M.r. Ratcliffe Consultants Limited

Limits on what they may do

• No new business

  Business Restriction 1. The Firm must not carry on any regulated activity for which it has Part 4A permission without the prior written consent of the FCA. For the avoidance of doubt, this includes, but is not limited to, providing services to any insurance undertaking, arranging new insurance policies, or otherwise carrying on insurance distribution activities in relation to new business. Nothing in this requirement prevents the Firm from renewing existing policies where such renewals do not involve the arrangement of new business. Asset Restriction 2. The Firm must not, without the prior written consent of the FCA, in any way, dispose of, withdraw, transfer, deal with or otherwise diminish the value of any of its assets and/or funds, (whether in the United Kingdom or elsewhere) (the “own assets restriction”). 3. The own assets restriction does not apply to monetary payments or disposal of assets made by the Firm in the ordinary course of business including for the purpose of facilitating an orderly administration process, amounting to no more than £5,000, whether as a single transaction or a combination of related transactions. Any payments amounting to more that £5,000 requires written approval from the FCA prior to the payment being made. 4. For the purposes of paragraph 3, the FCA considers that the following would be in the ordinary course of business: a) transactions giving effect to instructions initiated by clients of the Firm, other than any clients that are also the Firm’s controllers, members, officers or employees; b) payments of funds to the Firm’s suppliers or other third parties in satisfaction of the Firm’s contractual and/or legal obligations (including but not limited to payments of or on account of professional fees or expenses, including but not limited to legal, compliance and/or other professional fees or expenses of any professionals or consultants appointed by the Firm to advise in connection with its wind down or otherwise); and c) usual and proper salary payments made by the Firm. 5. For the purposes of paragraph 3, the FCA considers that the following would not be regarded as being made in the ordinary course of business: a) the payment of unusual or significant amounts to persons connected with the Firm, including, without limitation, the Firm’s controllers, shareholders, directors, officers, employees, partners or any other connected persons; b) the making of any capital distribution; c) the making of any gift or significant loan by the Firm to any party; d) the entry into, or making of any payment in connection with, any financial reconstruction or reorganisation; e) the transfer of any cash or assets, (including, but not limited to, by dividend, loan, transfer of collateral, or by repayment of an intercompany loan or subordinated debt); f) the taking of any action in respect of the Firms’ assets which has, or may have, the effect of creating any charge, security interest, lien, preferred creditor arrangement or other similar economic interest over any asset; g) the incurring or increasing of the Firm’s contractual or other liabilities, including, without limitation, any liability under a guarantee or indemnity; h) the taking of any other action which would have the effect of diminishing the value of the Firm’s assets; or i) the sale, transfer or other disposal of the Firm’s client book. 6. For the avoidance of doubt, the requirement in paragraph 2 is an assets requirement pursuant to section 55P(4)(a) of FSMA.