1
IN THE HIGH COURT OF JUSTICE NO: FS-2017-000002
BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
FINANCIAL SERVICES AND
REGULATORY LIST
IN THE MATTER OF BARCLAYS BANK PLC
- and -
IN THE MATTER OF WOOLWICH PLAN MANAGERS LIMITED
- and-
IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
____________________________________________________________________________
RING-FENCING TRANSFER SCHEME
pursuant to Part VII of the Financial Services and Markets Act 2000 for the transfer to
Barclays Bank UK PLC, Barclays Investment Solutions Limited and Barclays Security Trustee
Limited of part of the business and operations of Barclays Bank PLC and Woolwich Plan
Managers Limited in connection with the implementation of proposals that will result in Barclays
Bank UK PLC becoming a ring-fenced bank
____________________________________________________________________________
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(NV/BDM)
550206451
2
CONTENTS
PART 1: TRANSFER OF TRANSFERRING BUSINESSES 4
1. INTRODUCTION 4
2. INTERPRETATION 7
3. BUSINESS TRANSFERS 7
4. TRANSFER OF ASSETS 8
5. TRANSFER AND ASSUMPTION OF LIABILITIES 9
6. RIGHTS AND OBLIGATIONS IN TRANSFERRING CONTRACTS AND SPLIT
CONTRACTS 10
7. AMENDMENTS TO AGREEMENTS 15
8. SECURITY TRUST 24
9. TRANSFER OF SECURITY INTERESTS 24
10. RIGHTS AND OBLIGATIONS IN THE RELEVANT SECURITY AGREEMENTS 26
11. TRANSFER OF AND VARIATION OF GUARANTEES 31
12. RIGHTS AND OBLIGATIONS IN THE RELEVANT GUARANTEE AGREEMENTS 33
13. TRANSFER OF AGENCY, TRUSTEE AND INTERCREDITOR ARRANGEMENTS
UNDER SYNDICATABLE AND SYNDICATED LOAN FACILITIES 39
14. TREASURY AND FUNDING ARRANGEMENTS 41
15. FINANCIAL MARKET INFRASTRUCTURES AND PAYMENT SCHEMES 47
16. TAX ASSETS AND LIABILITIES 48
17. DECLARATIONS OF TRUST 49
18. WRONG POCKETS 52
19. INDEMNITY 53
20. LEGACY LIABILITIES 54
21. CONDUCT OF PROCEEDINGS 55
3
22. CONSEQUENCES OF THE SCHEME 56
23. EVIDENCE: BOOKS AND RECORDS 58
24. RIGHTS OF THE RELEVANT TRANSFEREE(S) 59
25. DATA PROTECTION AND DATA SHARING 61
26. FURTHER ASSURANCE 62
PART 2: OTHER MATTERS 64
27. TRANSFER OF BBUKPLC SHARES 64
28. SERVCO OPERATIONS AND SERVCO ITEMS 64
PART 3: MISCELLANEOUS PROVISIONS 69
29. EFFECTIVE TIME OF THE SCHEME 69
30. PAYMENTS 69
31. GOVERNING LAW AND JURISDICTION 69
32. THIRD PARTY RIGHTS 70
33. MODIFICATION OF THE SCHEME 70
34. EVIDENCE OF TRANSFER 71
35. COSTS AND EXPENSES 71
SCHEDULE DEFINITIONS AND INTERPRETATION 72
APPENDIX 1 IN-SCOPE BARCLAYCARD PRODUCTS 155
APPENDIX 2 RETAINED CORPORATE PRODUCTS 156
APPENDIX 3 RETAINED WIM PRODUCTS 158
APPENDIX 4 BUK PROPERTIES 160
APPENDIX 5 SERVCO PROPERTIES 189
4
PART 1: TRANSFER OF TRANSFERRING BUSINESSES
1. INTRODUCTION
1.1 BPLC is the parent company of the Barclays group of companies.
1.2 BBPLC is a direct subsidiary of BPLC and undertakes banking and investment banking
business, including deposit-taking, lending, trading in securities on its own account and
undertaking trading in securities as agent for customers. BBPLC is an authorised person
within the meaning of FSMA and has permission, under Part 4A of FSMA, to accept
Deposits and to carry on the other regulated activities inherent in its business. BBPLC
accepts Core Deposits and conducts business that only a ring-fenced body will be
permitted to undertake and business which a ring-fenced body will not be permitted to
undertake within the Group when Part 9B of FSMA is brought fully into force.
1.3 WPML is a direct subsidiary of BBPLC whose principal activity is to act as individual
savings account (ISA) plan manager and provide investment accounts through which
certain funds and structured products are available as investments to be chosen by those
retail customers that have an account provided by WPML. WPML is authorised in the UK
under Part 4A of FSMA to conduct a range of regulated activities.
1.4 BBUKPLC is a direct subsidiary of BBPLC and an authorised person within the meaning
of FSMA which has permission, under Part 4A of FSMA, to accept Deposits and otherwise
to carry on business which a ring-fenced bank is permitted to undertake. With effect from
the Effective Time, BBUKPLC will accept Core Deposits from the public, and with effect
from 1 January 2019, BBUKPLC will be the ring-fenced body within the Group.
1.5 As of the Effective Time, BISL will be a subsidiary of BBUKPLC, will be an authorised
person within the meaning of FSMA and will have permission, under Part 4A of FSMA, to
manage investments, deal in investments as agent and otherwise to carry on the business
of a retail investment manager. With effect from the Effective Time, BISL will offer a UK
investment platform which will perform agency dealing for certain Group customers and
safeguard those customers’ assets.
1.6 The Security Trustee is a direct subsidiary of BPLC and has been established to hold the
benefit of each Security Trust Security Interest on trust for BBUKPLC and BBPLC or
BBUKPLC only, subject to, and in accordance with, the Security Trust Deed. The Security
Trustee has permission under Part 4A of FSMA to carry out debt administration services.
1.7 ServCo is a company dedicated to the provision of services to companies in the Group,
including BBPLC and BBUKPLC, and helps to ensure the continuity of the provision of
critical services to members of the Group. ServCo is a direct subsidiary of BPLC and is
an appointed representative of both BBPLC and BBUKPLC.
1.8 Subject to and in accordance with the terms of this Scheme, it is proposed that the
Transferring Businesses (including the relevant Transferring Items, Relevant Security
Interests and Relevant Guarantees comprised in such Transferring Businesses) be
transferred to the Relevant Transferees, and the Security Trust Security Interests be
5
transferred to the Security Trustee, pursuant to a ring-fencing transfer scheme under Part
VII of FSMA and that the relevant transfers should take effect at the Effective Time (or, in
respect of Residual Assets and Residual Liabilities, the Subsequent Transfer Date, in
respect of Residual Security, the Residual Security Transfer Date, and in respect of
Residual Guarantees, the Residual Guarantee Transfer Date) including:
(A) the transfer of BBPLC’s UK retail banking operations and parts of its business
banking operations, including deposit-taking, mortgage lending, payment cards
and digital payment solutions, personal loans, corporate banking for smaller
businesses, certain loans to larger corporate banking customers, including
certain syndicated and syndicatable loans, investment advisory and wealth
management businesses (as described more fully in the definition of Transferring
BUK Businesses), to BBUKPLC, including the transfer of certain assets and
liabilities in respect of:
(i) BBPLC’s “Personal Banking” business;
(ii) certain parts of BBPLC’s “Barclaycard” business;
(iii) certain parts of BBPLC’s “Corporate and Business Banking” business,
including certain Designated Corporate Bank Loans;
(iv) certain parts of BBPLC’s “Wealth and Investments” businesses;
(v) certain of BBPLC’s internal capital instruments and funding, liquidity pool,
hedging and securities financing in respect of the Transferring BUK
Businesses (as described more fully in the definitions of BUK Treasury
Items, BUK Covered Bond Programmes, BUK Securitisation
Programmes, BUK Liquidity Pool, In-Scope Hedging Agreement and In-
Scope Securities Financing Agreement);
(vi) the participation of BBPLC in various financial market infrastructures and
payment schemes in respect of the Transferring BUK Businesses (as
described more fully in the definitions of BUK FMI Items and Transferring
BUK Payment Schemes);
(vii) certain of BBPLC’s third party supplier arrangements;
(each of the assets and liabilities referred to in sub-Clauses 1.8(A)(i) to 1.8(A)(vii)
being described more fully in the definition of Transferring BUK Items)
(viii) certain interests in security granted to BBPLC in respect of customers
whose relationships are transferring to BBUKPLC (as described more
fully in the definition of BUK Security Interests); and
(ix) the benefit of certain guarantees granted to BBPLC (as described more
fully in the definition of Relevant Guarantees);
6
(B) the transfer of certain parts of BBPLC’s and WPML’s UK wealth management
businesses, including in respect of agency dealing and execution services for
customers and the associated safeguarding of their assets, and the roles of
WMPL as plan manager, administrator and/or trustee in respect of certain
structured products and investment accounts (as described more fully in the
definition of Transferring BISL Businesses) to BISL;
(C) the transfer of the Security Trust Security Interests to the Security Trustee;
(D) the making of consequential amendments to certain contractual terms and
conditions to give effect to the transfers contemplated by the Scheme, including:
(i) the amendment of certain Transferring BISL Contracts and Relevant
Parts of Split WIM Contracts to provide that, in respect of uninvested or
other cash balances held in BBPLC as deposits in respect of certain
Transferring BISL Products, from the Relevant Date such balances shall
be treated as being held by BISL as client money (as described more fully
in Clause 7.3);
(ii) amending certain BUK Customer Contracts and Relevant Parts of Split
WIM Contracts to remove references to certain facilities being available
under ‘portfolio finance products’ to In-Scope Customers (as described
more fully in Clause 7.4);
(iii) changing references to the Barclays Bank Base Rate in certain contracts
to the Bank of England Bank Rate (as described more fully in Clause 7.5);
(iv) the amendment of existing set-off and deductions provisions in certain
BUK Customer Contracts, BISL Customer Contracts and Relevant Parts
of Split Contracts and Retained Contracts and Retained Parts of Split
Contracts to allow such provisions to apply across BBUKPLC, BISL and
BBPLC and their respective subsidiaries (as described in more detail in
Clauses 7.7 to 7.10);
(v) the splitting of guarantee arrangements in respect of liabilities that will be
transferred and, where applicable, split between BBUKPLC and BBPLC
(as described more fully in Clause 11);
(vi) effecting certain amendments to Transferring BUK Treasury Instrument
Documents, Split Treasury Instrument Documents, In-Scope BUK
Treasury Instruments and Retained Treasury Instruments (as described
more fully in Clause 14.1); and
(vii) effecting certain amendments to data protection and data sharing clauses
within certain contracts to permit the sharing of data and information
within and between members of the Group (as described more fully in
Clause 25).
