FINAL NOTICE

Finance Made Simple Ltd
Flat 7 Ravenet Court
Ravenet Street
London
SW11 5HE

ACTION

1. With effect from 1 April 2014, Finance Made Simple was granted limited interim

permission pursuant to article 56 of the Amendment Order to carry on the regulated
activities of:

a) Credit broking, under article 36A of the RAO; and

b) Providing credit information services, under article 89A of the RAO (without

permission to carry out credit repair services).

2. By an application dated 25 September 2015 Finance Made Simple applied under

section 55A of the Act for Part 4A permission to carry on the regulated activity of
Providing credit information services (without permission to carry out credit repair
services).

3. On 21 October 2016 after the issuing of a Warning Notice, Finance Made Simple stated

in an email that it is “applying for a full authorisation for the below: credit broking”,
however Finance Made Simple had not in fact applied for Part 4A permission to carry on
the regulated activity of credit broking and therefore its interim permission in respect of

that activity had ceased to have effect pursuant to article 58(1)(b) of the Amendment
Order.

4. The Application was incomplete when the Warning Notice was issued. Finance Made

Simple subsequently provided further information on 21 October 2016, but it was
substantially inadequate.

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

SUMMARY OF REASONS

6. The Authority cannot ensure that Finance Made Simple will satisfy, and continue to

satisfy, in relation to the regulated activity for which permission is sought, the
Threshold Conditions.

7. Specifically, the Authority does not consider that Finance Made Simple will satisfy, and

continue to satisfy, the Threshold Conditions in paragraphs 2C (Effective supervision),
2D (Appropriate resources) or 2E (Suitability) of Schedule 6 of the Act.

8. This is based on the recurring failure to respond to various separate requests for the

provision of information considered, by the Authority, to be necessary to allow the
Application to be determined. The outstanding information was first requested on 18
April 2016 and not provided until after the Warning Notice was given to Finance Made
Simple. This further information, once provided, was not of a nature and standard
adequate to satisfy the Authority that the firm would satisfy, and continue to satisfy,
the Threshold Conditions. In particular, the updated business plan and compliance
monitoring programme were fundamentally inadequate.

9. In addition, the Authority notes that the firm has no staff other than the Director and

has not contracted (to date) with an external party to provide support or act as a point
of contact.

10. By its Decision Notice, the Authority gave Finance Made Simple notice that it had

decided to take the action described above.

11. Finance Made Simple 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.

12. 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 Finance
Made Simple Final Notice of its refusal.

DEFINITIONS

13. The definitions below are used in this Final Notice.

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

"Amendment Order" means the Financial Services and Markets Act 2000 (Regulated
Activities) (Amendment) (No 2) Order 2013;

"Application" means the application dated 25 September 2015 made by Finance Made
Simple for Part 4A permission, as referred to in paragraph two above;

“Authority” means the Financial Conduct Authority;

“COND” means the section of the Handbook entitled “Threshold Conditions”;

“Decision Notice” means the decision notice dated 19 December 2016 given to Finance
Made Simple by the Authority;

“Director” means the individual who is the sole director and shareholder of Finance
Made Simple;

“Finance Made Simple” means the applicant, Finance Made Simple Ltd;

"Handbook" means the Authority's handbook of rules and guidance;

"RAO" means the Financial Services and Markets Act 2000 (Regulated Activities) Order
2001;

“SUP” means the section of the Handbook entitled “Supervision”;

“the RTC” means the Regulatory Transactions Committee;

“Threshold Conditions” means the conditions set out in Schedule 6 to the Act for which
the Authority is responsible;

"Tribunal" means the Upper Tribunal (Tax & Chancery Chamber); and

“Warning Notice” means the warning notice issued to Finance Made Simple on 12
September 2016.

FACTS AND MATTERS

14. Finance Made Simple was incorporated on 26 July 2012 and on 1 April 2014 became

regulated by the Authority (with interim permission reference 661884). Finance Made
Simple applied for full authorisation on 25 September 2015 which was within the period
specified by the Authority for the firm to make its application.

