FINAL NOTICE

Integer Vehicle Solutions LTD
Unit 1
Meridian Trading Estate
20 Bugsby’s Way
London
SE7 7SF

ACTION

1. By an application dated 6 June 2019 (“the Application”), Integer Vehicle Solutions
LTD (“IVSL”) applied under section 55A of the Act for Part 4A permission to carry
on the regulated activity of advice, investigation or representation in relation to a
personal injury claim.

2. The Application is incomplete.

3. For the reasons set out below and pursuant to section 55V of the Act, the Authority
has refused the Application.

SUMMARY OF REASONS

4. By its Warning Notice dated 15 June 2021, the Authority gave notice that it
proposed to refuse the Application and that IVSL was entitled to make
representations to the Authority about that proposed action.

5. As no representations were received by the Authority from IVSL within the time
allowed by the Warning Notice, the default procedures in paragraph 2.3.2 of the
Authority’s Decision Procedure and Penalties Manual applied, permitting the
Authority to treat the matters referred to in its Warning Notice as undisputed and,
accordingly, to give a Decision Notice.

6. By its Decision Notice dated 21 September 2021, the Authority gave IVSL notice
that it had decided to take the action described above.

7. IVSL had 28 days from the date the Decision Notice was given to refer the matter
to the Upper Tribunal.

8. 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 IVSL a final notice of its refusal.

9. IVSL has failed to respond to nine separate requests for the provision of information
considered by the Authority to be necessary to allow the Application to be
determined. The last request included a statement to the effect that IVSL must
contact the Authority within 10 business days, or the Authority would recommend
to the Authority’s Regulatory Transactions Committee that IVSL receive a Warning
Notice. No response was received.

10. The Authority has therefore determined the Application based upon the information
received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority cannot ensure that IVSL
satisfies, and will continue to satisfy, the threshold conditions.

11. Authorised firms (and those seeking authorisation) are expected to engage with
the Authority in an open and cooperative way. The failure to provide the requested
information raises concerns that IVSL would fail to do so if the Application were to
be granted.

12. The failure to provide the information raises concerns as to whether IVSL:

a. can be effectively supervised by the Authority as required by threshold
condition 2C (Effective supervision);

b. has appropriate human resources, given IVSL’s failure to provide the
Authority with the requested information as required by threshold condition
2D (Appropriate resources); and

c. will conduct its business with integrity and in compliance with proper
standards as required by threshold condition 2E (Suitability).

DEFINITIONS

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

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

“the Application” means the application referred to in paragraph 1 above;

“the Authority” means the Financial Conduct Authority;

“the Decision Notice” means the Decision Notice dated 21 September 2021 given
to IVSL by the Authority;

“the RDC” means the Regulatory Decisions Committee;

“the RTC” means the Regulatory Transactions Committee;

“SUP” means the Supervision section of the Authority’s handbook;

“SYSC” means the Senior Management Arrangements, Systems and Controls
section of the Authority’s handbook;

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

“the Warning Notice” means the Warning Notice dated 15 June 2021 given to IVSL
by the Authority.

FACTS AND MATTERS

14. The Application was received by the Authority on 6 June 2019.

15. Further information was requested from IVSL under section 55U(5) of the Act.

16. Between 12 December 2019 and 19 February 2021, the Authority sent IVSL sixteen
emails, two letters and made sixteen telephone calls to elicit information that would
assist the Authority in determining the Application.

17. On 12 December 2019, the Authority sent an email to IVSL using the contact details
in the Application requesting the following information in support of the Application
by 23 December 2019:

1) SMCR Form A for IVSL’s sole director; and

2) SMCR Statement of Responsibilities.

18. On 18 December 2019, the Authority sent an email to IVSL requesting the following
information in support of the Application by 10 January 2020:

1) Calculations showing IVSL was meeting or would meet its prudential
resources requirement as set out in CMCOB 7.2;

2) An explanation of why the firm thought it would not be dealing with eligible
complainants as defined under DISP 2.7;

3) An explanation of how the firm generated leads;

4) A copy of the firm’s pre-contract agreement and one-page summary
document; and

5) A fully completed compliance monitoring program, confirming who would be
responsible for the business risks identified by the firm.

