FINAL NOTICE

ACTION

1. By way of an application dated 19 March 2014, Eldonian Group Ltd applied to the
Office of Fair Trading (the “OFT”) for a consumer credit licence for the licence
categories of Consumer credit, Consumer hire and Credit brokerage. That
application remained undetermined at 1 April 2014, at which point statutory
responsibility for consumer credit regulation transferred from the OFT to the FCA
(the “Authority”).

2. In accordance with the Transitional Order, on 1 April 2014 the Application is to be
treated automatically as an application for Part 4A permission received by the
Authority on 1 April 2014 (“the Application”) to carry on regulated activities.

3. The Application is incomplete.

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

SUMMARY OF REASONS

5. By its Warning Notice dated 19 February 2015 (“the Warning Notice”) the
Authority gave notice that it proposed to refuse the Application and that Eldonian
Group Ltd was entitled to make representations to the Authority about that
proposed action.

6. As no representations have been received by the Authority from Eldonian Group
Ltd 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 27 March 2015 (“the Decision Notice”), the Authority
gave Eldonian Group Ltd notice that it had decided to take the action described
above.

8. Eldonian Group Ltd 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 Eldonian Group Ltd Final Notice of its refusal.

10. The Authority decided to refuse the Application and to give this Final Notice as
Eldonian Group Ltd has failed to provide the information required by the Authority
and, in the absence of the information sought, the Authority cannot ensure that
Eldonian Group Ltd 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

The “OFT” means the body that before 1 April 2014 was known as The Office of
Fair Trading.

The “Transitional Order” means The Financial Services and Markets Act 2000
(Regulated Activities) (Amendment) (No.2) Order 2013.

FACTS AND MATTERS

12. The Application was received by the Authority on 1 April 2014.

13. On the basis of the information contained in the Application, the Authority has
concerns over whether Eldonian Group Ltd can be effectively supervised, has
appropriate resources, is suitable and has a suitable business model having
regard to all the circumstances (Threshold Conditions 2C, 2D, 2E and 2F).

14. In light of these concerns, Eldonian Group Limited was requested to provide the
following information in the Authority’s email dated 9 October 2014.

•
The relevant completed Top-Up form in respect of the activities applied
for.

•
Completed Form A in respect of individuals who will hold a controlled
function.

•
Confirmation of the controller’s shareholding and location.

•
Completed Controller form in respect of any controller not submitting a
Form A.

15. Information was requested from Eldonian Group Limited under section 55U(5) of
the Act. Details of all the communications between the Authority and Eldonian
Group Limited are set out below:

(1)
On 30 April 2014, the Authority sent an email to Michael Wood, Contracts
Manager at Eldonian Group Limited, who had confirmed he was authorised
to make the application on behalf of the firm. The Authority’s email
confirmed the firm’s application had been transferred from the OFT to the
Authority. The email also provided details of the case officer and requested
information to proceed with the application. The Authority gave a deadline
of 16 May 2014 to provide the information.

(2)
On 2 June 2014, the Authority sent an email to Mr Wood confirming the
Authority had not, to date, received any information requested. The
Authority gave a deadline of 9 June 2014 to provide the information.

(3)
On 2 June 2014, the Authority received an email from Mr Wood confirming
the information requested was sent to the Authority two weeks ago.

(4)
On 2 June 2014, the Authority sent an email to Mr Wood confirming forms
had not been received and that the Authority required Eldonian Group
Limited to provide self-certification in relation to its procedures, being
financially solvent, its controller and its structure chart.

(5)
On 10 June 2014, the Authority sent an email to Mr Wood confirming the
Authority had not received the information and forms requested. The
Authority gave a deadline of 12 June 2014 to provide the information.

(6)
On 10 June 2014, the Authority received a call from Mr Wood querying
whether the Authority had received information from him. The Authority
confirmed the information had not been received and that the Authority
would email him shortly requesting the information which was still
required.

(7)
On 11 June 2014, the Authority received an email from Mr Wood querying
whether the information required from him had been put together.

(8)
On 11 June 2014, the Authority sent an email to Mr Wood requesting the
completed forms which had been previously requested but not received
and a response to initial fact finding questions in relation to the business.
The Authority gave a deadline of 13 June 2014 to provide the information.

(9)
On 12 June 2014, the Authority received an email from Mr Wood providing
a response to earlier supplementary questions.