7
1.9 In connection with the Scheme and to secure that it is fully and effectively carried out, it
is proposed that the following transfers are effected under section 112(1)(d) of FSMA:
(A) the transfer of the BBUKPLC Shares from BBPLC to BPLC, to be effected as a
distribution in kind; and
(B) the transfer of certain of BBPLC’s third party supplier arrangements and related
operations (as described more fully in the definitions of ServCo Operations and
ServCo Contracts) in the UK to ServCo, and consequential amendments to
certain ServCo Contracts to allow the services and materials provided under such
contracts to be provided on a pass-through basis to, and for the benefit of, Group
companies other than the Group entity which is party to the relevant contract,
each as described in Part 2 of this Scheme.
1.10 The purposes of the Scheme include:
(A) to transfer any Deposits that are intended or expected to be Core Deposits to
BBUKPLC and thereby enable BBUKPLC to carry on ring-fencing activities in
accordance with ring-fencing requirements set out in primary and secondary
legislation, PRA Rules and PRA Supervisory Statements (the “ring-fencing
provisions”);
(B) to facilitate BBPLC in not accepting Core Deposits after 31 December 2018;
(C) to enable investment services (including agency dealing services and the
safeguarding of customer assets) to be provided to BBUKPLC customers (as well
as to certain BBPLC customers) from a wholly-owned subsidiary of BBUKPLC
(BISL), whilst ensuring that BBUKPLC does not provide such services (and as a
result will not carry on Excluded Activities or Prohibited Activities occasionally
incidental to the provision of such services); and
(D) to transfer legal title to certain security interests to the Security Trustee, thereby
enabling BBUKPLC to enforce security independently of BBPLC, in compliance
with the ring-fencing provisions.
1.11 The Relevant Transferors and the Relevant Transferees have each agreed to appear
jointly represented by Counsel on the hearing of the application to sanction this Scheme.
2. INTERPRETATION
The definitions and principles of interpretation set out in the Schedule to this document
shall apply in this Scheme.
3. BUSINESS TRANSFERS
Subject to Clauses 4.4 and 5.3, on and with effect from the Effective Time, the
Transferring Businesses (including the relevant Transferring Items, Relevant Security
8
Interests, BUK Guarantees and Part Transferring Split Guarantees comprised in such
Transferring Businesses, the transfers of and amendments to which are more particularly
described below in this Scheme) shall be transferred to, and shall become vested in, the
Relevant Transferees in accordance with, and subject to, the terms of this Scheme, save
in respect of any Residual Assets, Residual Liabilities, Residual Security or Residual
Guarantees, which shall transfer to or be assumed by (as applicable) the Relevant
Transferee on the Subsequent Transfer Date, the Residual Security Transfer Date or
Residual Guarantee Transfer Date (as applicable) in accordance with, and subject to, the
terms of this Scheme.
4. TRANSFER OF ASSETS
4.1 Subject to Clauses 4.2 and 4.4, on and with effect from the Effective Time, the
Transferring Assets shall, by this Scheme and without any further act or instrument, be
transferred to, and legal and beneficial title in respect of those Transferring Assets held
by the Relevant Transferor immediately prior to the Effective Time shall vest in, the
Relevant Transferees in accordance with the terms of this Scheme. Any Security Interest
affecting or otherwise securing that Transferring Asset will be dealt with in accordance
with Clause 9 or for Third Party Administered Security under Clause 13. Any Guarantee
guaranteeing that Transferring Asset will be dealt with in accordance with Clause 11.
Rights under Syndicatable Loan Facilities and Syndicated Loan Facilities will be dealt
with in accordance with Clause 13.
4.2 Subject to Clause 4.4, on and with effect from each Subsequent Transfer Date, each
Residual Asset to which such Subsequent Transfer Date relates shall, by this Scheme
and without any further act or instrument, be transferred to, and legal and beneficial title
(where such beneficial title has not already transferred pursuant to the creation of a trust
as provided in Clause 17 or pursuant to any other agreement between a Relevant
Transferor and a Relevant Transferee) held by the Relevant Transferor immediately prior
to the Subsequent Transfer Date in respect of such Residual Asset, Residual Security or
Residual Guarantee shall vest in, the Relevant Transferee in accordance with the terms
of this Scheme.
4.3 Except as otherwise agreed in writing between the Relevant Transferor and the Relevant
Transferee, the Relevant Transferee shall accept without investigation such title as the
Relevant Transferor shall have (i) in the Transferring Assets, Relevant Security Interests
or Relevant Guarantees as at the Effective Time, and (ii) in the Residual Assets, Residual
Security and Residual Guarantees as at the relevant Subsequent Transfer Date, Residual
Security Transfer Date or Residual Guarantee Transfer Date (as applicable) on which
such Residual Asset, Residual Security or Residual Guarantees transfers to the Relevant
Transferee.
4.4 In respect of any Transferring Asset held by a Relevant Transferor in respect of In-Scope
Customers who are Sanctions Customers or in respect of whom the transfer of their
accounts to BBUKPLC pursuant to this Scheme would be prohibited by applicable law
(including as a result of the application of the Proceeds of Crime Act 2002), such assets
(and any associated liabilities) shall not transfer to the Relevant Transferee unless and
until the Relevant Transferor and/or Relevant Transferee (as applicable) have been
9
granted any relevant licences or consents required to make such transfer in accordance
with applicable law, or the relevant restrictions preventing such transfer cease to apply,
and the trust and indemnity provisions set out in Clauses 17 and 19 shall not apply to any
such assets and liabilities. Upon the grant of any such relevant licence or consent, or the
relevant restrictions preventing such transfer ceasing to apply, such assets (and any
associated liabilities) shall transfer to the Relevant Transferee.
4.5 Any Transferring Assets (and any associated liabilities) which are the subject of a freezing
order or other restriction granted by a Court of competent jurisdiction shall, following their
transfer to the Relevant Transferee, be subject to the same restrictions as applied to such
assets and liabilities immediately prior to the Relevant Date.
4.6 For the avoidance of doubt, where the transfer or vesting of a Transferring Asset, Relevant
Security Interest or Relevant Guarantee or a Residual Asset, Residual Security or
Residual Guarantee has the effect, by operation of law outside of this Scheme, of causing
the benefit of an item falling within limbs (M) and (N) of the definition of Retained Items to
accrue to a Relevant Transferee, such accrual of such item shall not prevent this Scheme
from operating to transfer or vest the relevant Transferring Asset, Relevant Security
Interest or Relevant Guarantee or Residual Asset, Residual Security or Residual
Guarantee to or in the Relevant Transferee.
5. TRANSFER AND ASSUMPTION OF LIABILITIES
5.1 Subject to Clauses 5.2 and 5.3, on and with effect from the Effective Time, the Assumed
Liabilities shall, by this Scheme and without any further act or instrument, be transferred
to, assumed by and become liabilities of, the Relevant Transferees, and shall cease to
be liabilities of each Relevant Transferor, in accordance with the terms of this Scheme.
5.2 Subject to Clause 5.3, on and with effect from each Subsequent Transfer Date, each
Residual Liability to which such Subsequent Transfer Date applies shall, by this Scheme
and without any further act or instrument, be transferred to, assumed by and become a
liability of, the Relevant Transferee and shall cease to be a liability of the Relevant
Transferor.
5.3 In respect of any Assumed Liability held by a Relevant Transferor in respect of In-Scope
Customers who are Sanctions Customers or in respect of whom the transfer of their
accounts to BBUKPLC pursuant to this Scheme would be prohibited by applicable law
(including as a result of the application of the Proceeds of Crime Act 2002), such liabilities
(and any associated assets) shall not transfer to, be assumed by or become liabilities of
the Relevant Transferee unless and until the Relevant Transferor and/or Relevant
Transferee (as applicable) have been granted any relevant licences or consents required
to make such transfer in accordance with applicable law, or the relevant restrictions
preventing such transfer cease to apply, and the trust and indemnity provisions set out in
Clauses 17 and 19 shall not apply to any such assets and liabilities. Upon the grant of
any such relevant licence or consent, or the relevant restrictions preventing such transfer
ceasing to apply, such liabilities (and any associated assets) shall transfer to, be assumed
by, and become liabilities of the Relevant Transferee.
10
5.4 Any Assumed Liabilities (and any associated assets) which are the subject of a freezing
order or other restriction granted by a Court of competent jurisdiction shall, following their
transfer to and assumption by the Relevant Transferee, be subject to the same restrictions
as applied to such liabilities and assets immediately prior to the Relevant Date.
6. RIGHTS AND OBLIGATIONS IN TRANSFERRING CONTRACTS AND SPLIT
CONTRACTS
Transfer of Transferring Contracts and Relevant Parts of Split Contracts
6.1 On and with effect from the Relevant Date:
(A) every Transferring Contract, and the Relevant Part of each Split Contract, shall
have effect as if it was made with the Relevant Transferee instead of with the
Relevant Transferor and any reference to the Relevant Transferor (howsoever
worded and whether express or implied) in that contract were to the Relevant
Transferee;
(B) in respect of each Split Contract, each Relevant Part (as shall be held by the
Relevant Transferee in respect of such Relevant Part) shall be treated as a
separate contract to the Retained Part and each other Relevant Part;
(C) a Relevant Transferee shall become entitled to the same rights under or pursuant
to a Transferring Contract or the Relevant Part of each Split Contract as were
available to or against the Relevant Transferor in respect of that contract or
Relevant Part of such contract immediately prior to the Relevant Date, as if the
Relevant Transferee had been a party to such contract or Relevant Part of such
contract from its inception, as the case may be, and accordingly such rights as
were available to the Relevant Transferor under or in respect of that Transferring
Contract or the Relevant Part of that Split Contract prior to the Relevant Date
shall be extinguished as regards that Relevant Transferor from the Relevant Date;
and
(D) any person who is a counterparty to, or a third party with rights under, a
Transferring Contract or the Relevant Part of a Split Contract shall become
entitled to the same rights as against the Relevant Transferee under or pursuant
to a Transferring Contract or the Relevant Part of a Split Contract as were
available to it against the Relevant Transferor immediately prior to the Relevant
Date as if the Relevant Transferee had been a party to such contract or Relevant
Part of such contract from its inception, and accordingly such rights as were
available to that party as against the Relevant Transferor under or in respect of
that Transferring Contract or the Relevant Part of a Split Contract before the
Relevant Date shall be extinguished from the Relevant Date.