15. On 18 April 2016, further information was requested from Finance Made Simple and it

was required to provide the following information in support of the Application by 3 May
2016:

a) up-to-date business plan (to include the permission applied for and how it would

be used by the firm); and

b) compliance monitoring programme.

16. Further to the above, the Authority sent four separate requests to Finance Made Simple

for the provision of the information considered by the Authority to be necessary to allow
the Application to be determined. These requests were made over a six week period;
each request included a statement to the effect that the recipient must contact the

Authority or risk being given a Warning Notice, thereby emphasising the importance of
the requests.

17. A Warning Notice was given to Finance Made Simple on 12 September 2016, following

the firm’s failure to respond. The Director notified the Authority by email on 4 October
2016 that due to the departure of the firm’s only employee he had “no clue about the
lack of details and clarification you have been requesting in the last months”. The
Authority notes that the email address to which correspondence was sent from the
Authority requesting information was the same from which the Director provided the
firm’s written representations, indicating that the email account was active and
accessible to the Director.

18. Furthermore, although the Director expressed willingness in this email to contract with

an external company to assist with accounting services and act as a contact point, the
Authority understands that no contract has been agreed to date.

19. On 21 October 2016, the Director sent an email to the Authority providing an updated

business plan and a compliance monitoring programme.

20. The updated business plan lacked detail and contained out of date financial projections.

21. The compliance monitoring programme was not comprehensive, failed to identify

business risks and regulatory requirements, and failed to outline how compliance would
be monitored.

IMPACT ON THRESHOLD CONDITIONS

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

23. The Authority does not consider that Finance Made Simple will satisfy, and will continue

to satisfy, in relation to the regulated activity for which it seeks permission, the
Threshold Conditions: specifically, the Threshold Conditions in paragraphs 2C (Effective
supervision), 2D (Appropriate resources) or 2E (Suitability) of Schedule 6 of the Act.


The Effective supervision Threshold Condition (paragraph 2C of Schedule 6 to the
Act)

24. 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.

25. Finance Made Simple has not satisfied the Authority that it is capable of being

effectively supervised by the Authority, having regard to all the circumstances, to carry
out the regulated activity for which it has applied for permission. The Authority's view is
based on Finance Made Simple's repeated failure to respond to the Authority's request
for information. In addition, Finance Made Simple only responded to the Authority
following the prompt of the Warning Notice and the information provided was not of a

nature and standard adequate to allow the Authority to ensure that the firm will satisfy,
and continue to satisfy, the Threshold Conditions.

26. In particular, the inadequate compliance monitoring programme failed to identify

business risks and regulatory requirements and, crucially, failed to explain how
compliance would be monitored. Furthermore, the lack of detail and relevance made it
difficult for the Authority meaningfully to assess the Application.

27. The Authority is therefore not satisfied that the information provided by Finance Made

Simple is adequate to allow the Authority effectively to supervise the firm carrying on
the regulated activity for which it seeks permission.


The Appropriate resources Threshold Condition (Paragraph 2D of Schedule 6 to
the Act)

28. A firm's resources must be appropriate in relation to the regulated activities it seeks to

carry on. COND 2.4.2.G(2) states that 'appropriate resources' includes financial and
non-financial resources such as human resources, and effective means by which to
manage risks and any systems, controls, plans or policies that the firm maintains. In
this context, the Authority will interpret the term 'appropriate' as meaning sufficient in
terms of quantity, quality and availability. Consideration will be given to whether these
resources are sufficient to enable the firm to comply with the requirements imposed or
likely to be imposed on the firm by the Authority in the course of exercising its
functions.