(10)
On 26 June 2014, the Authority received an email from Mr Wood which
forwarded an earlier email of 12 June 2014 in which Mr Wood provided a
response to earlier supplementary questions.

(11)
On 26 June 2014, the Authority sent an email to Mr Wood acknowledging
confirmation provided during an earlier call that Eldonian Group Ltd
intended to become a Green Deal Provider and an email which was again
forwarded which provided a response to earlier supplementary questions.

(12)
On 26 June 2014, the Authority received an email from Mr Wood providing
self-certification and confirming other information would be sent shortly.

(13)
On 9 July 2014, the Authority sent an email to Mr Wood requesting an
update on the progress of collating the information requested earlier and
querying voting rights.

(14)
On 16 July 2014, the Authority sent an email reminder to Mr Wood
requesting a response to the earlier email of 9 July 2014. The Authority
gave a deadline of 23 July 2014 to provide the information.

(15)
On 16 July 2014, the Authority received an email from Mr Wood confirming
all the information requested would be sent in the next few days.

(16)
On 16 July 2014, the Authority sent an email acknowledgement to
Mr Wood.

(17)
On 31 July 2014, the Authority attempted to contact Mr Wood on the office
number. The Authority left a message asking for the call to be returned.

(18)
On 11 August 2014, the Authority sent an email to Mr Wood and asked for
him to return the call with an explanation of the prolonged delay by 2pm
on 12 August 2014.

(19)
On 15 August 2014, the Authority attempted to contact Mr Wood on the
office number. The telephone representative confirmed Mr Wood was not
in the office and they were unable to confirm when he was expected to
return. The Authority left a message with the telephone representative
asking for Mr Wood to return the call.

(20)
On 20 August 2014, the Authority attempted to contact Mr Wood on the
office number. The telephone representative confirmed Mr Wood was not
in the office and they were unable to confirm when he was expected to
return. The Authority left a message with the telephone representative
asking for Mr Wood to return the call.

(21)
On 28 August 2014, the Authority attempted to contact Mr Wood on the
office number. The Authority left a message with the telephone
representative asking for Mr Wood to return the call. The telephone
representative confirmed Mr Wood was aware how urgent this matter was
and that he did intend to respond as soon as possible.

(22)
On 5 September 2014, the Authority contacted Mr Wood on the office
number. The Authority spoke to Mr Wood and was informed a director had
passed away last week and so he wasn’t able to respond. The Authority
asked whether Eldonian Group Limited wanted to proceed with its

application. Mr Wood confirmed they wanted to continue with the
application and asked the Authority to resend the forms which required
completion. The Authority agreed to resend the requests.

(23)
On 9 October 2014, the case officer’s manager contacted Mr Wood on the
office number. The manager discussed the application and received verbal
confirmation from Mr Wood that Eldonian Group Limited was a Green Deal
provider, Carl Gwynn was the 100% shareholder, Chris Chandler was the
Head of Compliance and that a director at Eldonian Group Limited had
recently passed away. The manager confirmed that the Authority would
shortly email Eldonian Group Limited requesting additional information and
that the Authority required them to provide this by the deadline given.

(24)
On 9 October 2014, the Authority sent an email to Mr Wood and asked for
the completion of forms and confirmation of whether limited or full
permission activities were being applied for and details of the controller.
The Authority gave a deadline of 23 October 2014 to provide the
information.

(25)
On 24 October 2014, the Authority attempted to contact Mr Wood on the
office number. The telephone representative stated that Mr Wood was not
at his desk and the Authority left a message with the telephone
representative asking for Mr Wood to return the call before the end of the
day.

(26)
On 28 October 2014, the Authority attempted to contact Mr Wood on the
office number as he had not returned the earlier call. Chloe McFarland at
Eldonian Group Limited confirmed he was in a meeting and she didn’t
know when he would be finished. The Authority asked to speak to
someone else senior at Eldonian Group Limited and was informed that
there wasn’t anyone else.

(27)
On 29 October 2014, the Authority attempted to contact Mr Wood on the
office number. The Authority was informed Mr Wood was not at his desk
and that he would be asked to return the call. The Authority was also
provided with Mr Wood’s mobile number. The Authority attempted to
contact Mr Wood on his mobile number and left a message on his
voicemail asking him to return the call immediately.

