FINAL

NOTICE

EMPIRE MOTOR GROUP LTD
36 Alie Street
London
United Kingdom

ACTION

1. By an application dated 31 August 2021 (“the Application”), Empire Motor Group
LTD (“Empire Motor Group” or “the Applicant”) applied under section 55A of the Act
for Part 4A permission to carry on the regulated activities of:

a.
Agreeing to carry on a regulated activity;

b.
Credit broking;

c.
Debt adjusting; and,

d.
Debt counselling.

2. The Application is incomplete.

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

SUMMARY OF REASONS

4. Empire Motor Group has failed to respond to requests for the provision of
information considered by the Authority to be necessary to allow the Application to
be determined. The last request included a statement to the effect that Empire
Motor Group must contact the Authority within 10 business day or the Authority
would issue Empire Motor Group with a Warning Notice. No response was received.

5. By its Warning Notice the Authority gave notice that it proposed to refuse the
application and that Empire Motor Group was entitled to make representations to
the Authority about that proposed action. No representations to the Warning Notice
were received.

6. As no representations were received by the Authority by Empire Motor Group 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 31 August 2022 (“The Decision Notice”) the Authority
gave Empire Motor Group notice that it had decided to take the action described
above.

8. Empire Motor Group had 28 days from the date the Decision Notice was given to
refer the matter to the Upper Tribunal (formerly knowns 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 of that decision to the Tribunal must give
Empire Motor Group Final Notice of its refusal.

10. The Authority must therefore determine the Application based upon the information
received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority cannot ensure that Empire
Motor Group satisfies, and will continue to satisfy, the threshold conditions.

11. Authorised firms (and those seeking authorisation) are expected to engage with
the Authority in an open and cooperative way. The failure to provide the requested
information raises concerns that Empire Motor Group would fail to do so if the
Application were to be granted.

12. The failure to provide the information raises concerns as to whether Empire Motor
Group:

a. can be effectively supervised by the Authority as required by threshold
condition 2C;

b. has appropriate human resources, given Empire Motor Group ’s failure to
provide the Authority with the requested information as required by
threshold condition 2D; and

c. will conduct its business with integrity and in compliance with proper
standards as required by threshold condition 2E.

DEFINITIONS

13. The definitions below are used in this Warning 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 Executive Decision Maker” means the member of the Authority’s staff acting
under executive procedures as described in Chapter 4 of the Decision Procedure
and Penalties Manual in the Authority’s Handbook.

“SMF29” means the Senior Management Function 29;

“SUP” means the Supervision section of the Authority’s handbook;

“SYSC” means the Senior Management Arrangements, Systems and Controls
section of the Authority’s handbook; and

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

FACTS AND MATTERS

14. The Application was received by the Authority on 31 August 2021.

15. Further information was requested from Empire Motor Group under section
55U(5) of the Act.

16. The Authority requested the following information in support of the Application:
a) Details of the Applicant’s Companies House filings;
b) Supporting information and documentation relating to the Part V application
submitted for the SMF 29.

17. Empire Motor Group failed to provide the outstanding information that was
requested on 13 April 2022, 10 May 2022 and 27 May 2022 for response.

18. On 8 June 2022, the Authority sent a letter to Empire Motor Group by way of
email and recorded delivery, noting the lack of a response to its requests for the
information and informing it that a failure to provide the information would result
in the Application being determined based upon the information received to date.

19. The Authority also explained that this might result in the Authority issuing Empire
Motor Group with a Warning Notice proposing to refuse the Application. Empire
Motor Group failed to provide the outstanding information by the stated deadline
of 23 June 2022 for response.

20. On 11 August 2022, the Authority issues Empire Motor Group a Warning Notice
and explained that Empire Motor Group was entitled to make representations to
the authority about that proposed action. No representations to the Warning
Notice were received.

21. On 31 August 2022, Authority issues Empire Motor Group a Decision Notice and
explained that Empire Motor Group was entitled to make representations to the
authority about that proposed action. No representations to the Decision Notice
were received. The Authority requested that any such representations were made
to it by 28 September 2022. No representations were received.

IMPACT ON THRESHOLD CONDITIONS

22. Empire Motor Group has failed to respond to four separate requests for the provision
of information considered by the Authority to be necessary to allow the Application
to be determined.

23. The final request gave Empire Motor Group 10 business days to respond and
included a statement to the effect that Empire Motor Group must contact the
Authority, or the Authority would issue Empire Motor Group with a Warning
Notice. The Warning Notice was issued, and Empire Motor Group was entitled to
make representations to the authority about that proposed action. No
representations to the Warning Notice were received.

24. The Authority must therefore determine the Application based upon the information
received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority cannot ensure that Empire
Motor Group satisfies, and will continue to satisfy, the threshold conditions.

25. Authorised firms (and those seeking authorisation) are expected to engage with the
Authority in an open and cooperative way. The failure to provide the requested
information raises concerns that Empire Motor Group would fail to do so if the
Application were to be granted and accordingly has decided to refuse the
application.

26. The failure to provide the information raises concerns as to whether Empire Motor
Group :

a. can be effectively supervised by the Authority as required by threshold condition
2C;

b. has appropriate human resources, given EMPIRE MOTOR GROUP’s failure to provide
the Authority with the requested information as required by threshold condition
2D; and

c. will conduct its business with integrity and in compliance with proper standards as
required by threshold condition 2E.

PROCEDURAL MATTERS

IMPORTANT NOTICES

27. This Final Notice is given under section 390 of the Act

28. 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.

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

Authority contacts

30. For more information concerning this matter generally, contact Sarah Whittington
Spivey Manager, Credit & Lending at the Authority (direct line: 020 7066 5949 /
email: Sarah.Whittington-Spivey@fca.org.uk).

ANNEX A – REGULATORY PROVISIONS RELEVANT TO THIS WARNING 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’s Handbook,
including the part entitled 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.

6. COND 1.3.3AG provides that, in determining the weight to be given to any relevant
matter, the Authority will consider its significance in relation to the regulated
activities for which the firm has, or will have, permission in the context of its ability
to supervise the firm adequately, having regard to the Authority’s statutory
objectives. In this context, a series of matters may be significant when taken
together, even though each of them in isolation might not give serious cause for
concern.

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

Threshold Condition 2C: Effective Supervision

8. 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 it is 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 rules in SUP on the
provision of information to the Authority.

Threshold condition 2D: Appropriate Resources

9. COND 2.4.2G(2) states that the Authority 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.

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

11. COND 2.4.2G (3) states that high level systems and control requirements are in
SYSC. The Authority 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

12. COND 2.5.2G(2) states that the Authority 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.

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

14. COND 2.5.6G provides that examples of the kind of particular considerations to
which the Authority 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
Authority and any other regulatory body (see Principle 11 (Relations with
regulators)) and is ready, willing and organised to comply with the requirements
and standards under the regulatory system (such as the detailed requirements of
SYSC and, in relation to a firm not carrying on, or seeking to carry on, a PRA-
regulated activity only, the Prudential Standards part of the Authority’s
Handbook)in addition to other legal, regulatory and professional obligations; the
relevant requirements and standards will depend on the circumstances of each

case, including the regulated activities which the firm has permission, or is seeking
permission, to carry on.