Decision Notice
DECISION NOTICE
Ewa Karczewska
c/o Think Finance.com
40 Tooting High Street
Tooting
London
SW17 0RG
Date: 7 February 2012
TAKE NOTICE: The Financial Services Authority of 25 The North Colonnade,
Canary Wharf, London, E14 5HS ("the FSA") has decided to take the following action:
1.
ACTION
1.1. For the reasons listed below and pursuant to section 185(1)(b)(ii) and 189(4)(b)(ii) of
the Financial Services and Markets Act 2000 (“the Act”), the FSA has decided to object
to the acquisition (the “Acquisition”) of at least 70% of the issued share capital of
Think Finance.com as detailed in the notices submitted in accordance with section 178
of the Act (the “s178 Notice”) by:
(1)
Ewa Karczewska;
referred to as the “Controller” and “the section 178 noticegiver”.
1.2. Having considered the facts and matters of the case, including written and oral
representations from the Controller, and having regard to sections 185(2)(a), (b) and
(c), s185(3), s186 and s191A of the Act, the FSA has decided to object to the
Acquisition.
1.3. The FSA considers that there are reasonable grounds for objecting to the acquisition on
the basis of the following matters set out in sections 186 of the Act:, namely:
(a)
the reputation of the section 178 noticegiver;
(b)
the reputation and experience of any person who will direct the business of the
UK authorised person as a result of the proposed acquisition; and
(d)
whether the UK authorised person will be able to comply with its prudential
requirements (including the threshold conditions in relation to all the regulated
activities for which it has or will have permission);
Further, pursuant to section 191A of the Act, the FSA considers the circumstances are
that the Authority reasonably believes that:
(a)
The person acquired or increased control without giving notice under section
178(1) in circumstances where notice was required;
(c)
There are grounds for objecting to control on the basis of the matters in section
186.
1.4. The FSA’s concerns can be summarised as follows:
a) Lack of Honesty and Integrity (s.186(a), (b) and (d))
b) Lack of reputation and experience directing the business (s186(b));
c) Acquiring control without giving notice (s191A (2) (a)); and
d) Repeated failure to comply with FSA requirements (s191A (3) (b)).
2.
REASONS FOR THE ACTION
Introduction
2.1. On 14 September 2010 Ewa Karczewska acquired 70% of Think Finance.com (“the
target firm”) without seeking prior approval from the FSA.
2.2. Post 14 September 2010 there is considerable confusion regarding the ownership of the
target firm. The previous controller, Boril Wdowczyk and Ewa Karczewska did not
appear to adequately document share transfers and, as a result, neither are able to
provide a comprehensive account of the ownership of the firm. Boril Wdowczyk has a
shareholding of between 8% and 20%, Ewa Karczewska has a shareholding of between
70% and 80%. It has been asserted that Think Finance.com owns between 10% and
12% of its own shares.
2.3. On 8 December 2011 the FSA issued a Warning Notice. The Controller exercised her
rights under s.387 of the Act to make representations to the FSA, which were heard at a
meeting which took place on 26 January 2012. The FSA has taken into account all
matters represented to it by the Controller
Relevant Statutory Provisions
2.4. Section 178(1) of the Act provides that a person who decides to acquire or increase
control over a UK authorised person must give the Authority notice in writing before
making the acquisition.
2.5. The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009
(the “Order”) sets out the meaning of the term “acquire or increase control” for certain
nondirective firms. For these purposes, paragraph 2 of the Order provides that:
““relevant UK authorised person” means a UK authorised person other
than—
(a)
a credit institution authorised under the banking consolidation
directive;
(b)
an investment firm authorised under the markets in financial
instruments directive;
(c)
a management company as defined in Article 2.1(b) of the UCITS
directive, authorised under that directive;
(d)
an undertaking pursuing the activity of direct insurance within the
meaning of—
(i)
Article 2 of the life assurance consolidation directive,
authorised under that directive; or
(ii)
Article 1 of the first nonlife insurance directive, authorised
under that directive; or
(e)
an undertaking pursuing the activity of reinsurance within the
meaning of Article 2.1(a) of the reinsurance directive, authorised
under that directive.”