(28)
On 30 October 2014, the first non-responder letter was sent by email to
Mr Wood. The Authority gave a deadline of 6 November 2014 to respond.
The email also stressed that failure to provide information might result in
the case being referred to the Authority’s Regulatory Transaction
Committee.

(29)
On 10 November 2014, the second non-responder letter was both sent by
email and posted to Mr Wood by special delivery. The Authority gave a
deadline of 17 November 2014 to respond. The email and letter again
stressed that failure to provide information might result in the case being
referred to the Authority’s Regulatory Transactions Committee. The letter
was signed for on 11 November 2014 with the printed name of SEAKWAF.

(30)
On 13 November 2014, the Authority attempted to contact Mr Wood on
the office number to chase up earlier requests. The Authority left a
message with the telephone representative asking for Mr Wood to return

the call and confirm whether he would be able to respond by the deadline
of 17 November 2014.

(31)
On 18 November 2014, the Authority attempted to contact Mr Wood on
the office number to find out why he had not responded. The Authority
was informed that Mr Wood was not available and was in meetings all day.
The Authority confirmed that a letter and email would be sent to him that
day.

(32)
On 18 November 2014, a third non-responder letter was sent to Mr Wood
by both email and special delivery. The Authority gave a deadline of
2 December 2014 to respond. The email and letter again stressed that
failure to provide information might result in the case being referred to the
Authority’s Regulatory Transactions Committee and explained that
withdrawal of the application may want to be considered. The letter was
signed for on 19 November 2014 with the printed name of PAA.

(33)
In summary the Authority received replies from Eldonian Group Limited
which included basic details concerning its business but this did not include
the completion of any supplementary forms which are required to assess
the application. The last email communication from Mr Wood was received
on 16 July 2014 and the last telephone communication with Mr Wood was
on 9 October 2014.

IMPACT ON THRESHOLD CONDITIONS

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

17. Threshold Conditions 2C, 2D and 2E and 2F require that Eldonian Group Limited
satisfy the Authority that it can be effectively supervised, have appropriate
resources, is suitable and has a suitable business model. The Guidance to
Threshold Condition 2C states that the Authority may have regard to whether it is
likely the Authority will receive adequate information from the firm to determine
whether the firm is complying with the requirements and standards under the
regulatory system. The Guidance to Threshold Condition 2E states that the
Authority may have regard to whether the firm has been open and co-operative
in all its dealings with the Authority and is ready, willing and organised to comply
with the regulatory requirements.

18. By failing to provide the requested information, despite repeated requests to do
so, Eldonian Group Limited has not been open and co-operative with the
Authority. The Authority is therefore not satisfied that Eldonian Group Limited will
satisfy, and continue to satisfy, Threshold Conditions 2C, 2D and 2E and 2F.

19. In addition, the information requested (as set out in paragraphs 9 and 10 above)
was relevant to the Authority’s assessment of whether Eldonian Group Limited
could otherwise satisfy, and continue to satisfy, Threshold Conditions 2C
(Effective supervision), 2D (Appropriate resources), 2E (Suitability) and
2F (Business model) by giving the Authority a better understanding of, among
other things, the business of Eldonian Group Ltd by providing the information
requested.

20. In the absence of the requested information, it has not been possible to
determine whether the firm can be effectively supervised, has appropriate
resources, is suitable and has a suitable business model.

21. On the basis of the facts and matters described above, the Authority has
concluded that Eldonian Group Limited will not satisfy, and continue to satisfy,
the threshold conditions in relation to all of the regulated activities for which
Eldonian Group Limited would have permission if the application was granted.

IMPORTANT NOTICES

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

23. 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.

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

Authority contacts

25. For more information concerning this matter generally, contact John Stocker,
Senior Manager, Credit Authorisations Division at the Authority (direct line: 020
7066 7224 / email: john.stocker@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

4. In respect of applications for a consumer credit licence received but not
determined by the OFT before 1 April 2014, paragraph 31(8) of the Transitional
Order provides that, for the purposes of section 55V of the Act (determination of
applications), the appropriate regulator is to be treated as having received the
application on 1st April 2014.

Relevant provisions of the Authority’s Handbook

5. 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

6.
Credit Authorisations does not consider that Eldonian Group Limited will satisfy,
and continue to satisfy threshold condition 2C (Effective supervision) as it has
continually failed to complete supplementary forms required to assess its
application for Part 4A permission and in particular whether it can be effectively
supervised.

