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NOTICE OF DECISION

ACTION

1.
For the reasons given below, the Authority has decided to cancel Guyon Capital Management
Limited’s Part 4A permission. The cancellation takes effect on the date of this Notice of Decision.


2.
The effect of the cancellation is that Guyon Capital Management Limited no longer has
permission to carry on any regulated activities.


DEFINITIONS

3.
The definitions below are used in this Notice of Decision (and in the Annex):

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

“the Authority” means the Financial Conduct Authority;

“DISP” means the Authority’s Dispute Resolution: Complaint’s sourcebook, part of the
Handbook;

“EG” means the Enforcement Guide;

“FDA” means the Firm Details Attestation which Authority-authorised firms are required to
submit to the Authority under SUP 16.10;


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“the Further Notice” means the further notice issued by the Authority to GCML dated 19 July
2023;

“GCML” means Guyon Capital Management Limited;

“GCML’s Part 4A permission” means the Part 4A permission granted by the Authority to GCML;
“the Handbook” means the Authority’s Handbook of rules and guidance;

“the Notice” means the notice issued by the Authority to GCML dated 15 May 2023;

“Part 4A permission” means permission to conduct regulated activities, granted by the
Authority under Part 4A of the Act;

“RAG” means regulated activity group as referred to in SUP;

“the Returns” means the FSA038, FSA039 and Complaints returns relating to the period from

1 January 2022 to the period ending 31 December 2022 which were due to be submitted by
GCML to the Authority on various dates between 11 August 2022 and 13 February 2023;

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


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

FACTS AND MATTERS

4.
GCML was authorised by the Authority on 1 December 2001 and given a Part 4A permission to
conduct the following regulated activities:


i. agreeing to carry on a regulated activity;
ii. arranging (bringing about) deals in investments;
iii. making arrangements with a view to transactions in investments; and
iv. managing investments

5.
GCML submitted regulatory returns to the Authority for the periods 1 January 2020 to 31
December 2021 which show that GCML has not generated any income from the regulated
activities it is permitted to carry on.


6.
Under SUP 16.3.13R, SUP 16.7A.3R, SUP 16.12.3R, SUP 16.12.4R, SUP 16.12.12R, SUP
16.12.25R (and the further rules specified therein) in Chapter 16 of SUP and DISP 1.10.1R,
GCML is required to submit the Returns to the Authority by the relevant due date. However,
GCML has failed to submit the Returns to the Authority. The Authority therefore considers that
GCML has failed to provide information to the Authority as is required by the Handbook, namely
the information it is required to provide in the Returns.


7.
In addition, under SUP 16.10.4R, 16.10.4AR and 16.10.14AAR, GCML is required to submit the
FDA to the Authority by the relevant due date. However, GCML has failed to submit the FDA to
the Authority.


8.
On 15 May 2023, the Authority gave GCML the Notice which stated that:

(a)
it appears to the Authority that GCML is carrying on no regulated activity to which its Part
4A permission relates; and

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(b)
the Authority may take action to cancel GCML’s Part 4A permission unless it responds to
the Notice in the manner specified in the directions to the Notice.

9.
GCML failed to respond in the manner specified in the directions to the Notice.

10.
As a result of the matters specified above, on 19 July 2023, the Authority gave GCML the
Further Notice which stated that:

a) the Authority considered that GCML is carrying on no regulated activity to which its Part

4A permission relates; and


b) the Authority proposes to cancel GCML’s Part 4A permission on 17 August 2023 unless

GCML takes the steps specified in the directions to the Further Notice.

11.
GCML failed to take the steps specified in the Further Notice.

CANCELLATION OF PART 4A PERMISSION

12. From the facts and matters described above, and having regard to paragraph 1(3) of Schedule

6A to the Act, the Authority considers that GCML is carrying on no regulated activity to which
its Part 4A permission relates. The Authority has therefore decided to cancel GCML’s Part 4A
permission. The cancellation of GCML’s Part 4A permission takes effect on the date of this
Notice of Decision.


12.
The statutory and regulatory provisions relevant to this Notice of Decision are set out in the
Annexes.

PROCEDURAL MATTERS



13.
This Notice of Decision is given to GCML under paragraph 3 of Schedule 6A to the Act (variation
or cancellation of Part 4A permission on initiative of FCA: additional power).


The following paragraphs are important.