Think Finance.com falls within the definition of “relevant UK authorised person”.
2.6. Paragraph 4(3) of the Order provides that, where A decides to acquire or increase
control over B (ie a “relevant UK authorised person”), A is exempt from the obligation
imposed by section 178 unless giving effect to the decision would result in A beginning
to be in the position of holding—
(a)
20% or more of the shares in B or in a parent undertaking of B (“P”);
(b)
20% or more of the voting power in B or P; or
(c)
shares or voting power in B or P as a result of which A is able to exercise
significant influence over the management of B.
2.7. Section 185 of the Act: Assessment:
(1)
Where the Authority receives a section 178 notice, it must—
(a) determine whether to approve the acquisition to which it relates
unconditionally; or
(b) propose to—
(i)
approve the acquisition subject to conditions (see section 187);
or
(ii)
object to the acquisition
(2)
The Authority must
(a)
consider the suitability of the section 178 noticegiver and the financial
soundness of the acquisition in order to ensure the sound and prudent
management of the UK authorised person;
(b)
have regard to the likely influence that the section 178 noticegiver
will have on the UK authorised person; and
(c)
disregard the economic needs of the market.
(3)
The Authority may only object to an acquisition –
(a)
if there are reasonable grounds for doing so on the basis of the matters
set out in section 186 of FSMA, or
(b)
the information provided by the section 178 noticegiver is incomplete.
2.8. Section 186, so far as it is relevant:
(a)
the reputation of the section 178 noticegiver;
(b)
the reputation and experience of any person who will direct the business of the
UK authorised person as a result of the proposed acquisition;
(d)
whether the UK authorised person will be able to comply with its prudential
requirements (including the threshold conditions in relation to all of the
regulated activities for which it has or will have permission);
2.9. Section 41: The Threshold Conditions
(1)
“The threshold conditions”, in relation to a regulated activity, means the
conditions set out in Schedule 6.
2.10. Schedule 6 (so far as is relevant):
4 Adequate Resources
1) The resources of the person concerned must, in the opinion of the Authority, be
adequate in relation to the regulated activities that he seeks to carry on, or carries on.
(2) In reaching that opinion, the Authority may–
(a) take into account the person's membership of a group and any effect which that
membership may have; and
(b) have regard to–
(i) the provision he makes and, if he is a member of a group, which other members of
the group make in respect of liabilities (including contingent and future liabilities); and
(ii) the means by which he manages and, if he is a member of a group, which other
members of the group manage the incidence of risk in connection with his business.
5 Suitability
The person concerned must satisfy the Authority that he is a fit and proper person
having regard to all the circumstances, including–
(a) his connection with any person;
(b) the nature of any regulated activity that he carries on or seeks to carry on; and
(c) the need to ensure that his affairs are conducted soundly and prudently.
2.11. Section 191A: Objection by the Authority (so far as is relevant):
(1)
The Authority may object to a person's control over a UK authorised person in
any of the circumstances specified in subsection (2).
(2)
The circumstances are that the Authority reasonably believes that—
(a)
the person acquired or increased control without giving notice under
section 178(1) in circumstances where notice was required;
(c)
there are grounds for objecting to control on the basis of the matters in
section 186.
(3)
The Authority—
(a)
must take into account whether influence exercised by the person is
likely to operate to the detriment of the sound and prudent management
of the UK authorised person; and
(b)
may take into account whether the person has cooperated with any
information requests made or requirements imposed by the Authority.
(4)
If the Authority proposes to object to a person's control over a UK authorised
person, it must give that person a Warning Notice.
(6)
If the Authority decides to object to a person’s control over a UK authorised
person, it must give that person a decision notice.