7.
COND 2.3.3G states in assessing the threshold conditions set out in paragraphs
2C and 3B of Schedule 6 to the Act, factors which the FCA will take into
consideration include, among other things, whether:

(1) it is likely that 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);

(2) the structure and geographical spread of the firm, the group to which it

belongs and other persons with whom the firm has close links, might hinder
the provision of adequate and reliable flows of information to the FCA; factors
which may hinder these flows include the fact there may be branches or
connected companies in territories which supervise companies to a different
standard or territories with laws which restrict the free flow of information,
although the FCA will consider the totality of information available from all
sources; and

(3) in respect of a firm not carrying on, or seeking to carry on, a PRA-regulated

activity, it is possible to assess with confidence the overall financial position
of the group at any particular time; factors which may make this difficult
include lack of audited consolidated accounts for a group, if companies in the
same group as the firm have different financial years and accounting dates
and if they do not share common auditors.

Threshold condition 2D: Adequate Resources

8.
Credit Authorisations does not consider that Eldonian Group Limited will satisfy,
and continue to satisfy threshold condition 2D (Appropriate resources) as it has
continually failed to complete supplementary forms required to assess its
application for Part 4A permission and in particular its resources.

9.
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.

10. 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.

11. COND 2.4.1A(1) states that the resources of A must be appropriate in relation to
the regulated activities that A carries on or seeks to carry on.

12. COND 2.4.1(4) states that the matters which are relevant in determining non-
financial resources include (a) the skills and experience of those who manage an
applicant’s affairs (b) whether non-financial resources are sufficient to enable
compliance with (1) requirements imposed or likely to be imposed by the FCA

Threshold condition 2E: Suitability

13. Credit Authorisations does not consider that Eldonian Group Limited will satisfy,
and continue to satisfy threshold condition 2E (Suitability) as it has continually

failed to complete supplementary forms required to assess its application for Part
4A permission and in particular its suitability.

14. 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.

15. 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.

16. 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.

17. COND 2.5.3G(1) states that the emphasis of the threshold conditions set out in
paragraphs 2E and 3D of Schedule 6 of the Act is on the suitability of the firm
itself. The suitability of each person who performs a controlled function will be
assessed by the FCA and/or the PRA, as appropriate, under the approved persons
regime (see SUP 10 (Approved persons) and FIT). In certain circumstances,
however, the FCA may consider that the firm is not suitable because of doubts
over the individual or collective suitability of persons connected with the firm.

18. COND 2.5.4G provides 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, the threshold conditions set out in paragraphs 2E and 3D of
Schedule 6 of the Act include, but are not limited to, whether the firm:

(a) conducts, or will conduct, its business with integrity and in compliance with
proper standards;

(b) has, or will have, a competent and prudent management; and

(c) can demonstrate that it conducts, or will conduct, its affairs with the exercise
of due skill, care and diligence.

Threshold condition 2F: Business Model

19. Credit Authorisations does not consider that Eldonian Group Limited will satisfy,
and continue to satisfy threshold condition 2F (Business model) as it has
continually failed to complete supplementary forms required to assess its
application for Part 4A permission and in particular its business model.

20. COND 2.7.7G states that, in assessing whether the threshold conditions set out in
paragraphs 2F and 3E of Schedule 6 to the Act are satisfied, the FCA may
consider all matters that might affect the design and execution of a firm's

business model, taking into account the nature, scale and complexity of a firm's
business.

21. COND 2.7.8G states that, in deciding how they will satisfy and continue to satisfy
the threshold conditions set out in paragraphs 2F and 3E of Schedule 6 to the Act,
firms should consider matters including (but not limited to) the following:

(1) the assumptions underlying the firm's business model and justification for it;

(2) the rationale for the business the firm proposes to do or continues to do, its
competitive advantage, viability and the longer-term profitability of the
business;

(3) the needs of and risks to consumers;

(4) the expectations of stakeholders, for example, shareholders and regulators;

(5) the products and services being offered and product strategy;

(6) the governance and controls of the firm and of any member of its group (if
appropriate);

(7) the growth strategy and any risks arising from it;

(8) any diversification strategies; and

(9) the impact of the external macroeconomic and business environment.

Relevant principles (“PRIN”)

22. PRIN 11 (Relations with regulators) states that a firm must deal with its
regulators in an open and cooperative way, and must disclose to the appropriate
regulator appropriately anything relating to the firm of which that regulator would
reasonably expect notice.