6.1A Where, pursuant to limb (C) of the definitions of Residual BUK Asset and Residual BISL
Asset and limb (D) of Residual BUK Liability and Residual BISL Liability, the Relevant
Transferor(s) and Relevant Transferee(s) agree that the rights and benefits (subject to
the burdens) of certain categories of Transferring Contracts or Relevant Parts of Split
11
Contracts should be treated as Residual Assets and Residual Liabilities to transfer on a
specified Subsequent Transfer Date as agreed between such persons (the “agreed
Subsequent Transfer Date”), any new contracts of the same category entered into by
the Relevant Transferor between the Effective Time and the agreed Subsequent Transfer
Date which, had they been entered into prior to the Effective Time would have fallen within
the definitions of Transferring Contracts or Split Contracts under this Scheme, will be
treated as Transferring Contracts or Split Contracts for the purposes of this Scheme and
will transfer and/or be amended in accordance with this Scheme on the agreed
Subsequent Transfer Date.
Accounts and operations of Transferring Products
6.2 On and with effect from the Relevant Date:
(A) subject to Clause 7.3, any account between a Relevant Transferor and an In-
Scope Customer or any other person (or held by a Relevant Transferor with itself)
in respect of the Transferring Businesses shall become an account between the
Relevant Transferee and that In-Scope Customer or other person (or held by that
Relevant Transferee with itself) subject to the same terms or conditions as applied
thereto immediately before the Relevant Date, and each such account shall be
deemed for all purposes to be a single continuing account and each such balance
associated with such account shall transfer with such account;
(B) where a provision in a Transferring Contract, a Relevant Part of a Split Contract,
a Relevant Security Agreement, a Relevant Guarantee Agreement or Shared
Guarantee Agreement, a Syndicatable Loan Facility, a Syndicated Loan Facility,
a Transferring Ancillary Document, a Relevant Part of a Split Ancillary Document,
a Retained Contract, or any other agreement or document refers to a bank or
deposit account or an investment account with BBPLC held by an In-Scope
Customer in respect of a Transferring Product, such provision shall be amended
as necessary to reflect, where applicable, the transfer of that bank or deposit
account to BBUKPLC and the transfer of that investment account to BISL;
(C) without prejudice to Clause 21.2, any Transferring Ancillary Document or
Relevant Part of a Split Ancillary Document, existing or new instruction (including
a direct debit instruction), standing order, direction, mandate (including any
mandate related to the movement of client money or assets), power of attorney,
authority, opinion, record, undertaking, document, terms of appointment, claim,
demand, award, order, judgment, direction, petition, decree, declaration,
customer preference, customer acknowledgement, amendment notice or consent
given to or for the benefit of, or by, a Relevant Transferor, or on which a Relevant
Transferor may otherwise place reliance , in respect of, or in connection with, the
Transferring Businesses (whether in writing or not and whether or not relating to
an account) or the Security Trust Security Interests, and whether made or granted
before, on or after the Relevant Date, shall have effect as if given to or for the
benefit of, or, as the case may be, by the Relevant Transferee or Relevant
Transferees, provided that such instruction (including a direct debit instruction),
standing order, direction, mandate (including any mandate related to the
12
movement of client money or assets), power of attorney, authority, opinion,
record, undertaking, document, terms of appointment, claim, demand, award,
order, judgment, direction, petition, decree, declaration, customer preference,
customer acknowledgement, amendment notice or consent also continue and
remain in force and existence for the benefit of the Relevant Transferor to the
extent necessary or desirable to allow it to fulfil any outstanding obligations and
exercise any outstanding rights in respect of any business, relationship,
arrangement or contract with any of its customers;
(D) where a provision in a contract between an In-Scope WIM Offshore Bond
Customer and the end-customer of such In-Scope WIM Offshore Bond Customer
refers to BBPLC providing, or being requested to provide, (in each case,
howsoever expressed) investment, administration or custody services in relation
to the relevant offshore bond that is the subject of such contract, such provision
shall be amended as necessary to refer to BISL providing, or being requested to
provide, such investment, administration or custody services in relation to the
relevant offshore bond that is the subject of such contract;
(E) any sponsorship by BBPLC of an In-Scope Customer in respect of service user
numbers issued by Bacs Payment Schemes Limited (or its successor) in relation
to Transferring BUK Products shall be deemed to be a sponsorship by BBUKPLC
of such In-Scope Customer; and
(F) any negotiable instrument, cheque, warrant, draft, letter of credit or order for
payment of money drawn on or by, or given to, or accepted or endorsed by,
BBPLC or payable at any place of business of BBPLC in respect of one of the
Transferring Businesses, whether so drawn, given, accepted, endorsed or
payable before, on or after the Effective Time, shall have the same effect as if it
had been drawn on or by, given to, accepted or endorsed by BBUKPLC and, if
relevant, as if the place of business at which it is payable were a place of business
of BBUKPLC.
Assets in respect of Transferring Products
6.3 On and with effect from the Relevant Date:
(A) any assets held by a Relevant Transferor (including through its nominee or a third
party custodian) for or on behalf of an In-Scope Customer pursuant to a
Transferring Product, including any assets held under management for or on
behalf of In-Scope Customers in respect of Transferring BISL Products:
(i) shall be transferred to and treated as being held by the Relevant
Transferee (including, as the Relevant Transferee may determine but
subject to any rights of the relevant customer or a relevant third party,
through the Relevant Transferee’s nominee or third party custodian, and
the Relevant Transferor shall give any relevant instructions to its
nominees or third party custodians, as appropriate, to give effect to such
transfers) in respect of the relevant Transferring Product, and such
13
Relevant Transferee shall be entitled to exercise the same rights in
respect of such assets as BBPLC was entitled to exercise in respect of
those assets immediately prior to the Relevant Date;
(ii) where such assets are the subject of an investment management or other
mandate granted to the Relevant Transferor by the relevant In-Scope
Customer, whether under a Transferring Contract, Relevant Part of a Split
Contract or otherwise, such mandate shall be treated as having been
granted to the Relevant Transferee in accordance with Clause 6.2(C);
(iii) where such assets were, prior to the Relevant Date:
(1) managed by the Relevant Transferor pursuant to an investment
management agreement which is a Transferring BISL Ancillary
Business Agreement or a Split BISL/BBPLC Ancillary Business
Agreement, such assets shall continue to be managed pursuant to
the relevant Transferring BISL Ancillary Business Agreement or
Relevant Part of the relevant Split BISL/BBPLC Ancillary Business
Agreement (as appropriate) by the Relevant Transferee; or
(2) managed by the Relevant Transferor pursuant to an investment
management agreement which is a Retained Contract and for
which an equivalent investment management agreement has been
entered into between the Relevant Transferee and the same
counterparty as to the relevant Retained Contract, such assets will
be treated as being managed by the Relevant Transferee pursuant
to the terms of such equivalent investment management
agreement; and
(B) where any asset, property or liability of a Relevant Transferor becomes an asset,
property or liability of a Relevant Transferee as a result of this Scheme, the
Relevant Transferee shall have the same rights, powers and remedies for
ascertaining, perfecting or enforcing such asset, property or liability as the
Relevant Transferor had immediately prior to the Relevant Date and as if the
asset, property or liability had at all times been an asset, property or liability of
the Relevant Transferee instead of the Relevant Transferor.
Substitution in favour of Relevant Transferee
6.4 Save in respect of Relevant Security Agreements or Relevant Guarantee Agreements (in
respect of which, the provisions in Clauses 9 to 12 shall apply), on and with effect from
the Relevant Date, any references in documents in respect of the Transferring Businesses
(including the relevant Transferring Items, Relevant Security Interests and Relevant
Guarantees comprised in such Transferring Businesses) or any part thereof, whether in
an agreement to which a Relevant Transferor is a party or other documents issued by or
to the Relevant Transferor, or elsewhere to:
14
(A) a Relevant Transferor shall be construed as, and take effect as, a reference to
the Relevant Transferee;
(B) directors, officers, representatives or employees generally or to any director,
officer, representative or employee of a Relevant Transferor shall be construed
as, and take effect as, a reference to the directors, officers, representatives or
employees of the Relevant Transferee or to such director, officer, representative
or employee of the Relevant Transferee as the Relevant Transferee may
nominate for these purposes;
(C) without prejudice to Clauses 7.5, 14.2(E) and 14.5(D), any rate, charge, tariff or
scale of fees or terms or conditions published by a Relevant Transferor from time
to time shall be construed as and take effect as a reference to the corresponding
rate, charge, tariff or scale of fees or to terms or conditions published by the
Relevant Transferee from time to time; and
(D) without prejudice to Clauses 7.5, 14.2(E) and 14.5(D), a rate, charge, tariff or
scale of fees or to terms or conditions published, determined, ascertained, varied
or amended from time to time by a Relevant Transferor shall afford to the
Relevant Transferee the same right under such agreement or other document as
the Relevant Transferor had immediately prior to the Effective Time to publish,
determine, ascertain, vary or amend such rates, charges, tariffs, scales of fees,
terms or conditions published, determined, ascertained or varied.
6.5 On and with effect from the Relevant Date, and notwithstanding any other provision in
this Scheme and this Clause 6, references to “BBPLC” (howsoever worded and whether
express or implied) in any Relevant Financing Provision in each BUK Customer Contract,
Relevant Guarantee Agreement, Relevant Security Agreement, Syndicatable Loan
Facility or Syndicated Loan Facility constituting a Transferring BUK Product, Split
Contract or Retained Contract, in each case made with an In-Scope Customer, shall,
where such In-Scope Customer has actual or contingent liabilities which are or may
become due to BBPLC and BBUKPLC after the Relevant Date, be amended to refer to
“BBPLC and BBUKPLC” and, in the case of references therein to “affiliates” or a “group”
of BBPLC, shall be amended to refer to “affiliates” or a “group” of BBPLC and/or
BBUKPLC.
Authorities in respect of provision of financial or other information
6.6 Where an In-Scope Customer has provided to a Relevant Transferor authority to provide
certain financial or other information to the relevant In-Scope Customer’s auditors,
regulators, judicial or supervising authorities, or other third party authorities, agents or
advisers, with effect from the Effective Time, such authority shall be deemed to have been
conferred upon the Relevant Transferee without any further act or instrument.
15
7. AMENDMENTS TO AGREEMENTS
7.1 On and from the Relevant Date, and without prejudice to Clauses 6 and 22, the
amendments referred to in this Clause 7 and in Clauses 10, 11, 12, 13, 14 and 25 shall
take effect.