(7)
A person to whom the Authority gives a decision notice under this section may
refer the matter to the Tribunal.
The Threshold Conditions and Relevant Guidance
2.12. In deciding to take the action proposed, the FSA has had regard to guidance published
in the FSA Handbook, in particular to the guidance on the threshold conditions found in
the section of the FSA’s Handbook entitled “Threshold Conditions” (“COND”). The
threshold conditions are set out in Schedule 6 to the Act.
2.13. COND2.5.2 states that the person concerned must satisfy the FSA that he is a fit and
proper person having regard to all the circumstances, including
(c)
the need to ensure that his affairs are conducted soundly and prudently
2.14. COND2.5.2G(1) states that Threshold Condition 5 (Suitability), requires the firm to
satisfy the FSA that it is 'fit and proper' to have Part IV permission having regard to all
the circumstances, including its connections with other persons, the range and nature
of its proposed (or current) regulated activities and the overall need to be satisfied that
its affairs are and will be conducted soundly and prudently (see also PRIN and SYSC).
2.15. COND2.5.3G(1) states The emphasis of this threshold condition is on the suitability of
the firm itself. The suitability of each person who performs a controlled function will be
assessed by the FSA under the approved persons regime (see 3 SUP 10 (Approved
persons) and FIT). In certain circumstances, however, the FSA may consider that the
firm is not suitable because of doubts over the individual or collective suitability of
persons connected with the firm
Facts and Matters Relied On
Lacks Honesty and Integrity (relevant to s186(a), (b) and (d))
2.16. The FSA takes the view that Ewa Karczewska lacks honesty and integrity. This is
evidenced by the following facts and matters that the FSA relied upon.
2.16.1. Ewa Karczewska failed to submit a copy of her CV to the FSA on at least
three occasions despite stating that she had sent it. Once received the CV was
found to contain a number of inaccuracies. The FSA allowed Ewa Karczewska
a final opportunity to review and amend her CV. The final version of her CV
submitted to the FSA on 10 October 2011 contained a number of serious
inaccuracies which necessitated verification of other assertions made in the
CV. The inconsistencies consisted of the following:
2.16.2. The CV fails to include any reference to Financial Republic (Advisors)
Limited (her previously FSA regulated firm, where she was both CF1 and
Controller. The firm was cancelled due to her insufficient experience in the
insurance business). This period in her CV is left unaccounted for.
Page 7 of 13
2.16.3. In her representations, Ewa Karczewska stated the initial failure to submit her
CV was because she assumed that the FSA already had it on file as she had
submitted it previously as part of her application for approval as CF1.
Similarly, she said her CV omitted reference to Financial Republic (Advisors)
Limited as she assumed the FSA knew about this. She further said that she had
not had enough time to check the accuracy of the CV before she submitted it
following the requests from the Change in Control case officer. She agreed
that she had not informed the FSA that she did not have enough time to verify
her CV, and that she had given the impression that the CV was accurate.
2.16.4. The CV states that she was an Accountant at Sanders and Associates between
4 September 2001 and 1 February 2002. The FSA contacted Mr A at Saunders
and Associates who confirmed in an email on 10 January 2012 that Ewa
Karczewska was paid £60 in April 2001 and £360 in May 2001 and further
stated that he did not recall anything from her time with them.
2.16.5. The CV further states that she attended a South Bank University ACCA
Course between 2000 and 2001. Ewa Karczewska’s CF1 application at the
target firm included references from Boril Wdowczyk. In an email from 9 May
2011 Boril stated that “she has been an accountant for the past 3 years”. In
order to check the veracity of this claim the FSA contacted South Bank
University. Mr B from South Bank University Student Records Archives
confirmed in an email to the FSA on 17 October 2011 that “The record shows
Ewa Mannoikarczewska enrolled on the ACCA Professional Accountancy
Course, evening only part time attendance from 24/9/2001 to 7/2/02. The
overall result is “Fail Withdrawn”.” Mr B further confirmed that Ewa
Karczewska could not claim to be an accountant on the basis of successfully
having concluded this course.
