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FINAL NOTICE

ACTION

1.
For the reasons set out in this Final Notice, the Authority hereby takes the
following action against MMC.

2.
The Authority gave MMC the Decision Notice, which notified MMC that, for the
reasons given below and pursuant to section 55J of the Act, the Authority had
decided to cancel the permission granted to MMC under Part 4A of the Act.

3.
MMC has not referred the matter to the Tribunal within 28 days of the date on
which the Decision Notice was given to it.

4.
Accordingly, the Authority has today cancelled MMC’s Part 4A permission.

DEFINITIONS

5.
The definitions below are used in this Final Notice (and in the Annex):

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

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“the Authority” means the Financial Conduct Authority;

“the Decision Notice” means the Decision Notice issued to MMC on 7 September
2016;

“DEPP” means the Authority’s Decision Procedure and Penalties Manual;

“EG” means the Authority’s Enforcement Guide;

“the Handbook” means the Authority’s Handbook of rules and guidance;

“MMC” means Midland Motor Company Limited;

“MMC’s Part 4A permission” means the permission granted by the Authority to
MMC pursuant to Part 4A of the Act;

“the Principles” means the Authority’s Principles for Businesses;

“the suitability Threshold Condition” means the threshold condition set out in
paragraph 2E of Schedule 6 to the Act;


“SUP” means the Supervision Manual, part of the Handbook;

“the Threshold Conditions” means the threshold conditions set out in Schedule 6
to the Act;

“the Tribunal” means the Upper Tribunal (Tax and Chancery Chamber); and

“the Warning Notice” means the warning notice issued to MMC on 15 August
2016.

RELEVANT STATUTORY PROVISIONS

6.
The statutory and regulatory provisions relevant to this Final Notice are set out in
the Annex.

SUMMARY OF THE REASONS

7.
On the basis of the facts and matters and conclusions described in the Warning
Notice, and in the Decision Notice, it appears to the Authority that MMC is failing
to satisfy the suitability Threshold Condition, in that the Authority is not satisfied
that MMC is a fit and proper person having regard to all the circumstances.

8.
MMC has failed to notify the Authority of a change in the address and telephone
number of its principal place of business and has failed to deal openly and co-
operatively with the Authority (in not providing up-to-date contact details).

FACTS AND MATTERS

9.
MMC was authorised by the Authority on 22 August 2014 to conduct consumer
credit business.

10.
Correspondence sent by the Authority on 31 May and 14 July 2016 to the postal
address last notified by MMC to the Authority as MMC’s principal place of business
was returned to the Authority with the annotation “addressee gone away”.

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11.
Correspondence sent by the Authority on 16 June and 14 July 2016 to the email
address last notified by MMC to the Authority was returned as undeliverable.

12.
Correspondence sent by the Authority to an alternative email address for MMC on
23 June and 14 July 2016 was returned as undeliverable.

13.
The Authority attempted to contact MMC on 23 June and 18 July 2016 on the last
telephone number MMC provided to the Authority. The Authority was unable to
connect the call as the telephone number rang continuously and there was no
message facility.

FAILINGS

14.
As set out in the facts and matters described above, the Authority has made
repeated unsuccessful attempts to contact MMC using the postal address, email
address and telephone number held by the Authority in relation to MMC.

15.
The Authority has concluded, on the basis of the facts and matters described
above, that:

a. MMC has failed to notify the Authority of a change in the address and

telephone number of its principal place of business contrary to SUP 15.5.4R(1)
and SUP 15.5.5R(1) respectively;

b. MMC has failed to deal openly and co-operatively with the Authority in breach

of Principle 11 (Relations with regulators) of the Principles (in not providing
up-to-date contact details);

c. MMC has not demonstrated that it is ready, willing and organised to comply

with the requirements and standards under the regulatory system, namely the
requirements in SUP 15.5.4R(1) and SUP 15.5.5R(1) to give the Authority
reasonable advance notice of a change in the firm’s principal place of business
and telephone number, and the date of the change;

d. MMC has therefore failed to satisfy the Authority that its business is being

managed in such a way as to ensure that its affairs will be conducted in a
sound and prudent manner or that it is a fit and proper person having regard
to all the circumstances; and

e. MMC is therefore failing to satisfy the suitability Threshold Condition in

relation to its permitted regulated activities,

and accordingly the Authority considers that MMC’s Part 4A permission should be
cancelled.