19. On 22 January 2020, the Authority attempted to call IVSL to ask when it was going
to provide the information requested on 12 December 2019 and 18 December
2019. There was no response. A voicemail message was left requesting IVSL to
return the Authority’s call.

20. On 27 January 2020, the Authority attempted to call IVSL. Another voicemail
message was left requesting IVSL to return the Authority’s call. The Authority then
sent an email to IVSL informing it that a failure to provide the information requested
on 18 December 2019 by 10 February 2020 would result in the Application being
determined based upon the information received to date. The Authority noted that
this might result in a recommendation to the RTC that it issue IVSL with a Warning
Notice proposing to refuse the Application.

21. On 13 February 2020, the Authority attempted to call IVSL. A voicemail message
was left requesting IVSL to return the Authority’s call.

22. On 4 March 2020, the Authority sent IVSL a letter informing it that a failure to
provide the information requested on 18 December 2019 by 18 March 2020 would
result in the Application being determined based upon the information received to
date. The Authority noted that this might result in a recommendation to the RTC
that it issue IVSL with a Warning Notice proposing to refuse the Application.

23. On 16 June 2020, 18 June 2020, 22 June 2020, 24 June 2020 and 2 September
2020, the Authority attempted to call IVSL again. There was no response to any of
these calls.

24. On 15 September 2020, the Authority sent an email to IVSL attaching a letter
(which was also sent by recorded delivery post). The letter noted the lack of a
response to the Authority’s requests for information on 12 December 2019 and 18
December 2019. The letter informed IVSL that a failure to provide the information
would result in the Application being determined based upon the information
received to date and that this might result in a recommendation to the RTC that it
issue IVSL with a Warning Notice proposing to refuse the Application. IVSL was
given 10 business days to provide the information. IVSL failed to respond by 29
September 2020.

25. On 12 October 2020, IVSL sent an email to the Authority, confirming it had received
the FCA’s most recent communication but was confused as to what it was required
to provide.

26. On 20 October 2020, the Authority sent an email to IVSL, providing copies of the
requests for information on 12 December 2019 and 18 December 2019. The
Authority requested a response by 23 October 2020.

27. On 18 November 2020, the Authority sent another email to IVSL noting that IVSL
had failed to respond to the Authority’s previous email. The Authority asked IVSL
to provide the information requested on 12 December 2019 and 18 December 2019
by 27 November 2020.

28. On 30 November 2020, the Authority attempted to call IVSL. There was no
response. The Authority then sent IVSL an email, asking that the information
requested on 12 December 2019 and 18 December 2019 by provided by 7
December 2020.

29. On 2 December 2020, the Authority called IVSL. IVSL explained that it had been
badly affected over the last year, and it might be taken over by another firm. The
Authority asked IVSL to provide the information requested on 12 December 2019
and 18 December 2019 as soon as possible, and suggested that IVSL should
considering withdrawing the Application if it was unable to provide the information.
IVSL agreed to update the Authority by 16 December 2020. The Authority then
emailed IVSL asking it to confirm by 16 December 2020 whether it wished to
continue pursuing the Application.

30. On 9 December 2020, the Authority called IVSL. IVSL confirmed that it was going
to be bought by another firm, and that this firm had requested details of the
applicant’s current regulatory status. The Authority sent an email to IVSL

confirming that IVSL had temporary permission and that its application for full
authorisation was incomplete.

31. On 16 December 2020, IVSL sent an email to the Authority confirming that its sale
had been agreed and was in the process of being finalised. IVSL stated that its
buyers would contact the Authority.

32. On 17 December 2020, the Authority sent an email to IVSL asking it to confirm by
24 December 2020 whether it wished to continue pursuing the Application.

33. On 4 January 2021, the Authority sent another email to IVSL asking it to confirm
by 8 January 2021 whether it wished to continue pursuing the Application.

34. On 21 January 20201, the Authority called IVSL. The Authority confirmed that it
had not received any response from IVSL’s buyers. IVSL provided the buyers’
names and contact details.