2.16.6. The FSA contacted ACCA to enquire if Ewa Karczewska or any of the firms
she was associated with were ACCA authorised. Ms C, Regulatory
Compliance Manager at ACCA, responded by email on 2 September 2011 that
“It [Financial Republic] is holding itself out to be an ACCA firm when it
probably shouldn't be and I note that several of the personnel are cited as
being ACCA members or students. I will refer this to our Professional Conduct
Directorate for investigation”.
2.16.7. Ewa Karczewska stated that she considered she had not misled the FSA on her
CV, she had not represented that she had passed the ACCA course, nor that
she was a qualified accountant. She stated that as far as she was concerned she
had not broken the law. She said that she had worked in an accounting role and
according to Wikipedia this enabled her to be referred to as an accountant (by
experience and not by qualification). She did not agree that her CV gave the
impression she was a qualified accountant notwithstanding the references to
her being an accountant and having attended an ACCA course.
2.16.8. The CV states that Ewa Karczewska attended the University of Warsaw and
gives the impression that she obtained a masters degree in philosophy. Ewa
Karczewska was provided with a short document from the University of
Warsaw which was provided to the FSA during the representations meeting.
This document confirmed, in summary, that although she had attended the
University, she had not passed any course or obtained any qualifications. This
is contrary to impression given by her CV. Ewa Karczewska declined to
comment on the document from the University or answer any questions in
relation to it. The FSA takes the view that the CV was again misleading in
relation to Ewa Karczewska's qualifications.
2.16.9. The CV states that Ewa Karczewska is the “owner of Financial Republic –
business specialising in immigration advice. The business is authorised by
OISC”. On 25 October 2011 Ms D from the Office of the Immigration
Services Commissioner (OISC) emailed the FSA to confirm that “According
to our system, the organisation called Financial Republic are no longer
regulated by the OISC and are therefore no longer allowed to give UK
immigration advice”.
2.16.10. The CV states that ‘Ewa Manno Karczewska’ was an AR for Genistar from
1 December 2008 to 1 May 2009. According to FSA records (Tardis and the
externally available FSA Register) she was an AR for Genistar from
27 November 2007 to 19 May 2008.
2.16.11. The CV did not disclose that Financial Republic (Ewa Karczewska’s
Introducer AR) was an AR for Mortgage Advice Bureau from 8 January 2007
to 24 June 2011.
2.16.12. The CV states that she was an Area Sales Manager, supervising a team of nine
consultants for Alico Life Ltd between 9 June 2008 and 1 January 2009. The
FSA’s reference from Ms E, Compliance Programme Manager at Alico, stated
that Ewa started employment on 15 May 2008 and was “originally recruited
as an Area Sales manager but this was changed to a ‘recruiter only’ contract
which was more suited to the time that she had available to work with member
of her team”.
2.16.13. Ewa Karczewska had been required to disclose all companies within which she
held directorships. A review of Companies House highlighted her directorship
of a company that is of particular interest due to its apparent links to financial
services, FR Limited (which was formerly known as Lambert Capital Group).
This has not been FSA authorised and the website has been removed, but the
cache refers to SPOTs, oil long and shorts. Ewa Karczewska had not disclosed
her directorship of this company to the FSA. She explained this was because
the company had not done any business, and therefore took the view that it
was not relevant to disclose it. She stated that with hindsight she had not taken
enough care in presenting information to the FSA.
Lack of reputation and experience directing the business (s186(b))
2.17. The FSA has reasonable grounds to object to the Acquisition on the basis that Ewa
Karczewska lacks reputation and experience of directing the business. This is
evidenced by the following facts and matters that the FSA relied upon, in addition to
those set out above in relation to her qualifications:
2.17.1. The FSA had already issued Ewa Karczewska with a ‘minded to refuse’ letter
in respect of Financial Republic (Advisors) Limited’s authorisation – to be a
controller and CF1 (due to the lack of adequate challenge and oversight and
the ability of the directors to manage and supervise the business).
