7 sets out the FSA’s general policy in deciding whether to make a

prohibition order and/or withdraw an individual’s approval. The FSA will consider all

the relevant circumstances including whether other enforcement action should be

taken or has been taken already against that individual by the FSA. In some cases the

FSA may take other enforcement action against the individual in addition to seeking a

prohibition order.

1.2.
EG 9.4 provides that the FSA has the power to make a range of prohibition orders

depending on the circumstances of each case and the range of regulated activities to

which the individual’s lack of fitness and propriety is relevant. Depending on the

circumstances of each case, the FSA may seek to prohibit individuals from

performing any class of function in relation to any class of regulated activity, or it

may limit the prohibition order to specific functions in relation to specific regulated

activities. The FSA may also make an order prohibiting an individual from being

employed by a particular firm, type of firm, or any firm.

1.3.
EG 9.5 provides that the scope of a prohibition order will depend on the range of

functions which the individual concerned performs in relation to regulated activities,

the reasons why he is not fit and proper and the severity of the risk which he poses to

consumers or to the market generally.

1.4.
EG 9.8-9.14 sets out additional guidance on the FSA’s approach to making

prohibition orders against approved persons and/or withdrawing such persons’

approvals.

1.5.
EG 9.8 provides that when the FSA has concerns about the fitness and propriety of an

approved person, it may consider whether it should prohibit the person from

performing functions in relation to regulated activities, withdraw its approval, or both.

In deciding whether to withdraw its approval and/or make a prohibition order, the

FSA will consider in each case whether its regulatory objectives can be achieved

adequately by imposing disciplinary sanctions or by issuing a private warning.

1.6.
EG 9.9 provides that when it decides whether to make a prohibition order against an

approved person and/or withdraw its approval, the FSA will consider all the relevant

circumstances of the case. The paragraphs of EG 9.9 relevant to this Notice include:

(2)
Whether the individual is fit and proper to perform functions in relation to

regulated activities. The criteria for assessing the fitness and propriety of

approved persons are set out in FIT 2.1(Honesty, integrity and reputation); FIT

2.2 (Competence and capability); and FIT 2.3 (Financial soundness).

(3)
Whether, and to what extent, the approved person has: (a) failed to comply

with the Statements of Principle issued by the FSA with respect to the conduct

of approved persons.

(5)
The relevance and materiality of any matters indicating unfitness.

(6)
The length of time since the occurrence of any matters indicating unfitness.

(7)
The particular controlled function the approved person is (or was) performing,

the nature and activities of the firm concerned and the markets in which he

operates.

(8)
The severity of the risk which the individual poses to consumers and to

confidence in the financial system.

(9)
The previous disciplinary record and general compliance history of the

individual including whether the FSA, any previous regulator, designated

professional body or other domestic or international regulator has previously

imposed a disciplinary sanction on the individual.

1.7.
EG 9.10 provides that the FSA may have regard to the cumulative effect of a number

of factors which, when considered in isolation, may not be sufficient to show that the

individual is fit and proper to continue to perform a controlled function or other

function in relation to regulated activities. It may also take account of the particular

controlled function which an approved person is performing for a firm, the nature and

activities of the firm concerned and the markets within which it operates.

1.8.
EG 9.11 states that it is not possible to produce a definitive list of matters which the

FSA may take into account when considering whether an individual is not a fit and

proper person to perform a particular, or any, function in relation to a particular, or

any, firm. EG 9.12 sets out a list of examples of types of behaviour which have

previously resulted in the FSA deciding to issue a prohibition order or withdraw the

approval of an approved person. This includes at EG 9.12(3) severe acts of dishonesty

which may have resulted in financial crime.

1.9.
EG 9.13 provides that certain matters which do not fit squarely, or at all, within the

matters referred to above may also fall to be considered and that in these

circumstances the FSA will consider whether the conduct or matter in question is

relevant to the individual’s fitness and propriety.