35. On 22 January 2021, the Authority sent an email to the buyers, including the new
sole director of IVSL. The Authority asked IVSL to confirm by 27 January 2021
whether it wished to continue pursuing the Application.

36. On 28 January 2021, the Authority sent a further email to IVSL asking it to confirm
by 1 February 2021 whether it wished to continue pursuing the Application.

37. On 3 February 2021, the Authority sent an email to IVSL attaching a letter (which
was also sent by recorded delivery post). The letter informed IVSL that a failure to
provide the information requested on 12 December 2019 and 18 December 2019
would result in the Application being determined based upon the information
received to date and that this might result in a recommendation to the RTC that it
issue IVSL with a Warning Notice proposing to refuse the Application. IVSL was
given 10 business days to provide the information. IVSL failed to respond by 17
February 2021.

38. On 18 February 2021, the Authority attempted to call IVSL, using the number
supplied previously by IVSL for its new director. The call did not connect. The
Authority then attempted to call IVSL using a second number provided by IVSL.
The Authority left a voicemail message requesting IVSL to return the Authority’s
call.

39. On 19 February 2021, the Authority attempted to call IVSL again. The call was
answered but the recipient did not respond. The Authority then attempted to
contact IVSL using the second number supplied previously by IVSL. The call did not
connect.

40. To date, the Authority has not received any response to its requests for information
on 12 December 2019 and 18 December 2019, and IVSL has failed to provide the
information.

IMPACT ON THRESHOLD CONDITIONS

41. IVSL has failed to respond to nine separate requests for the provision of information
considered by the Authority to be necessary to allow the Application to be
determined. The final request gave IVSL 10 business days to respond, and included
a statement to the effect that IVSL must contact the Authority, or the Authority
would recommend to the RTC that IVSL receives a Warning Notice.

42. The Authority has therefore determined the Application based upon the information
received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority cannot ensure that IVSL
satisfies, and will continue to satisfy, the threshold conditions.

43. Authorised firms (and those seeking authorisation) are expected to engage with
the Authority in an open and cooperative way. The failure to provide the requested
information raises concerns that IVSL would fail to do so if the Application were to
be granted.

44. The failure to provide the information raises concerns as to whether IVSL:

a. can be effectively supervised by the Authority as required by threshold
condition 2C;

b. has appropriate human resources, given IVSL’s failure to provide the
Authority with the requested information as required by threshold condition
2D; and

c. will conduct its business with integrity and in compliance with proper
standards as required by threshold condition 2E.

IMPORTANT NOTICES

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

46. 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.

47. The Authority intends to publish such information about the matter to which this
Final Notice relates as it considers appropriate.

Authority contacts

48. For more information concerning this matter generally, contact Greg Williams,
Manager, Claims Management Companies Transition Team at the Authority (direct
line: 020 7066 1475 / email: Greg.Williams@fca.org.uk).

Kim Heffernan
Executive Decision-Maker on behalf of the Authority

ANNEX A – REGULATORY PROVISIONS RELEVANT TO THIS FINAL NOTICE

Relevant statutory provisions

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

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’s 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.

Threshold condition 2D: Appropriate resources

9. COND 2.4.2G(2) states that the FCA 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 2.4.2G(2A) provides that ‘non-financial resources’ of the firm include human
resources it has available.

11. 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

12. COND 2.5.2G(2) states that the Authority will also take into consideration anything
that could influence a firm's continuing ability to satisfy the threshold conditions
set out in paragraphs 2E and 3D of Schedule 6 to the Act. Examples include the
firm's position within a UK or international group, information provided by overseas
regulators about the firm, and the firm's plans to seek to vary its Part 4A permission
to carry on additional regulated activities once it has been granted that permission.

13. COND 2.5.4G(2)(c) states that examples of the kind of general considerations to
which the Authority may have regard when assessing whether a firm will satisfy,
and continue to satisfy, threshold condition 2E include, but are not limited to,
whether the firm can demonstrate that it conducts, or will conduct, its business
with integrity and in compliance with proper standards.

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 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 Authority’s 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.