Authorisation was only granted on the basis of the support and expertise of
two CF1’s. The two CF1’s resigned within approximately three weeks of
authorisation. The FSA’s view is therefore that Ewa Karczewska would not
have had sufficient time to acquire sufficient experience in a role at Financial
Republic (Advisors) Limited.
2.17.2. Ewa Karczewska’s CF1 application at the target firm was approved on the
basis that Boril Wdowczyk would oversee and supervise her work. However
Boril Wdowczyk was first suspended, then removed, as a director and CF1 of
the target firm within less than a month of Ewa Karczewska being approved
(Ewa Karczewska was approved 28 June 2011, Boril Wdowczyk was first
suspended then ultimately removed as a CF1 by Ewa Karczewska on
25 August 2011). Again this short period of time is not considered sufficient to
have provided Ewa Karczewska with adequate experience of operating within
the UK regulatory regime, in the absence of the appropriate supervision. Since
this time, no evidence has been presented to the FSA by Ewa Karczewska
which causes the FSA to take a different view.
2.17.3. The FSA has received three additional CF1 applications for Think
Finance.com. The applications are still pending and will not be concluded until
a later date. Ewa Karczewska is proposing to be a supervisor for at least one of
the CF1 applicants (Sylwia Brandt). Authorisations wrote to Ewa Karczewska
on 17 October 2011 noting “during your recent application to hold CF1 we
were notified you would be acting as financial manager and will be monitored
by Mr Wdowczyk (Boril) who no longer appears to be approved as a CF1.
Please explain the change in the company and how you are satisfied
Ms Brandt will be competently supervised.” Ewa Karczewska responded on
27 October 2011 stipulating that “During the time after my registration I have
completed Supervisor course. This training and the extensive tasks I faced in
the company including audit from FSA in July gave me sufficient experience
and knowledge to be able to act independently and supervise Sylwia in the
future.” The nature of the supervisor course is unclear but the FSA audit was a
TCF visit conducted by SFD which raised a large number of SYSC issues and
led to this change in control assessment (Supervision noted that Ewa
Karczewska was not recorded as a controller at the firm and encouraged her to
submit a change in control application). The FSA considers the outcome of the
TCF visit was to crystallize multiple risks at the firm, and does not in any way
endorse Ewa Karczewska’s view that she has acquired sufficient experience.
2.17.4. Ewa Karczewska, in her oral representations, explained that during the process
of applying for authorisation of Financial Republic (Advisors) Limited and for
approval as CF1, she relied on compliance consultants and had not really
understood the nature of the forms that were submitted to the FSA.
Acquiring control without giving notice (s191A (2) (a))
Repeated failure to comply with FSA requirements (s191A (3) (b))
2.18. The FSA has reasonable grounds to believe that Ewa Karczewska acquired or increased
control without giving notice under s.178 of the Act in circumstances where notice was
required, and repeatedly failed to comply with FSA requirements. The following facts
and matters were relied on in the Warning Notice, and having considered Ewa
Karczewska’s written and oral representations, the FSA continues to rely on the
following:
2.18.1. Ewa Karczewska failed to comply with section 178 of the Act, in that she
failed to seek the FSA’s approval before gaining control over the target firm.
Ewa Karczewska states that she sent the FSA a postacquisition notification in
November 2010 (reflecting the fact that she had acquired 70% of the target
firm on 14 September 2010). In any event, although there is no evidence that
she had submitted an initial notification, such a notification would still have
constituted a postacquisition notification, thus failing to comply with section
178 of the Act.