29. The Authority is not satisfied that Finance Made Simple's non-financial resources will be

appropriate in relation to the regulated activity it seeks to carry on. The Authority's
view arises out of the following:

a) Finance Made Simple previously only had one employee, whom the Authority has

been informed has left the firm, after which the firm has demonstrated an inability
to manage its affairs, evidenced by the inadequacy of its Application, the significant
delay in providing further information, and the nature and standard of the
information once provided; and

b) Finance Made Simple only has one person (the Director) as a point of contact; the

expressed willingness to contract with an external party does not allay the
Authority's concerns in this regard. The Authority understands that no contract has
been agreed to date and therefore its impact on Finance Made Simple's business
could not be assessed by the Authority.

30. The Authority is therefore not satisfied that the non-financial resources of Finance Made

Simple are appropriate to carry on the regulated activity for which it seeks permission.

The Suitability Threshold Condition (Paragraph 2E of Schedule 6 to the Act)

31. The suitability Threshold Condition requires, amongst other things, that a firm must be

fit and proper having regard to all the circumstances, including the need to ensure that
its affairs are conducted in an appropriate manner, having regarding particular to the
interests of consumers and the integrity of the UK financial system.

32. Finance Made Simple has not satisfied the Authority that it is a fit and proper person,

having regard to all the circumstances, to carry out the regulated activity for which it
has applied for permission. The Authority's view is based on the following:

a) failure of the firm to respond to the Authority's requests for information in a timely

manner. The Authority notes that the email address to which correspondence was
sent to Finance Made Simple requesting information was the same from which the
Director provided the firm’s written representations, indicating that the email
account was active and accessible to the Director; and

b) the inadequacy of the firm's business plan and compliance monitoring programme.

33. In the circumstances, the Authority cannot ensure that, were the Application to be

granted, Finance Made Simple would satisfy, and continue to satisfy, the suitability
Threshold Condition.

34. On the basis of the facts and matters described above, in particular the failure to

provide the information sought, the Authority has concluded that it cannot ensure that
Finance Made Simple will satisfy, and continue to satisfy, the Threshold Conditions in
relation to the regulated activity for which Finance Made Simple would have permission
if the Application was granted.

IMPORTANT NOTICES

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

36. 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.

37. The Authority intends to publish such information about the matter to which this Final

Notice relates as it considers appropriate.

Authority contacts

38. For more information concerning this matter generally, contact John Battram, Manager,

Lending & Intermediaries Division at the Authority (direct line: 020 7066 1252/ email:
John.Battram@fca.org.uk).

David Fisher
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

Relevant provisions of the Authority’s Handbook

Threshold Conditions – COND

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 Handbook, including
the part titled 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). 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 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 2.4.1A(4) states that the matters which are relevant in determining whether A

has appropriate non-financial resources include the skills and experience of those who
manage A's affairs; whether A's non-financial resources are sufficient to enable A to
comply with the requirements imposed or likely to be imposed by the Authority in the
course of the exercise of its functions and any other requirement in relation to whose
contravention the Authority would be the appropriate regulator for the purposes of any
provision of part 14 of FSMA.

11. COND 2.4.2G(2A) states that Paragraph 1A(2) of Schedule 6 of FSMA provides that

'non-financial resources' of a firm for the purposes of the Threshold Conditions include
any system, controls, plans or policies that the firm maintains and the human resources
that the firm has available.

12. 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

13. COND 2.5.1A(1) states that the applicant must be a fit and proper person having regard

to all the circumstances, including:

i.
The need to ensure that the applicant's affairs are conducted in an appropriate
manner, having regard in particular to the interests of consumers and the integrity
of the UK financial system (COND 2.5.1A(1)(c)).

ii.
Whether the applicant 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 prov1s1on of information to the Authority and, where the applicant
has so complied or is so complying, the manner of that compliance (COND
2.5.1A(1)(d)).

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:

i.
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 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 (COND 2.5.6G(1)).

ii.
The firm has taken reasonable care to ensure that robust information and reporting
systems have been developed, tested and properly installed (COND 2.5.6G(16)).