7.2 Any amendment to an agreement made pursuant to any provision of this Scheme shall
be without prejudice to any existing right of a party to that agreement (or a person who,
pursuant to this Scheme, is to be treated as a party to that agreement) to make
amendments to such agreement in accordance with its terms, or for such parties to make
amendments to such agreement by further agreement.
Wealth client money amendments
7.3 On and with effect from the Relevant Date:
(A) subject to Clause 7.3(E), where a Transferring BISL Product is comprised of a
securities investment account representing the securities or other investments in
the relevant portfolio in which that In-Scope Customer has invested (a
“Securities Investment Account”) to which is linked a reserve account held with
BBPLC which holds uninvested or other cash owed to the relevant In-Scope
Customer as a deposit or other repayable amount in accordance with the
banker’s exemption in 7.10.16R and 7.10.18G of the FCA’s Client Asset
Sourcebook (“CASS”) (a “Reserve Account”) then:
(i) from the Relevant Date, such Reserve Account shall become an account
between BBUKPLC (which, in respect of such Reserve Account, shall be
the Relevant Transferee for the purposes of this Scheme) and the
relevant In-Scope Customer in accordance with this Scheme, as if the
Reserve Account element of such product were a Transferring BUK
Product;
(ii) from the Relevant Date, such Securities Investment Account shall
become an account between BISL (which, in respect of such Securities
Investment Account, shall be the Relevant Transferee for the purposes
of this Scheme) and the relevant In-Scope Customer in accordance with
this Scheme, as if the Securities Investment Account element of such
product were a Transferring BISL Product, and
(1) any cash balance on such Securities Investment Account which
immediately prior to the Relevant Date represented the cash owed
to such customer by BBPLC as a deposit or other repayable amount
in accordance with the banker’s exemption in 7.1016R and 7.10.18G
of CASS shall cease to be a deposit or other repayable amount
owed by BBPLC to such customer and shall instead be held by BISL
on behalf of such customer as client money for the purposes of, and
in accordance with, Chapter 7 of CASS; and
16
(2) the relevant In-Scope Customer’s rights in respect of such amounts
shall consist of a beneficial interest in the cash held by BISL as client
money on behalf of that customer in accordance with Clause 7.3(D)
below;
(iii) each Transferring Contract or Relevant Part of a Split WIM Contract (as
applicable) in respect of any such Securities Investment Account and
Reserve Account shall be amended so as to allow the relevant In-Scope
Customer to give an instruction to BBUKPLC and/or BISL as appropriate
to (i) transfer cash balances from that customer’s Reserve Account to the
relevant customer’s Securities Investment Account, and/or (ii) to transfer
uncommitted cash balances and/or cash in respect of the realisation of
securities or other investments held in a customer’s Securities
Investment Account (whether representing realised investments or
otherwise) to that customer’s Reserve Account. BBUKPLC and BISL
may provide that, in or by the customer providing any such instructions,
the relevant In-Scope Customer will consent to the arrangements,
including the opening and maintenance of the Reserve Account;
(iv) any cash transferred from BBUKPLC to BISL pursuant to a customer’s
instruction under Clause 7.3(A)(iii) (or pursuant to any existing mandate
or instruction transferred under this Scheme) shall, upon its receipt by
BISL, cease to be a deposit or other repayable amount owed to such
customer by BBUKPLC and shall instead be held by BISL on behalf of
such customer as client money for the purposes of, and in accordance
with, Chapter 7 of CASS, and the relevant In-Scope Customer’s rights in
respect of such amounts shall consist of a beneficial interest in the cash
held by BISL as client money on behalf of that customer in accordance
with Clause 7.3(D) below; and
(v) subject to any instruction under Clause 7.3(A)(iii), any cash received by
BISL in respect of the realisation of an In-Scope Customer’s asset shall
be held by BISL as client money for the purposes of, and in accordance
with, Chapter 7 of CASS;
(B) where a Transferring BISL Product is comprised of a single account which
contains both cash and securities (or other investments in the relevant portfolio),
and is not linked to a Reserve Account (a “Dual Cash/Securities Investment
Account”), and in respect of which the cash amount in that account is held by
BBPLC as a deposit or other repayable amount in accordance with the banker’s
exemption in 7.10.16R and 7.10.18G of CASS, such Dual Cash/Securities
Investment Account shall become an account between BISL and the relevant In-
Scope Customer, and:
(i) the balance on such account representing the cash owed to such
customer by BBPLC as a deposit or other repayable amount shall cease
to be a deposit or other repayable amount owed by BBPLC to such
customer and shall instead be held by BISL on behalf of such customers
17
as client money for the purposes of, and in accordance with, Chapter 7
of CASS; and
(ii) the relevant In-Scope Customer’s rights in respect of the uninvested or
other cash element of such Dual Cash/Securities Investment Account
shall consist of a beneficial interest in the cash held by BISL as client
money on behalf of that customer in accordance with Clause 7.3(D)
below;
(C) for the avoidance of doubt, where a Transferring BISL Product is comprised of a
Dual Cash/Securities Investment Account and the cash amount represented by
the balance on that account is held by BBPLC as client money, and is not held
by BBPLC as a deposit or other repayable amount in accordance with the
banker’s exemption in 7.10.16R and 7.10.18G of CASS, then such account shall
become an account between BISL and the relevant In-Scope Customer in
accordance with this Scheme;
(D) where, in respect of such Transferring BISL Products referred to in Clauses 7.3(A)
and 7.3(B), the relevant Transferring Contract or Relevant Part of a Split WIM
Contract (as applicable) governing such Transferring BISL Products:
(i) contains provisions governing the way in which BBPLC will treat any
client money held by it in accordance with CASS on behalf of the
customer, other than in accordance with the banker’s exemption, then
such terms shall apply in respect of cash held by BISL as client money in
accordance with CASS in respect of such products from the Relevant
Date; or
(ii) does not contain any provisions governing the way in which BBPLC will
treat any client money held by it in accordance with CASS on behalf of
the customer other than in accordance with the banker’s exemption, then
from the Relevant Date each such Transferring BISL Contract or
Relevant Part of a Split WIM Contract (as applicable) shall be amended
to contain terms which provide the following:
(1) BISL shall deal with the relevant In-Scope Customer’s money
which it holds as client money under Clauses 7.3(A) or 7.3(B) in
accordance with CASS, or such other applicable law and
regulations as apply to the holding of client money in the UK from
time to time (the “Applicable Client Money Rules”);
(2) in the event of BISL’s administration or insolvency, such money
held as client money will be subject to the Applicable Client Money
Rules, and the relevant In-Scope Customer shall be entitled to
share in any distribution under such Applicable Client Money
Rules;
18
(3) any such client money may be held in a BISL client account with
BBUKPLC, BBPLC or with another member of the Group that is a
bank or with a third party bank or other financial institution that
satisfies the Applicable Client Money Rules and any other
applicable law and regulation in respect of the holding of client
money and undertaking banking business (an “Approved Bank”);
(4) where such client money is held with an Approved Bank:
(a) BISL will use reasonable skill and care in selecting, using and
monitoring the Approved Bank with whom it deposits client
money but BISL will not be liable for such Approved Bank’s acts
or omissions, insolvency or dissolution; and
(b) BISL cannot ensure that the relevant In-Scope Customer would
not lose any money if the Approved Bank enters administration,
liquidation or a similar procedure. If the Approved Bank is
unable to repay all of its creditors, such client money would be
pooled with that of BISL’s other clients with that entity and any
shortfall would be borne by all the clients of that pool
proportionately. The likelihood of any shortfall may be affected
by whose rights have priority upon insolvency and the
operations of any relevant local compensation scheme;
(5) the In-Scope Customer authorises BISL to hold such client money
outside the jurisdiction in which it provides services to the relevant
In-Scope Customer, and in these circumstances:
(a) the legal and regulatory regime applying to the Approved Bank
will be different from the regime in the jurisdiction in which BISL
provides services to the relevant In-Scope Customer; and
(b) if the Approved Bank enters administration, liquidation or a
similar procedure, and is thereby unable to repay all of its
creditors, such client money may be treated differently than if it
were held by a bank in the jurisdiction in which BISL provides
services to the relevant In-Scope Customer;
(6) the relevant In-Scope Customer authorises BISL to:
(a) allow another person, such as an exchange, clearing house or
intermediate broker, to hold such client money for the purposes
of transactions for the relevant In-Scope Customer through or
with that other person, or to meet the relevant In-Scope
Customer’s obligation to provide collateral for a transaction (for
example, an initial margin requirement in connection with a
derivatives transaction); or
19
(b) where permitted by applicable law and regulation, place such
client money in a qualifying money market fund (which is a type
of collective investment scheme which complies with applicable
law and regulation). As a result, such client money will not be
held by BISL as trustee and units in the relevant fund will be
held in accordance with applicable law and regulation relating
to the custody of assets. The relevant In-Scope Customer must
tell BISL if such customer does not want such money held in
this way;
(7) where BISL effects an investment transaction on the relevant In-
Scope Customer’s behalf, or money is received in relation to such
In-Scope Customer’s assets, outside the jurisdiction in which BISL
provides services to the relevant In-Scope Customer:
(a) such client money might have to pass through an overseas
bank or an intermediate broker, a settlement agent or a
counterparty located outside the jurisdiction in which BISL
provides services to the relevant In-Scope Customer;
(b) the legal and regulatory regime applicable to that client money
will be different from the regime of the jurisdiction in which BISL
provides services to the relevant In-Scope Customer; and
(c) if any party defaults, the relevant In-Scope Customer’s position
might be worse than in the jurisdiction in which BISL provides
services to the relevant In-Scope Customer. The bank
concerned might exercise a right of set-off or counterclaim in
respect of money owed on any of BISL’s other accounts;
(8) BISL is entitled to withdraw and pay itself any interest arising on
any account in which such client money is held;
(9) where BISL has told the relevant In-Scope Customer that it will
hold the relevant In-Scope Customer’s money as client money in
an interest-bearing account, BISL will pay interest to such In-
Scope Customer arising in relation to such client money only
where:
(a) BISL is seeking to achieve the relevant In-Scope Customer’s
investment objective as discussed with BISL or the relevant In-
Scope Customer’s financial adviser, as appropriate; or
(b) BISL has agreed separately with the relevant In-Scope
Customer;
and
20
(c) where BISL pays interest as set out in (a) and (b) above, it will
do so in the way set out in the way in which interest is to be
paid as set out in any relevant Transferring BISL Contract or
Split WIM Contract, if applicable; and
(10) BISL calculates interest on the basis of the size and term of the
deposit it holds. In certain circumstances, and subject to
applicable law and regulation, it may cease to treat as client
money, any balances held on the relevant In-Scope Customer’s
behalf (when those balances remain unclaimed) and pay away the
money to a registered charity of BISL’s choice. BISL may only do
this if:
(a) there has been no movement on the relevant In-Scope
Customer’s balance for a period of at least six years, other than
any payments or receipts of charges, interest or similar items;
and
(b) where the relevant In-Scope Customer’s balance is more than
£25, BISL has taken reasonable steps to trace and return the
money to the relevant In-Scope Customer; or
(c) where the relevant In-Scope Customer’s balance is £25 or less,
BISL has made one attempt to return such money using the
most up-to-date contact details it holds for the relevant In-
Scope Customer and has not received a response from such
In-Scope Customer within 28 days.