2.18.2. Ewa Karczewska confirmed that, when she applied for authorisation of
Financial Republic (Advisors) Limited, she had signed an authorisation pack
which included full details of who controlled the firm. When asked why she
had not been aware of the requirements to notify the FSA regarding
controllers, she explained that her compliance consultant had produced all the
forms that she needed to sign previously and she had just signed them.
2.18.3. Ewa Karczewska further failed to comply with section 178 of the Act, when
she submitted a postacquisition notification on 1 September 2011 (stating that
she’d acquired 80% of the target firm on 14 September 2010). Throughout this
process Ewa Karczewska’s actions have fettered the FSA’s ability to assess
and potentially object to her becoming a controller. Notwithstanding Ewa
Karczewska’s explanations of the mechanics of her acquisition of the shares,
her claim to control 89.74 % of the shares of Think Finance.com, is not
supported by the documentation provided because:
•
The legal effect of the ‘Cooperation Agreement between the owners of
“Financial Republic Consultant” and “Financial Republic Advisors”’ is
unclear because the sums paid are referred to as loans and are expressed to be
secured by a charge on the company’s shares, with provisions for transfer of
the shares to the company but no ‘Stock Transfer Form’ has been provided to
evidence the transfer of the shares; and
•
Boril Wdowczyk has not signed or initialled the ”Cooperation Agreement
between the owners of “Financial Republic Consultant” and “Financial
Republic Advisors” to evidence his acceptance of the additional 12% charge
being placed on his shares.
2.18.4. In the course of this Change in Control assessment Ewa Karczewska has
repeatedly failed to demonstrate a basic understanding of the FSA’s controllers
regime, as illustrated by her failure to identify the firm’s controllers; stating in
her Change in Control application that she acquired 80% of control on
14 September 2010, when in fact she only acquired 70% control at that point;
and by further admitting in an email to the FSA on 4 October 2010 that she
was not sure who the controllers were. This latter point was explained by Ewa
Karczeska during her representations as being a ‘joke’.
2.18.5. Ewa Karczewska answered ‘No’ to a key question on her approved persons
application to be a CF1 at the target firm “does the candidate have any
outstanding financial obligations arising from regulated activities, which the
candidate has carried out in the past, in the UK or overseas…..”.FSA records
revealed that, at that time, outstanding fees were owed to the FSA by Financial
Republic in the sum of £1,123.52 and were being referred to debt collectors.
Once this matter had been brought to the attention of the target firm, Ewa
Karczewska justified her negative response by stating that she had not been
aware that the fees were outstanding, just that they were due (the fees become
due when Financial Republic had applied to cancel). The total outstanding fees
were paid by Ewa Karczewska on 5 May 2011. Ewa Karczewska’s conduct in
respect of this matter illustrates another example of nondisclosure to the FSA
and a failure to understand the financial obligations arising from regulated
activities.
2.18.6. Ewa Karczewska failed properly to answer the question on the Change in
Control application form relating to names she has previously used. She
explained during her representations that she had not understood the obligation
to answer the questions, notwithstanding her having read the ‘important
information you should read before completing this form’ on the front page of
the form and signed the declarations as to accuracy at the conclusion of the
form.
2.18.7. Ewa Karczewska explained that she had not taken enough care in filling in
forms for the FSA and in responding to FSA requests for information, because
she had been under pressure arising from her belief that her colleague Boril
had been involved with fraud and she considered the forms and requests for
information a formality. Having taken this into account, notwithstanding this
explanation, in the course of this assessment the FSA considers that Ewa
Karczewska has repeatedly failed to comply with Principle 11 of the FSA's
Principles of Business "A firm must deal with its regulators in an open and
cooperative way, and must disclose to the FSA appropriately anything relating
to the firm of which the FSA would reasonably expect notice”. This is
evidenced by:
1) Multiple inaccuracies, omissions and misleading information in her CV, as
set out above;
2) The FSA receiving four different national insurance numbers for Ewa
Karczewska, all purporting to be hers, but three being either fictional or
referring to another (male) identity. The national insurance numbers were all
provided to the FSA between 21 July 2010 and 17 November 2011 in response
to regulatory requests; the FSA takes into account Ewa Karczewska’s
explanation that she often mixes up numbers due to her dyslexia, and that she
had taken steps to clarify her correct national insurance number. However, the
FSA takes the view that because the FSA makes it clear that it will rely on the
accuracy and completeness of information provided in a submitted application
that she was under a duty to take steps to ensure the information provided was
accurate, by for example having a second person check the information, and
by her own admission she failed to do this. This casts doubt over whether the
FSA will be able to rely on information provided by Ewa Karczewska in the
future.