Annulment of the Authority’s decision

14.
If GCML is aggrieved by the decision to cancel its Part 4A permission as set out in this Notice
of Decision, GCML may make an application for an annulment of the Authority’s decision under
paragraph 4 of Schedule 6A to the Act.


15.
GCML must submit a completed application for an annulment of the Authority’s decision to the
Authority by 16 August 2024 and in the manner specified by the Authority.

The Tribunal

16.
GCML does not have a right to refer the decision to give this Notice of Decision to the Tribunal.


17.
The Authority intends to publish such information about the matter to which this Notice of
Decision relates as the Authority considers appropriate. The information may be published in
such manner as the Authority considers appropriate.

18.
For more information concerning this matter generally, GCML should contact Graham Hoyle
(direct line: 020 7066 1692).

Jeremy Parkinson
Enforcement and Market Oversight Division



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ANNEX ON CANCELLATION OF PART 4A PERMISSION ON INITIATIVE OF FCA:

ADDITIONAL POWER

RELEVANT STATUTORY PROVISIONS

1.
The Authority’s operational objectives established in section 1B of the Act include protecting
and enhancing the integrity of the UK financial system and securing an appropriate degree of
protection for consumers.

2.
The Authority is authorised by paragraphs 1(1) and (2) of Schedule 6A to the Act to cancel an
Authority-authorised person’s Part 4A permission, if it appears to the Authority that the
Authority-authorised person is carrying on no regulated activity to which the permission
relates.

3.
Paragraph 1(3) of Schedule 6A of the Act provides that the circumstances in which the Authority
may form the view that an Authority-authorised person is carrying on no regulated activity
include (but are not limited to) circumstances where the person fails—

(b) to provide such information to the Authority as is required by the Handbook.

4.
The Authority must exercise its power to cancel an Authority-authorised person’s Part 4A
permission using its additional own initiative power in accordance with the procedure set out
in paragraph 2 of Schedule 6A to the Act.


RELEVANT HANDBOOK PROVISIONS

5.
In exercising its power to cancel an Authority-authorised person’s Part 4A permission, the
Authority must have regard to the regulatory requirements and guidance published in the
Handbook and in regulatory guides, such as EG. The main considerations relevant to the action
stated in this Notice of Decision are set out below.

Relevant Rules


6. SUP 16.3.13R(1) requires that:

“A firm must submit a report required by this chapter in the frequency, and so as to be
received by the [Authority] no later than the due date, specified for that report.”

7. SUP 16.3.13R(4) states that:


“If the due date for submission of a report required by this chapter is a set period of
time after the end of a half-year, a quarter, or a month, the dates will be determined
by (a) or (b) below except where otherwise indicated:

(a) the firm's accounting reference date;

(b) monthly, 3 monthly or 6 months after the firm's accounting reference date, as the
case may be.”


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8. SUP 16.12.3R(1)(a)(ii) requires that:

“unless (iii) applies, where a firm is required to submit completed data items for
more than one RAG, that firm must only submit the data item of the same name and
purpose in respect of the lowest numbered RAG applicable to it, RAG 1 being the
lowest and RAG 12 the highest.”

9. SUP 16.12.3R(1)(a)(iii) specifies that:

“where a firm is, but for this rule, required to submit data items for more than one
RAG and this includes the submission of data items in respect of fees, the FOS or FSCS
levy, or threshold conditions, that firm must only submit these data items if they
belong to the lowest numbered of the RAGs applicable to it.”

10. The specific reporting requirements for GCML are set out in SUP (taken from SUP 16.12.4R and

DISP 1.10.1R) which stipulate the type, frequency and due date of each of the regulatory reports
which GCML is required to submit, according to the regulated activities which GCML has
permission to conduct:

RAG
Number/Basis
of reporting
requirement

Type of Return(s)
applicable

(Relevant rule)

Frequency of
data item(s) to
be submitted

(Relevant rule)

Due date of
data item(s) to
be submitted

(Relevant rule)

RAG 3
FIN-A Annual

Report and

(SUP 16.7A.3R)

80 business days
(SUP 16.7A.8R)

RAG 3
FSA039
Half yearly

30 business days
(SUP 16.12.13R)

Complaints
return
(DISP
1.10.1R(1))




(DISP 1.10.1R)

Half yearly

(DISP 1.10.1R)

30 business days
(DISP 1.10.5R)

11. SUP 16.10.4R specifies that:

“(1) Within 60 business days of its accounting reference date, a firm must check the
accuracy of its firm details through the relevant section of the [Authority] website.