DECISION MAKER

16.
The decision which gave rise to the obligation to give this Final Notice was made
by the Regulatory Decisions Committee.

IMPORTANT

17.
This Final Notice is given to MMC under section 390(1) of the Act.

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18.
The Authority must publish such information about the matter to which this Final
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 information would, in the opinion of
the Authority, be unfair to MMC or prejudicial to the interests of consumers.

19.
The Authority intends to publish such information about the matter to which this
Final Notice relates as it considers appropriate.

20.
For more information concerning this matter generally, MMC should contact Roger
Hylton at the Authority (direct line: 0207 066 8168).

John Kirby
Enforcement and Market Oversight Division


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RELEVANT STATUTORY PROVISIONS

1.
Section 55J(1) of the Act provides that the Authority may cancel a firm’s Part 4A
permission where, amongst other things—

“it appears to the [Authority] that—

(a)
[the firm] is failing, or is likely to fail, to satisfy the threshold

conditions …;

2.
The suitability Threshold Condition provides:

“[The firm] must be a fit and proper person having regard to all the
circumstances, including—

[…]

(d)
whether
[the
firm]
has
complied
and
is
complying
with

requirements imposed by the [Authority] in the exercise of its
functions, or requests made by the [Authority], relating to the
provision of information to the [Authority] and, where [the firm]
has so complied or is so complying, the manner of that compliance;

[…]

(f)
whether [the firm's] business is being, or is to be, managed in such
a way as to ensure that its affairs will be conducted in a sound and
prudent manner;

[…].”

RELEVANT HANDBOOK PROVISIONS

3.
In exercising its power to cancel a firm’s Part 4A permission, the Authority must
have regard to guidance published in the Handbook and in Regulatory Guides
such as EG. The relevant main considerations in relation to the action specified
above are set out below.

Relevant Principle

4.
Principle 11 (Relations with regulators) of the Principles (PRIN 2.1.1R) provides:

“A firm must deal with [the Authority] in an open and cooperative way,

and must disclose to [the Authority] appropriately anything relating to the

firm of which [the Authority] would reasonably expect notice.”

Relevant Rules

5.
SUP 15.5.4R provides:

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“A firm must give the [Authority] reasonable advance notice of a change in
any of the following addresses, and give details of the new address and the
date of the change:


(1)
the firm’s principal place of business in the United Kingdom;

6.
SUP 15.5.5R(1) provides:

“A firm must give the [Authority] reasonable advance notice of a change in
any of the following telephone numbers, and give details of the new telephone
number and the date of the change:


(1)
the number of the firm’s principal place of business in the United

Kingdom;

[…].”

Guidance concerning the suitability Threshold Condition

7.
Guidance on the suitability Threshold Condition is set out in COND.


8.
COND 2.5.2G states that the Authority will take into consideration anything that
could influence a firm’s continuing ability to satisfy the suitability Threshold
Condition.

9.
COND 2.5.6G states 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, the suitability Threshold Condition include 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
requirements and standards under the regulatory system (COND
2.5.6G(1));


the firm has contravened, amongst other things, the provisions of the
regulatory system, which include the Principles and other rules (COND
2.5.6G(4)).



OTHER RELEVANT REGULATORY PROVISIONS

10.
The Authority’s policy in relation to its enforcement powers is set out in EG,
certain provisions of which are summarised below.

Cancelling a firm’s Part 4A permission on the Authority’s own initiative

11.
EG 8.1.1(1) provides that the Authority may use its own initiative power to vary

or cancel the permission of an authorised person under section 55J of the Act,
where the person is failing or is likely to fail to satisfy the Threshold Conditions
for which the Authority is responsible.

12.
EG 8.5.1(1) states that the Authority will consider cancelling a firm’s Part 4A

permission using its own initiative power contained in section 55J of the Act in

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circumstances where the Authority has very serious concerns about the firm, or
the way its business is or has been conducted.

13.
EG 8.5.2 provides examples of the types of circumstances in which the Authority
may cancel a firm’s Part 4A permission. One such example is the failure to
provide the Authority with valid contact details or failure to maintain the details
provided, such that the Authority is unable to communicate with the firm (EG
8.5.2(6)).