3) Contradictory accounts of the number of shares she has acquired in the
target company, and how much she paid to acquire them; and
4) Misleading the FSA by stating that Boril Wdowczyk had not been aware
that she suspected him of fraud, when the target firm’s Board minutes dated
6 July 2011 illustrated he was aware.
2.19. On the basis of the facts and matters described above, the FSA has reasonable grounds
to object to the Acquisition on the basis of the assessment criteria set out in section 186
of the Act. Additionally, the FSA objects to Ewa Karczewska’s control of Think
Finance.com on the basis that it reasonably believes, that the tests set out in section
191A(2)(a) and (c) of the Act are established.
3.
DECISION MAKER
3.1
The decision which gave rise to the obligation to give this notice was made by the
Regulatory Transactions Committee (“RTC”) on behalf of the FSA on 26 January
2012.
4
IMPORTANT NOTICES
4.1
This Decision Notice is given to Ewa Karczewska under section 189(7) and (8), section
191A(6), and in accordance with section 185 and section 388 of the Act. The following
statutory rights are important.
The Upper Tribunal
4.2
The Controller has the right to refer the matter to The Upper Tribunal (the “Tribunal”).
The Controller has until 9 March 2012 (or such other period as the Tribunal may allow)
to refer this matter to the Tribunal. A reference to the Tribunal is made by way of
written notice signed by the referring party and filed with a copy of this Decision
Notice. The Tribunal’s address is 45 Bedford Square, London WC1B 3DN
(tel: 020 7612 9700; email financeandtaxappeals@tribunals.gsi.gov.uk). The detailed
procedures for making a reference to the Tribunal are contained in section 133 of the
Act and in the Tribunal’s rules.
4.3
The Controller should note that the Tribunal’s rules provide that, at the same time as
filing a reference notice with the Tribunal, a copy of the reference notice must be sent
to the FSA. Any copy reference notice should be sent for the attention of Hilary
Bourne at the FSA, 25 The North Colonnade, Canary Wharf, London, E14 5HS.
4.4
Once any such referral is determined by the Tribunal and subject to that determination,
or if the Controller chooses not to refer the matter to the Tribunal, the FSA will give the
Controller a Final Notice concerning the implementation of that decision..
Access to evidence
4.5
Section 394 of the Act (Access to Authority material) does not apply to this Decision
Notice.
Confidentiality and publicity
4.6
Ewa Karczewska should note that this Decision Notice may contain confidential
information and should not be disclosed to a third party (except for the purpose of
obtaining advice on its contents). The effect of section 391 of the Act is that neither
Ewa Karczeska nor any other person to whom a Decision Notice is given or copied
may publish the Notice or any details concerning it unless the FSA has published the
Notice or those details.
4.7
Ewa Karczewska should also note that in addition to publishing a Decision Notice or
any details concerning it, the FSA must publish such information about the matter to
which a Final Notice relates as it considers appropriate. Ewa Karczewska should be
aware, therefore, that any Final Notice may contain reference to the facts and matters
contained in this Notice.
FSA contacts
4.8
For more information concerning this matter generally, you should contact Hilary
Bourne, Manager, Change in Control team at the FSA (direct line 020 7066 5968 /
email hilary.bourne@fsa.gov.uk).
Rob Anarfi
Chair of the Regulatory Transactions Committee