[…]

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(3) If any of the details are incorrect, the firm must submit the corrected firm details
to the [Authority] using the appropriate form set out in SUP 15 Ann 3 and in accordance
with SUP 16.10.4AR.”

12. SUP 16.10.4AR(1) specifies that:

“A firm must submit any corrected firm details under SUP 16.10.14R(3) using the
appropriate online systems accessible through the [Authority’s] website.”


13. SUP 16.10.14AAR, which applies where, in complying with SUP 16.10.14R(1), a firm does not

need to submit corrected firm details under SUP 16.10.14R(3), specifics that:

“(2) Within 60 business days of its accounting reference date, a firm must submit a
report to the [Authority] confirming that the firm details which it has checked under
SUP 16.10.14R(1) remain accurate, using the appropriate online systems accessible
through the [Authority’s] website.”

Guidance concerning the use of the Authority’s additional power to cancel an authorised
firm’s Part 4A permission on its own initiative

14. Guidance on the use of the Authority’s power to cancel an Authority-authorised person’s Part 4A

permissions on its own initiative under Schedule 6A to the Act is set out in SUP and EG.

15. EG 8.5.2A states that the Authority may cancel the Part 4A permission of a firm that is an

Authority-authorised person, under Schedule 6A of the Act, if:

(1) it appears to the Authority that the firm is carrying on no regulated activity to which

the permission relates; and

(2) the firm has failed to respond as directed by the Authority to notices served by the

Authority to the firm under paragraph 2 of Schedule 6A.

16. EG 8.5.2A also states that Schedule 6A specifies that the Authority may form the view that a firm

is carrying on no such regulated activity on the basis of its failure to pay a periodic fee or levy or
provide information to the Authority, in each case as required by the Handbook.

17. SUP sets out further guidance on the Authority’s power under Schedule 6A of the Act. In

particular, SUP 7.2.2AG states that the Authority may decide to cancel an Authority-authorised
person’s Part 4A permission using its powers under Schedule 6A of the Act:

(1) if that person appears to the Authority not to be carrying on any regulated activity to

which the permission relates, including, without restriction, if the person has failed to:

(b) provide the Authority with information required under the Handbook; and


(2) if that person, when served by the Authority with two notices under paragraph 2 of

Schedule 6A of the Act, has not:

(a)
responded in the manner directed, in those notices or otherwise, by the
Authority; nor


(b)
taken other steps as may also be directed by the Authority;

the second of which notices will specify the effective date of the proposed cancellation.


18. SUP 7.2.2CG states that, apart from the circumstances described in SUP 7.2.2AG(1), the

Authority may also form the view, under Schedule 6A of the Act, that a firm is no longer
conducting any regulated activity to which its permission relates in light of, without restriction:

(1) one or more reports, provided to the Authority by the firm, under SUP 16 or

otherwise, indicating that it is no longer doing so;

19. SUP 7.2.2DG states that:


(1) the Authority’s additional own-initiative variation power under Schedule 6A to the Act

(which includes the power to cancel the Part 4A permission of an Authority-authorised
firm under Schedule 6A of the Act and references to “additional own-initiative
variation power in the remainder of this Notice of Decision should be read as such)
has, unlike the Authority’s own-initiative variation power under section 55J of the
Act, a single basis: that it appears to the Authority that the relevant Authority-
authorised person is not carrying on any regulated activity to which its Part 4A
permission relates.

(2) if the Authority uses its additional own-initiative variation power, it is therefore more

likely to cancel the relevant firm’s Part 4A permission, rather than merely varying it
by removing or amending the description of one or more such activities or by
imposing one or more limitations.

(3) the Authority will, however, consider all relevant facts and circumstances, including,

without restriction:

(a) the relevant firm’s responses, if any, to the notices given by the Authority under

paragraph 2 of Schedule 6A; and

(b) if applicable, the factors described in SUP 6.4.22G, including whether there are

any matters relating to the firm requiring investigation,

before deciding whether to use its additional own-initiative variation power and whether to use
it to cancel or vary.

20. SUP 7.2.7G(1) states that a firm has no right of referral to the Tribunal in respect of the Authority

exercising its additional own-initiative variation power, under Schedule 6A to the Act, on the
Authority-authorised firm’s Part 4A permission.