Bailey Financial Limited

Limits on what they may do

• No new customers - effective 14/11/2022

  Requirement 1 (New Business restriction) 1. The Firm must not, without prior written consent of the FCA carry out any regulated activities for which it has Part 4A permission, nor any ancillary activities with new customers, other than administrative tasks, such as factually responding to queries, that are not likely to be perceived as encouraging new customers. This restriction includes any pipeline new customer business. 2. In Requirement 1: (a) new customer means any customer other than existing customers of the Firm as at the Effective Date; and (b) pipeline new customer business means business which the Firm has been requested to carry out prior to the Effective Date for persons who would have become new customers after the Effective Date if the firm were to carry out that business.

• Asset Restriction - effective 14/11/2022

  Requirement 2 (Assets restriction) 3. The Firm must not, without the prior written consent of the FCA, in any way dispose of, withdraw, transfer, deal with or diminish the value of any of its own assets, and any funds it holds for, or to the order of, its customers (whether in the United Kingdom or elsewhere). 4. The assets restriction does not apply to monetary payments or the disposal of assets made by the Firm in the ordinary course of business as described in paragraph 9. 5. For the avoidance of doubt, any transfer between the Firm’s bank or securities accounts requires the FCA prior written consent. 6. The FCA regards any disposal or transfer of client books or files by the Firm, its advisers or employees, as diminishing the value of the Firms’ assets, namely the goodwill arising in relation to the client books or files, regardless of whether the Firm, advisers or employees consider that the Firm owns the client books or files. 7. For the avoidance of doubt, the following payments shall not be regarded as payments in the ordinary course of business (not an exhaustive list): a. Payments of unusual or significant amounts to the Firm’s controllers, shareholders, directors, officers, employees or any connected persons. b. The making of any capital distribution. c. The making of any gift or loan by the Firm to any party. d. Payments made as part of any financial restructuring or reorganisation of its business (whether share or asset based). 8. For the purpose of paragraph 7, the FCA will consider payments in excess of £5000 to be payments of a significant amount, whether as a single transaction or a combination of related transactions. The FCA may also consider payments of amounts below £5000 to be significant depending on the particular circumstances and context. 9. The assets restriction in paragraph 3 does not apply to: a. Transactions in the ordinary course of carrying on regulated activities with existing customers. b. Payments of funds the Firm’s suppliers or other relevant third parties in the ordinary course of business where necessary to fulfil the Firm’s contractual obligations. c. Usual and proper salary payments and pension contributions made by the Firm. 10. For the avoidance of doubt, the Requirement above is an asset restriction for the purpose of section 55P of FSMA. Requirement 3: Notification requirements 11. The Firm must nominate an FCA-Approved SMF Manager to provide written confirmation by email to the FCA that the Firm is in compliance with these Requirements at the Effective Date and on a monthly basis following the Effective Date. 12. In addition, the Firm must ensure that the FCA is informed on an ongoing basis and through the Firm’s usual FCA supervisory contact, of the Firm’s correspondence/ with its professional indemnity insurance (PII) provider. Requirement 4: Secure records 13. The Firm must secure and retain all books and records and preserve all information and systems, in a form that can be provided to the FCA, or to a person named by the FCA, promptly on its request. 14. The Firm must retain all books, records, information and systems at a location within the United Kingdom and must notify the FCA of the location in writing by email to the Firm’s usual FCA supervisory contact within 5 days of the Effective Date.

• Asset Restriction Amendment - effective 21/08/23

  Requirement 2 (Assets restriction) All other requirements since 14/11/22 (in other paragraphs not listed here), remain in place. 4. Except in relation to paragraphs 10 to 13, the assets restriction does not apply to monetary payments or the disposal of assets made by the Firm in the ordinary course of business. 5. For the purposes of paragraph 4, ordinary course of business is to be read as follows: a) Transactions in the ordinary course of carrying on regulated activities with existing customers. b) Payments of funds to the Firm’s suppliers or other relevant third parties in the ordinary course of business where necessary to fulfil the Firm’s contractual obligations. c) Usual and proper salary payments and pension contributions made by the Firm. 9. For the purpose of paragraph 5, the FCA will consider payments in excess of £5,000 to be payments of a significant amount, whether as a single transaction or a combination of related transactions. The Firm will seek the prior written consent of the FCA in relation any payments in excess of £5,000. The FCA may also consider payments of amounts below £5,000 to be significant depending on the particular circumstances and context. 10. The Firm must segregate its bank accounts so that all remuneration the Firm receives from its providers of regulated financial products sold to customers is held in a separate bank account to its main business accounts and other accounts. The firm must not remove or dispose of any of these funds/assets (including where the payments would otherwise be considered the ordinary course of business per paragraph 4 and 5) without the prior written consent of the FCA. 11. If the segregated account is a new account, the Firm must notify all its product providers about the segregated bank account mentioned in paragraph 10 above and ask them to confirm to the Firm in writing that they will make any remuneration payments that are owed to the Firm into that account. 12. The Firm must use its best endeavours to progress the sale of ………… and any proceeds of sale must be paid into the segregated bank account referred to in paragraph 10. The buyer of this property must be notified of the segregated bank account mentioned in paragraph 10 above and asked for written confirmation that it will pay the sale proceeds into this account. The Firm will provide a copy of the written confirmation to the FCA upon request. The Firm must not remove or dispose of any of these funds/assets (including where the payments would otherwise be considered the ordinary course of business per paragraph 4 and 5) without the prior written consent of the FCA. 13. In the event the FCA consents to any disposal or transfer of client books or files by the Firm, its advisers or employees, any proceeds of sale must be paid into the segregated bank account referred to in paragraph 10. The buyer of the client books or files must be notified of the segregated bank account mentioned in paragraph 10 above and asked for written confirmation that it will pay the sale proceeds into this account. The Firm will provide a copy of the written confirmation to the FCA upon request. The Firm must not remove or dispose of any of these funds/assets (including where the payments would otherwise be considered the ordinary course of business per paragraph 4 and 5) without the prior written consent of the FCA. 14. For the avoidance of doubt, the Requirement above is an asset restriction for the purpose of section 55P of FSMA. 15. Pursuant to s 55P(5)(b) the FCA will give notice of the requirement in paragraphs 6, 9, 10, 12 and 13 to any institutions with whom the Firm keeps an account, so that the relevant institution will not be permitted to allow release of the funds in the accounts other than in accordance with the terms of the Requirements.

• Notification Requirements - effective 21/08/23

  Requirement 3: Notification requirements 16. The Firm must provide the following written notifications to the FCA: a) The Firm must provide written confirmation by email to the FCA that the Firm is in compliance with these Requirements at the Effective Date and on a monthly basis following the Effective Date. b) The Firm must provide written confirmation that the Requirements contained in paragraphs 10 to 11 have been complied with within 10 working days from the Effective Date of those Requirements. c) In addition, the Firm must ensure that the FCA is informed on an ongoing basis and through the Firm’s usual FCA supervisory contact, of the Firm’s correspondence with its professional indemnity insurance (PII) provider.