The relevant In-Scope Customer agrees that BISL may release
client money held on such In-Scope Customer’s behalf from such
In-Scope Customer’s account under the circumstances set out in
these paragraphs respectively. If the relevant In-Scope Customer
contacts BISL after it has paid away such client money balance,
BISL will return a sum equal to the balance paid away to charity,
and such terms shall apply in respect of cash held by BISL in any relevant
Securities Investment Account or Dual Cash/Securities Investment
Account from the Relevant Date; and
(E) for the avoidance of doubt, the provisions of Clauses 7.3(A) above shall not apply
to any Transferring BISL Product which is a stocks and shares individual savings
account (ISA) or a self-invested personal pension (SIPP) account for which there
is no Reserve Account, and any such product shall be treated as a product to
which Clause 7.3(B) applies; and
(F) notwithstanding Clauses 7.7 to 7.10 and 10 and the amendments made thereby,
neither BBPLC, BBUKPLC, nor any member of the Group other than BISL shall
have any contractual rights of set-off under any Security Set-Off Provision,
21
Relevant Set-Off Provision, Relevant Deduction Provision or other provision
permitting the exercise by BBPLC, BBUKPLC or any member of the Group other
than BISL of set-off or deduction against any cash and assets held by BISL on
behalf of a customer as client money for the purposes of, and in accordance with,
CASS, and any such provision shall be amended so as to exclude any such
contractual right.
Portfolio finance agreements
7.4 In respect of any BUK Customer Contract or Relevant Part of a Split WIM Contract that
relates to the provision of portfolio finance to an In-Scope Customer, on and with effect
from the Relevant Date, any such agreement (including any application form in respect
of such products) shall be amended so that the facilities known as the BGI Facility (as
defined in the relevant agreement, such term referring to facilities under which BBPLC
may issue bonds, guarantees, indemnities and standby letters of credit to the relevant
customer at the customer’s request) and the Trading Facility (as defined in the relevant
agreement, such term referring to facilities under which BBPLC allows customers to enter
into foreign exchange or derivative transactions with BBPLC or to ask BBPLC to enter
into such transactions with a third party on the customer’s behalf with BBPLC acting as
agent) are no longer available to such customers under such agreement, and any
provisions in such agreements under which such facilities are offered to such customers
shall no longer apply in such agreements.
References to Barclays Bank Base Rate
7.5 Notwithstanding anything else in this Scheme, on and with effect from the Relevant Date,
in respect of any Transferring Contract, Relevant Part of a Split Contract, a Relevant
Security Agreement, a Relevant Guarantee Agreement or Shared Guarantee Agreement,
or a Syndicatable Loan Facility under which BBUKPLC will from the Relevant Date be the
lender or Syndicated Loan Facility where BBUKPLC will from the Relevant Date be the
lender, containing a reference to the Barclays Bank Base Rate, any reference to an
interest rate or price being calculated by reference to the Barclays Bank Base Rate
(howsoever expressed) shall be read instead as references to such interest rate or price
being calculated by reference to the Bank of England Bank Rate (and no member of the
Group shall be required to notify the relevant customer of any changes to the Bank of
England Bank Rate), or in the event that the Bank of England Bank Rate no longer exists
or is no longer published in the same form as at the Effective Time, such replacement
rate as BBUKPLC may select.
Physical manifestations of products
7.6 On and with effect from the Relevant Date, in respect of any item which is a physical
manifestation of a Transferring Product (including but not limited to In-Scope Barclaycard
Products) issued to an In-Scope Customer, any reference on such item to such item being
issued by or the property of BBPLC (howsoever expressed) shall be deemed to be a
reference to such item being issued by or the property of the Relevant Transferee.
Set-Off Rights
22
7.7 Subject to Clause 7.3(F), where immediately prior to the Relevant Date the terms or
conditions governing a Set-Off Deposit/Contract include a Relevant Set-Off Provision
which provides that BBPLC has the right to set off any amounts payable now or in the
future by BBPLC to the relevant depositor or counterparty under the relevant Set-Off
Deposit/Contract against any amount which may be payable now or in the future by such
depositor or counterparty or by any other person (whether in respect of the relevant Set-
Off Deposit/Contract or otherwise) to BBPLC, on and with effect from the Relevant Date:
(A) any reference to BBPLC as payee in that Relevant Set-Off Provision shall be
replaced with a reference to “either of BBUKPLC or BBPLC”; and
(B) any reference to BBPLC as payor in a Relevant Set-Off Provision contained in a
Transferring Customer Deposit, a BUK Customer Contract or the Relevant Part
of a Split Contract which is to transfer to BBUKPLC under this Scheme shall be
amended to refer to “BBUKPLC”, and such Relevant Set-Off Provision (subject
to the amendment made by sub-Clause (A) above) shall be enforceable and
exercisable by BBUKPLC immediately after the Relevant Date, to the same
extent to which the same would have been enforceable by BBPLC immediately
prior to the Relevant Date.
All references to rights of set-off, BBPLC and payor and payee above are howsoever
worded in the relevant Set-Off Deposit/Contract and whether express or implied. Sub-
Clauses (A) and (B) above apply mutatis mutandis to references to BBPLC and its
“affiliates” or “group” such that such references to BBPLC and its “affiliates” or “group”
shall be replaced with or supplemented by references to BBUKPLC and its “affiliates” or
“group”.
7.8 Subject to Clause 7.3(F), where immediately prior to the Relevant Date the terms or
conditions governing a Set-Off BISL Contract include a Relevant BISL Set-Off Provision
which provides that BBPLC has the right to set off any amounts payable now or in the
future by BBPLC to the relevant counterparty under the relevant Set-Off BISL Contract
against any amount which may be payable now or in the future by such depositor or
counterparty or by any other person (whether in respect of the relevant Set-Off BISL
Contract or otherwise) to BBPLC, on and with effect from the Relevant Date:
(A) any reference to BBPLC as payee in that Relevant BISL Set-Off Provision shall
be replaced with a reference to “any of BISL, BBUKPLC or BBPLC”; and
(B) any reference to BBPLC as payor in a Relevant BISL Set-Off Provision contained
in a BISL Customer Contract or the Relevant Part of a Split Contract which is to
transfer to BISL pursuant to this Scheme shall be amended to refer to “BISL”, and
such Relevant Set-Off Provision (subject to the amendment made by sub-Clause
(A) above) shall be enforceable and exercisable by BISL immediately after the
Relevant Date, to the same extent to which the same would have been
enforceable by BBPLC immediately prior to the Relevant Date.
All references to rights of set-off, BBPLC and payor and payee above are howsoever
worded in the relevant Set-Off BISL Contract and whether express or implied. Sub-
23
Clauses (A) and (B) above apply mutatis mutandis to references to BBPLC and its
“affiliates” or “group” such that such references to BBPLC and its “affiliates” or “group”
shall be replaced with or supplemented by references to BISL and its “affiliates” or
“group”.
Deductions
7.9 Subject to Clause 7.3(F), where immediately prior to the Relevant Date the terms or
conditions governing a Set-Off Deposit/Contract include a Relevant Deduction Provision
which provides that BBPLC has the right to debit any amount from the balance of any
account held by the relevant depositor or counterparty with BBPLC to satisfy or discharge
the payment of that amount by the relevant depositor or counterparty or any other person
to BBPLC under any obligation (howsoever arising) of such person, on and with effect
from the Relevant Date:
(A) any reference to BBPLC as payee in that Relevant Deduction Provision shall be
replaced with a reference to “either of BBUKPLC or BBPLC”;
(B) any reference to BBPLC as payor, account provider or deposit taker in a Relevant
Deduction Provision contained in a Transferring Customer Deposit, a BUK
Customer Contract or the Relevant Part of a Split Contract shall be amended to
refer to “BBUKPLC”; and
(C) any reference in a Relevant Deduction Provision to a specified account held with
BBPLC prior to the Relevant Date which account is a Transferring BUK Item shall
be amended to be a reference to such specified account held with BBUKPLC,
and such Relevant Deduction Provision (subject to the amendments made by sub-
Clauses (A) to (C) above) shall be enforceable and exercisable by BBUKPLC immediately
after the Relevant Date, to the same extent to which the same would have been
enforceable by BBPLC immediately prior to the Relevant Date.
All references to rights of deduction, BBPLC, an account provided by BBPLC and payor,
account provider or deposit taker and payee above are howsoever worded in the relevant
Set-Off Deposit/Contract and whether express or implied. Sub-Clauses (A) and (B) above
apply mutatis mutandis to references to BBPLC and its “affiliates” or “group” such that
such references to BBPLC and its “affiliates” or “group” shall be replaced with or
supplemented by references to BBUKPLC and its “affiliates” or “group”.
7.10 Subject to Clause 7.3(F), where immediately prior to the Relevant Date the terms or
conditions governing a Set-Off BISL Contract include a Relevant BISL Deduction
Provision which provides that BBPLC has the right to debit any amount from the balance
of any account held by the relevant depositor or counterparty with BBPLC to satisfy or
discharge the payment of that amount by the relevant depositor or counterparty or any
other person to BBPLC under any obligation (howsoever arising) of such person, on and
with effect from the Relevant Date:
24
(A) any reference to BBPLC as payee in that Relevant Deduction Provision shall be
replaced with a reference to “any of BISL, BBUKPLC or BBPLC”;
(B) any reference to BBPLC as payor in a Relevant BISL Deduction Provision
contained in a BISL Customer Contract or the Relevant Part of a Split Contract
which is to transfer to BISL under this Scheme shall be amended to refer to
“BISL”; and
(C) any reference in a Relevant BISL Deduction Provision to a specified account held
with BBPLC prior to the Relevant Date which account is a Transferring BUK Item
shall be amended to be a reference to such specified account held with
BBUKPLC,
and such Relevant BISL Deduction Provision (subject to the amendments made by sub-
Clauses (A) to (C) above) shall be enforceable and exercisable by BISL immediately after
the Relevant Date, to the same extent to which the same would have been enforceable
by BBPLC immediately prior to the Relevant Date.
