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FINAL NOTICE

Green Energy Together Limited


ACTION

1. By an application dated 11 September 2020 (“the Application”), Green Energy

Together Limited (“GET” 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;

2. The Application is incomplete.

3. The Authority has refused the Application.

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SUMMARY OF REASONS

4. By its Warning Notice dated 14 Jan 2022 the Authority gave notice that it proposed

to refuse the application and that GET was entitled to make representations to the
Authority about the proposed action.

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


DEFINITIONS

6. 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;

“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)

“the Warning Notice” means the warning notice dated 14 Jan 2022 given to the
applicant by the Authority.

FACTS AND MATTERS

7. The Application was received by the Authority on 11 September 2020.

8. Further information was requested from GET under section 55U(5) of the Act.

9. On 16 July 2021 the Authority sent an email to GET requesting it submit a Controller

form and provide further details on firm-related charges with a deadline of 30 July
2021.

10. No response was received, and as such, on 24 August 2021 the Authority sent a

reminder requesting that the missing information be provided by 8 September
2021.

11. On 24 August 2021 the firm acknowledged receipt of the reminder with a holding

response stating it would respond. No response was received by 8 September 2021,
the Authority sent a reminder on 20 September 2021 requesting that the missing
information be provided by 4 October 2021.

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12. On 15 October 2021, the Authority called Nick Elbourne on +44 (0)1992 800663

but he was unavailable. The Authority sent an email requesting that the missing
information be provided by 22 October 2021. However, no response was received.

13. On 8 November 2021, a further reminder was sent requesting a response by the

deadline of 15 November 2021.

14. On 8 November 2021, Mr Elbourne acknowledged receipt stating he had sought

advice on the matter. He stated he would expedite the response and would
consider withdrawal if no response could be made within that week. No response
was received.

15. On 19 November 2021, the Authority called Mr Elbourne who was not available and

left a message requesting that he call back to discuss the application. A further
reminder was sent requesting that the missing information be provided by 26
November 2021. No response was received.

16. On 14 Dec 2021 the Authority sent a letter to GET by way of email and special

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 and that this might
result in the Authority issuing GET with a Warning Notice proposing to refuse the
Application. GET failed to provide the outstanding information by the deadline of
30 Dec 2021 and no response was received.

IMPACT ON THRESHOLD CONDITIONS

17. GET has failed to respond to 7 separate requests for the provision of information

considered by the Authority to be necessary to allow the Application to be
determined. The final request gave GET 10 business days to respond and included
a statement to the effect that GET must contact the Authority, or the Authority
would issue GET with a Warning Notice.

18. 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 GET
satisfies, and will continue to satisfy, the threshold conditions.

19. 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 GET would fail to do so if the Application were to
be granted.

20. The failure to provide the information raises concerns as to whether GET:

a. can be effectively supervised by the Authority as required by threshold

condition 2C;

b. has appropriate human resources, given GET’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.

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21. On the basis of the facts and matters described above, the Authority cannot ensure

that GET will not satisfy, and continue to satisfy, the threshold conditions in relation
to all of the regulated activities for which GET would have permission if the
application was granted and accordingly has decided to refuse the application.

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

PROCEDURAL MATTERS

Decision maker

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

by the Executive Decision Maker.

23. This Final Notice is given under section 390 of the Act. The following statutory rights

are important.

24. Sections 391(4), 391(6) and 391(7) of the Act apply to the publication of

information about the matter to which the 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 a manner as the Authority considers appropriate. However, the Authority
may not publish information if such publication if such publication would, in the
opinion of the Authority, be unfair to you or prejudicial to the interest of consumers
or detrimental to the stability of the UK Financial system.

25. The Authority intends to publish this Final Notice.

Authority contacts

26. For more information concerning this matter generally, contact Jason Sullivan,

Manager, Credit & Mortgage Intermediaries Team 3 (direct line: 02070661283
Jason.Sullivan@fca.org.uk) at the Authority.

Jason Sullivan
Manager Credit and Mortgage Intermediaries

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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’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.

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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

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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.