All references to rights of deduction, BISL and payor and payee above are howsoever
worded in the relevant Set-Off BISL Contract and whether express or implied. Sub-
Clauses (A) and (B) above apply mutatis mutandis to references to BBPLC and its
“affiliates” or “group” such that such references to BBPLC and its “affiliates” or “group”
shall be replaced with or supplemented by references to BISL and its “affiliates” or
“group”.
8. SECURITY TRUST
On and with effect from the Relevant Date and subject to the terms of this Scheme, the
Security Trustee will hold the benefit of each Security Trust Security Interest and Relevant
Security Agreement constituting a Security Trust Security Interest, which has been
transferred to the Security Trustee under this Scheme (together with all related rights and
benefits thereunder), as trustee for and on behalf of the relevant Security Trust Secured
Parties in accordance with the terms of the Security Trust Deed.
9. TRANSFER OF SECURITY INTERESTS
9.1 On and with effect from the Relevant Date and subject to the terms of this Scheme:
Transfer of Relevant Security Interests
(A) each BUK Security Interest and all rights, titles and interest therein shall be
transferred to, held by, be vested in and enforceable by, BBUKPLC, as if
BBUKPLC, instead of BBPLC, had always held (or had the benefit of) such BUK
Security Interest;
(B) each Security Trust Security Interest and all rights, title and interest therein shall
be transferred to, held by, vested in and enforceable by, the Security Trustee, to
hold on trust for the benefit of the Security Trust Secured Parties, as if the Security
25
Trustee, instead of BBPLC, had always held (or had the benefit of) such Security
Trust Security Interest on trust for the Security Trust Secured Parties subject to
and in accordance with the terms of the Security Trust Deed;
Liabilities of customers secured by Relevant Security Interests
(C) any Relevant Security Interest referred to in Clauses 9.1(A) and 9.1(B) above
shall extend to, and shall be enforceable by, BBUKPLC or the Security Trustee,
as applicable, with respect to any liabilities or obligations due or owed to BBPLC
and/or BBUKPLC, as applicable, to which the Relevant Security Interest relates
(including for the avoidance of doubt in relation to Security Trust Security Interests
where such liabilities or obligations are all monies (howsoever described) owing
to BBPLC from time to time, which shall after the Relevant Date be amended to
be a reference to all monies owing to BBPLC and/or BBUKPLC from time to time)
and which have been incurred or which have arisen prior to, or may be incurred
or arise, on or after the Relevant Date (including without limitation any further
advances or additional liabilities which may be incurred under any agreement
constituting a BUK Related Party Liability and/or Retained Related Party Liability
to which a Relevant Security Interest relates) (the “Secured Liabilities”), in each
case, pursuant to the terms of the applicable Relevant Security Agreement (as
amended by Clause 10);
(D) in relation to the transfer of any Relevant Security Interest referred to in Clauses
9.1(A) and 9.1(B) above:
(i) each such Relevant Security Interest will not be impaired or prejudiced by
its transfer to BBUKPLC or the Security Trustee (for and on behalf of the
Security Trust Secured Parties), as applicable, pursuant to this Scheme;
(ii) BBUKPLC and the Security Trustee (for and on behalf of the Security Trust
Secured Parties) and, in the case of the Security Trustee only, subject to
the terms of the Security Trust Deed, as applicable, shall on and from the
Relevant Date be entitled to the same rights, ranking, and priority as those
to which BBPLC was entitled immediately prior to the Relevant Date and,
without prejudice to the foregoing, all rights, title and interests therein under
any waivers, conditions, consents, deeds of substitution, deeds of release,
ranking agreements, subordination agreements, standstill or
postponement agreements and priority agreements in respect of any such
Relevant Security Interest shall be enforceable and exercisable by
BBUKPLC and the Security Trustee (for and on behalf of the Security Trust
Secured Parties), as applicable, on and from the Relevant Date, to the
same extent to which the same would have been enforceable by BBPLC
prior to the Relevant Date and, in the case of the Security Trustee only,
subject to the terms of the Security Trust Deed; and
(iii) all covenants, obligations and liabilities of each Relevant Security Interest
Provider (howsoever described) to BBPLC under any applicable Relevant
Security Agreement shall remain binding on such Relevant Security
26
Interest Provider and shall be owed (and, where relevant, due and payable)
to BBUKPLC or the Security Trustee (for and on behalf of the Security Trust
Secured Parties), as applicable, on and from the Relevant Date, to the
same extent as were binding on such Relevant Security Interest Provider
and owed (and, where relevant, due and payable) to BBPLC prior to the
Relevant Date;
(E) nothing in this Clause 9 or in Clause 10 below shall have the effect that the
Secured Liabilities secured by any Relevant Security Agreement are immediately
after the Relevant Date any more extensive than the Secured Liabilities
immediately before the Relevant Date, save that in respect of Security Trust
Security Interests where the Secured Liabilities are all monies (howsoever
described) owing to BBPLC from time to time immediately prior to the Relevant
Date, the Secured Liabilities shall immediately after the Relevant Date be
amended to be a reference to all monies owing to BBPLC and/or BBUKPLC from
time to time; and
(F) for the avoidance of doubt Clause 9 and Clause 10 shall not apply to any Security
Interest which is not a BUK Security Interest or a Security Trust Security Interest,
which will, instead, continue to be held by BBPLC or Third Party Security Holder,
as applicable.
9.2 On and with effect from the Relevant Date and subject to the terms of this Scheme,
BBPLC shall hold all Shared Foreign Law Security together with any proceeds of sale,
income or other accrual or return in respect thereof on trust for itself and BBUKPLC. In
connection with any such Shared Foreign Law Security so held on trust by BBPLC,
BBPLC and BBUKPLC shall be deemed to have the same rights and obligations in
respect of such Shared Foreign Law Security as if such Shared Foreign Law Security was
being held as Residual Security pursuant to Clause 17.2(C) but where BBPLC was the
Relevant Transferor and BBPLC and BBUKPLC were the associated Security Trust
Secured Parties.
10. RIGHTS AND OBLIGATIONS IN THE RELEVANT SECURITY AGREEMENTS
Transfer of Relevant Security Documents
10.1 On and with effect from the Relevant Date:
(A) every Relevant Security Agreement constituting a BUK Security Interest shall
have effect as if it was made with BBUKPLC instead of with BBPLC and as if any
reference in that agreement to BBPLC (including in any Security Covenant to Pay
Provision, Security Charging Provision, Security Indemnity Provision, Security
Set-Off Provision, Security Power of Appointment Provision and Security PoA
Provision) were and always had been to BBUKPLC, and BBUKPLC shall assume
all rights and Liabilities of BBPLC under such Relevant Security Agreement; and
(B) every Relevant Security Agreement constituting a Security Trust Security Interest
shall have effect as if it was made with the Security Trustee (for and on behalf of
27
the Security Trust Secured Parties) instead of with or solely with BBPLC and as
if any reference in that agreement to BBPLC were and always had been to the
Security Trustee (as trustee for and on behalf of the Security Trust Secured
Parties) and the Security Trustee shall assume all rights and Liabilities of BBPLC
under such Relevant Security Agreement,
in each case, subject to the provisions of Clauses 7.3(F), 10.2 to 10.9, 10.12 and 10.13
and without prejudice to any third party which has the benefit of a Security Interest
constituted or created by such Relevant Security Agreement whose Security Interest shall
not transfer, or be varied, pursuant to this Clause 10.
Security Covenant to Pay Provisions
10.2 On and with effect from the Relevant Date every Security Covenant to Pay Provision in a
Relevant Security Agreement constituting a Security Trust Security Interest shall have
effect as if it was made in favour of the Security Trustee (for itself and for and on behalf
of the Security Trust Secured Parties) in respect of the payment or discharge of the
applicable Secured Liabilities instead of in favour of BBPLC and as if any reference in
that Security Covenant to Pay Provision to BBPLC (howsoever expressed or described)
were and always had been to the Security Trustee (as trustee for and on behalf of the
Security Trust Secured Parties).
Security Charging Provision
10.3 On and with effect from the Relevant Date every Security Charging Provision in a
Relevant Security Agreement constituting a Security Trust Security Interest shall have
effect as if it was made in favour of the Security Trustee (for itself and for and on behalf
of the Security Trust Secured Parties) in respect of the payment or discharge of the
applicable Secured Liabilities instead of in favour of BBPLC and as if any reference in
that Security Charging Provision to BBPLC (howsoever expressed or described) were
and always had been to the Security Trustee (as trustee for and on behalf of the Security
Trust Secured Parties).
Security Indemnity Provisions
10.4 On and with effect from the Relevant Date any Security Indemnity Provision in a Relevant
Security Agreement constituting a Security Trust Security Interest shall have effect as if it
was made in favour of, and recoverable by, the Security Trustee (for itself and for and on
behalf of the Security Trust Secured Parties) instead of in favour of, and recoverable by,
BBPLC (howsoever expressed or described) and as if any reference in that Security
Indemnity Provision to BBPLC (howsoever expressed or described) were and always had
been to the Security Trustee (as trustee for and on behalf of the Security Trust Secured
Parties).
Security Set-Off Provisions
10.5 Subject to Clause 7.3(F), on and with effect from the Relevant Date;
28
(A) any Security Set-Off Provision in a Relevant Security Agreement constituting a
Security Trust Security Interest shall have effect as if it was made in favour of
BBPLC and BBUKPLC, in each case, to the extent that the Relevant Security
Interest Provider owes any amount to BBPLC or BBUKPLC (as applicable) or has
amounts on deposit in an account held with BBPLC or BBUKPLC, in respect of
any amounts which are (or may become) due from the Relevant Security Interest
Provider to the applicable Security Trust Secured Party instead of in favour of,
and exercisable by, BBPLC (howsoever expressed or described) and as if any
reference in that Security Set-Off Provision to BBPLC (howsoever expressed or
described) were and always had been to BBPLC and BBUKPLC, in each case,
to the extent that the Relevant Security Interest Provider owes any amount to
BBPLC or BBUKPLC (as applicable) or has amounts on deposit in an account
held with BBPLC or BBUKPLC; and
(B) any Security Set-Off Provision in a Relevant Security Agreement constituting a
Security Trust Security Interest shall be further amended to provide that the
Security Trustee may effect any set-off thereunder for or on behalf of the
applicable Security Trust Secured Party subject to and in accordance with the
terms of the Security Trust Deed.
Security Power of Appointment Provisions
10.6 On and with effect from the Relevant Date any Security Power of Appointment Provision
in a Relevant Security Agreement constituting a Security Trust Security Interest shall have
effect as if it was made in favour of, and exercisable by, the Security Trustee (for and on
behalf of the Security Trust Secured Parties) instead of in favour of, and exercisable by,
BBPLC (howsoever expressed or described) and as if any reference in that Security
Power of Appointment Provision to BBPLC (howsoever expressed or described) were
and always had been to the Security Trustee (as trustee for and on behalf of the Security
Trust Secured Parties).
Security PoA Provisions
10.7 On and with effect from the Relevant Date every Security PoA Provision in a Relevant
Security Agreement constituting a Security Trust Security Interest shall have effect as if it
appointed the Security Trustee (for and on behalf of the Security Trust Secured Parties)
as attorney of the Relevant Security Interest Provider instead of BBPLC (howsoever
expressed or described) and as if any reference in that Security PoA Provision to BBPLC
(howsoever expressed or described) were and always had been to the Security Trustee
(as trustee for and on behalf of the Security Trust Secured Parties).
Guarantees contained in Relevant Security Agreements – Security
10.8 Where a Relevant Security Agreement contains a Security Guarantee (a “Relevant
Security and Guarantee Agreement”), the Security Guarantee will be treated as a
separate agreement from the rest of the Relevant Security and Guarantee Agreement
and will not be transferred pursuant to Clause 9 (Transfer of Security Interests) and this
Clause 10 (Rights and Obligations in the Transferring Security Agreements) provided that,
29
in the case of a Relevant Security Agreement in respect of a BUK Security Interest which
contains a Security Guarantee in respect of BUK Related Party Liabilities only, such
Security Guarantee shall not be deemed to be separated from the Relevant Security
Agreement notwithstanding the transfer and variation of that Security Guarantee pursuant
to Clause 12.5.
Exercise of rights and limitation of obligations
10.9 In exercising any of the rights transferred to it under Clauses 10.1 to 10.7, the Security
Trustee shall do so in its capacity as trustee for the Security Trust Secured Parties and in
accordance with the terms of the Security Trust Deed. The Security Trustee shall not be
required to take any action under any Relevant Security Agreement which in the sole
opinion of the Security Trustee would put the Security Trustee in breach of any applicable
law or regulation.
Related Security Documents – Relevant Priority Deeds
10.10 On and with effect from the Relevant Date and subject to the terms of this Scheme, where
a Relevant Priority Deed relates to a Relevant Security Agreement which is transferred
to:
(A) BBUKPLC under this Scheme:
(i) all rights, title and interest therein of BBPLC in that Relevant Priority Deed
shall be transferred to, held by, vested in and enforceable by, BBUKPLC,
instead of BBPLC, as if BBUKPLC, instead of BBPLC, had always held
(or had the benefit of) such Relevant Priority Deed and BUK shall assume
all of the Liabilities of BBPLC under such Relevant Priority Deed; and
(ii) that Relevant Priority Deed shall have effect as if it was made with
BBUKPLC, instead of with BBPLC, and as if any reference in that
agreement to BBPLC were to BBUKPLC, save for any references to
BBPLC which relate to the Relevant Security Agreement (and related
underlying obligations) which shall be amended or varied, where
applicable, in accordance with Clauses 10.1 to 10.7.
(B) the Security Trustee (for and on behalf of the Security Trust Secured Parties)
under this Scheme:
(i) all rights, title and interest therein of BBPLC in that Relevant Priority Deed
shall be transferred to, held by, vested in and enforceable by, the Security
Trustee, to hold on trust for the benefit of the Security Trust Secured
Parties, as if the Security Trustee, instead of BBPLC, had always held (or
had the benefit of) such Relevant Priority Deed, on trust for the Security
Trust Secured Parties, subject to and in accordance with the terms of the
Security Trust Deed and the Security Trustee shall assume all of the
Liabilities of BBPLC under such Relevant Priority Deed; and
30
(ii) that Relevant Priority Deed shall have effect as if it was made with the
Security Trustee (for and on behalf of the relevant Security Trust Secured
Parties) instead of with BBPLC and as if any reference in that agreement
to BBPLC were to the Security Trustee (as trustee for and on behalf of
the relevant Security Trust Secured Parties), save for any references to
BBPLC which relate to the Relevant Security Agreement (and related
underlying obligations) which shall be amended or varied, where
applicable, in accordance with Clauses 10.1 to 10.7.
10.11 In relation to the transfer of any Relevant Priority Deed referred to in Clause 10.10:
(A) each such Relevant Priority Deed will not be impaired or prejudiced by its transfer
to BBUKPLC or the Security Trustee (for and on behalf of the relevant Security
Trust Secured Parties), as applicable, pursuant to this Scheme;
(B) BBUKPLC or the Security Trustee (for and on behalf of the relevant Security Trust
Secured Parties and, in the case of the Security Trustee only, subject to the terms
of the Security Trust Deed), as applicable, shall, on and from the Relevant Date,
be entitled to the same rights, ranking, and priority as those to which BBPLC was
entitled immediately prior to the Relevant Date and, without prejudice to the
foregoing, all rights, title and interests therein under or in relation to any waivers,
conditions, consents, subordination, standstill, postponement, deeds of
substitution, deeds of release, ranking agreements and priority agreements in
respect of any such Relevant Priority Deed shall be enforceable and exercisable
by BBUKPLC or the Security Trustee (for and on behalf of the relevant Security
Trust Secured Parties), as applicable, on and from the Relevant Date, to the same
extent to which the same would have been enforceable by the BBPLC prior to
the Relevant Date; and
(C) all covenants, obligations and liabilities of any other party to BBPLC under the
Relevant Priority Deed shall not be released and shall remain binding on such
third party in respect of and be owed to BBUKPLC or the Security Trustee (for
and on behalf of the relevant Security Trust Secured Parties), on and from the
Relevant Date, to the same extent as were binding on that third party prior to the
Relevant Date.
References to bank accounts or deposit accounts
10.12 Clause 6.2(B) shall apply to Relevant Security Agreements.
References to the Relevant Transferor and to certain personnel and business rates
10.13 Notwithstanding Clause 10.1(A), on and with effect from the Relevant Date:
(A) where a Relevant Security Agreement creates a Relevant Security Interest over
any assets forming part of the Transferring Businesses (including the Transferring
Items), any references in such Relevant Security Agreement to a Relevant
Transferor as the counterparty in respect of such assets (including as
31
accountholder, provider or manager) shall be construed as, and take effect as, a
reference to the Relevant Transferee, save that this Clause 10.13(A) shall not
take effect in respect of a Residual Asset or Residual Liability until the Relevant
Date on which such Residual Asset or Residual Liability transfers to the Relevant
Transferee;
(B) any references in a Relevant Security Agreement to:
(i) directors, officers, representatives or employees generally or to any
director, officer, representative or employee of a Relevant Transferor shall
be construed as, and take effect as, a reference to the directors, officers,
representatives or employees of the Relevant Transferee or to such
director, officer, representative or employee of the Relevant Transferee
as the Relevant Transferee may nominate for these purposes;
(ii) without prejudice to Clause 7.5, any rate, charge, tariff or scale of fees or
terms or conditions published by a Relevant Transferor from time to time
shall be construed as and take effect as a reference to the corresponding
rate, charge, tariff or scale of fees or to terms or conditions published by
the Relevant Transferee from time to time; and
(iii) without prejudice to Clause 7.5, a rate, charge, tariff or scale of fees or to
terms or conditions published, determined, ascertained, varied or
amended from time to time by a Relevant Transferor shall afford to the
Relevant Transferee the same right under such Relevant Security
Agreement as the Relevant Transferor had to publish, determine,
ascertain, vary or amend such rates, charges, tariffs, scales of fees,
terms or conditions published, determined, ascertained or varied.
11. TRANSFER OF AND VARIATION OF GUARANTEES
On and with effect from the Relevant Date and subject to the terms of this Scheme:
Transfer of BUK Guarantees
(A) the benefit of each BUK Guarantee, and all rights, title and interest therein, shall
be transferred to, held by, vested in and enforceable by, BBUKPLC as if
BBUKPLC, instead of BBPLC, had always been the beneficiary of such BUK
Guarantee;
Variation of Shared Guarantees
(B) the benefit of each Shared Guarantee, and all rights, title and interest therein,
shall be varied such that, any Shared Guarantee shall, from the Relevant Date,
(i) continue on its existing terms with BBPLC as the beneficiary to the extent that
the relevant liabilities which are the subject of the Shared Guarantee relate to
Retained Related Party Liabilities (a “Part Remaining Split Guarantee”), and (ii)
constitute a separate Guarantee with BBUKPLC as the beneficiary on the same
32
terms as the existing terms (which, for the avoidance of doubt, should be terms
that for BBUKPLC are no more onerous for the relevant guarantor than the
existing terms were in relation to BBPLC) to the extent that the relevant liabilities
which are the subject of the Shared Guarantee relate to BUK Related Party
Liabilities which transfer to BBUKPLC under this Scheme (a “Part Transferring
Split Guarantee”);
Liabilities subject to Relevant Guarantees
(C) any Guarantee referred to in Clauses 11(A) and 11(B) above shall extend to, and
shall be enforceable by BBUKPLC or BBPLC, respectively, as beneficiaries
thereof, as the case may be, with respect to any liabilities or obligations owed to
BBUKPLC or BBPLC, as the case may be, to which the Guarantee relates and
which have been incurred or which have arisen prior to, or may be incurred or
arise on or after, the Relevant Date, pursuant to the terms of the applicable
Guarantee;
No default or prejudice on variation and/or transfer of Relevant Guarantees
(D) in relation to the variation and transfers of Guarantees referred to in Clauses
11(A) and 11(B) above:
(i) each such BUK Guarantee will not be impaired or prejudiced by its
transfer to BBUKPLC as described in Clause 11(A) above;
(ii) each such Shared Guarantee will not be impaired or prejudiced by its
variation as described in Clause 11(B) above;
(iii) in the case of:
(a) any BUK Guarantee or Part Transferring Split Guarantee,
BBUKPLC shall, on and from the Relevant Date, be entitled to
the same rights as those to which BBPLC was entitled
immediately prior to the Relevant Date and, without prejudice to
the foregoing, all rights, title and interests therein under any
waivers, conditions, consents or deeds of release in respect of
any such BUK Guarantee or Part Transferring Split Guarantee
shall be enforceable and exercisable by BBUKPLC on and from
the Relevant Date, to the same extent to which the same would
have been enforceable by BBPLC prior to the Relevant Date in
respect of the relevant BUK Related Party Liabilities; and
(b) any Part Remaining Split Guarantee, BBPLC shall, on and from
the Relevant Date, continue to be entitled to the same rights as
those to which it was entitled immediately prior to the Relevant
Date and, without prejudice to the foregoing, all rights, title and
interests therein under any waivers, conditions, consents or
deeds of release in respect of any such Part Remaining Split
33
Guarantee shall continue to be enforceable and exercisable by it
on and from the Relevant Date, to the same extent to which the
same would have been enforceable by it prior to the Relevant
Date in respect of the relevant Retained Related Party Liabilities;
and
(iv) all representations, warranties, covenants, obligations and liabilities
(howsoever described) under such Guarantee shall remain binding on
the Relevant Guarantor and shall, as applicable, be owed (and, where
relevant, due and payable) to BBUKPLC or BBPLC, respectively, as
beneficiaries thereof, as the case may be, from the Relevant Date, to the
same extent as they were binding on, and/or owed (and, where relevant,
due and payable) by, the Relevant Guarantor to BBPLC prior to the
Relevant Date; and
Financial limits in Shared Guarantees
(E) where the liability of a Relevant Guarantor under a Shared Guarantee is subject
to a financial limit, the financial limit shall be divided (and the Part Remaining Split
Guarantee and the Part Transferring Split Guarantee shall be deemed to be
varied accordingly) either:
(i) in accordance with any agreement between BBPLC and BBUKPLC from
time to time; or
(ii) in the absence of such agreement or in the event of dispute between
BBPLC and BBUKPLC as to such agreement, pro rata to the relative
amounts from time to time of the BUK Related Party Liabilities and the
Retained Related Party Liabilities the subject of such Part Transferring
Split Guarantee and Part Remaining Split Guarantee,
provided that in no circumstances shall the maximum liability of the Relevant
Guarantor under or in respect of the Part Transferring Split Guarantee and the
Part Remaining Split Guarantee be greater than the financial limit under the
relevant Shared Guarantee prior to the Relevant Date.
12. RIGHTS AND OBLIGATIONS IN THE RELEVANT GUARANTEE AGREEMENTS
Relevant Guarantee Agreements
12.1 On and with effect from the Relevant Date:
(A) every BUK Guarantee Agreement shall have effect as if it was made with, or for
the benefit of, BBUKPLC, instead of with, or for the benefit of, BBPLC, and as if
any reference in that agreement to BBPLC were to BBUKPLC; and
34
(B) for the purpose of vesting the benefit of, and rights, title and interest in, each
Shared Guarantee in BBUKPLC and BBPLC as provided in Clause 11, each
Shared Guarantee Agreement shall have effect as if:
(i) in respect of each Part Remaining Split Guarantee, it continued to be
made with, or for the benefit of, BBPLC, and as if any reference in that
agreement to BBPLC continued to be to BBPLC; and
(ii) in respect of each Part Transferring Split Guarantee, it was made with, or
for the benefit of, BBUKPLC, instead of with, or for the benefit of, BBPLC,
and as if any reference in that agreement to BBPLC were to BBUKPLC,
in each case, subject to the provisions of Clauses 12.2 to 12.7 and 12.11 below.
Guarantee Provision
12.2 On and with effect from the Relevant Date, every Guarantee Provision in:
(A) a BUK Guarantee Agreement shall have effect as if it was made in favour of
BBUKPLC, in respect of the payment or discharge of BUK Guaranteed Liabilities,
instead of in favour of BBPLC, and as if any reference in that Guarantee Provision
to BBPLC (howsoever expressed or described) were to BBUKPLC; and
(B) a Shared Guarantee Agreement shall have effect as if it was made in favour of:
(i) in respect of each Part Transferring Split Guarantee, BBUKPLC, in
respect of the payment or discharge of BUK Guaranteed Liabilities,
instead of in favour of BBPLC, and as if any reference in that Guarantee
Provision to BBPLC (howsoever expressed or described) were to
BBUKPLC; and
(ii) in respect of each Part Remaining Split Guarantee, BBPLC, in respect of
the payment or discharge of BBPLC Guaranteed Liabilities, and any
reference in that Guarantee Provision to BBPLC (howsoever expressed
or described) shall remain a reference to BBPLC, howsoever expressed
or described.
Guarantee Covenant to Pay Provision
12.3 On and with effect from the Relevant Date, every Guarantee Covenant to Pay Provision
in:
(A) a BUK Guarantee Agreement shall have effect as if it was made in favour of
BBUKPLC, in respect of the payment or discharge of BUK Guaranteed Liabilities
due to BBUKPLC, instead of in favour of BBPLC, and as if any reference in that
Guarantee Covenant to Pay Provision to BBPLC (howsoever expressed or
described) were to BBUKPLC; and
35
(B) a Shared Guarantee Agreement shall have effect as if it was made in favour of:
(i) in respect of each Part Transferring Split Guarantee, BBUKPLC, in
respect of the payment or discharge of BUK Guaranteed Liabilities,
instead of in favour of BBPLC, and as if any reference in that Guarantee
Covenant to Pay Provision to BBPLC (howsoever expressed or
described) were to BBUKPLC; and
(ii) in respect of each Part Remaining Split Guarantee, BBPLC, in respect of
the payment or discharge of BBPLC Guaranteed Liabilities, and any
reference in that Guarantee Covenant to Pay Provision to BBPLC
(howsoever expressed or described) shall remain a reference to BBPLC,
howsoever expressed or described.
Guarantee Indemnity Provision
12.4 On and with effect from the Relevant Date, any Guarantee Indemnity Provision in:
(A) a BUK Guarantee Agreement shall have effect as if it was made in favour of, and
recoverable by, BBUKPLC instead of in favour of, and recoverable by, BBPLC,
and as if any reference in that Guarantee Indemnity Provision to BBPLC were to
BBUKPLC; and
(B) a Shared Guarantee Agreement shall have effect as if it was made in favour of:
(i) in respect of each Part Transferring Split Guarantee, BBUKPLC, in
respect of the payment or discharge of BUK Guaranteed Liabilities,
instead of in favour of BBPLC, and as if any reference in that Guarantee
Indemnity Provision to BBPLC (howsoever expressed or described) were
to BBUKPLC; and
(ii) in respect of each Part Remaining Split Guarantee, BBPLC, in respect of
the payment or discharge of BBPLC Guaranteed Liabilities, and any
reference in that Guarantee Indemnity Provision to BBPLC (howsoever
expressed or described) shall remain a reference to BBPLC, howsoever
expressed or described.
Guarantor Security Interests – Guarantees
12.5 The provisions of Clause 11 (Transfer of and Variation of Guarantees) and Clause 12
(Rights and Obligations in the Relevant Guarantee Agreements) shall apply to transfer or
vary any Security Guarantee (including, for the avoidance of doubt, any Security
Guarantee referred to in the proviso in Clause 10.8).
12.6 The terms of the Relevant Security and Guarantee Agreement constituting the relevant
Security Guarantee shall be treated as a separate contract (a “Security Guarantee
Agreement”), save in the case set out in the proviso to Clause 10.8.
36
12.7 For the purposes of Clause 12.1 and 12.2:
(A) a Security Guarantee given in respect of BUK Guaranteed Liabilities shall be
treated under Clause 12.1 as a BUK Guarantee, and a Security Guarantee
Agreement containing such a Security Guarantee shall be treated as a BUK
Guarantee Agreement under Clause 12.1 and 12.2;
(B) a Security Guarantee given in respect of Shared Guaranteed Liabilities shall be
treated under Clause 12.1 as a Shared Guarantee, and a Security Guarantee
Agreement containing such a Security Guarantee shall be treated as a Shared
Guarantee Agreement under Clause 12.1 and 12.2; and
(C) a Security Guarantee Provision contained in a Security Guarantee Agreement
shall be treated as a Guarantee Provision for Clause 12.2.
Transfer of Relevant Indemnities
12.8 On and with effect from the Relevant Date, each Relevant Indemnity shall be transferred
and/or varied such that:
(A) where such Relevant Indemnity is given in respect of the same liabilities as a
BUK Guarantee, the benefit of the Relevant Indemnity, and any rights, title and
interest therein shall be transferred to, held by, vested in and enforceable by
BBUKPLC, instead of BBPLC, as if BBUKPLC was always the beneficiary of such
Relevant Indemnity;
(B) where such Relevant Indemnity is given in respect of the same liabilities as a
Shared Guarantee, the benefit of the Relevant Indemnity, and all rights, title and
interest therein, shall be varied such that, the Relevant Indemnity shall:
(i) continue on its existing terms with BBPLC as the beneficiary to the extent
that the relevant liabilities which are the subject of the Relevant Indemnity
relates to Retained Related Party Liabilities; and
(ii) constitute a separate indemnity with BBUKPLC as the beneficiary on the
same terms as the existing terms (which, for the avoidance of doubt,
should be terms that for BBUKPLC are no more onerous on the
indemnifying party than the existing terms were in relation to BBPLC) to
the extent that the relevant liabilities which are the subject of the Relevant
Indemnity relates to BUK Related Party Liabilities; and
(C) where a Relevant Indemnity is not given in respect of the same liabilities as a
BUK Guarantee or a Shared Guarantee, the benefit of the Relevant Indemnity,
and all rights, title and interest therein, shall:
(i) in the case of a Relevant Indemnity given in respect of BUK Related Party
Liabilities only, be transferred to, held by, vested in and enforceable by
37
BBUKPLC, instead of BBPLC, as if BBUKPLC had always been the
beneficiary of such Relevant Indemnity; and
(ii) in the case of a Relevant Indemnity given in respect of BUK Related Party
Liabilities and Retained Related Party Liabilities, be varied such that the
Relevant Indemnity shall (i) continue on its existing terms with BBPLC as
the beneficiary to the extent that the relevant liabilities which are the
subject of the Relevant Indemnity relate to Retained Related Party
Liabilities (together with the Relevant Indemnities varied under Clause
12.8(B)(i), each a “Part Remaining Split Indemnity”) and (ii) constitute
a separate indemnity with BBUKPLC as the beneficiary on the same
terms as the existing terms (which, for the avoidance of doubt, should be
terms that for BBUKPLC are no more onerous on the indemnifying party
than the existing terms were in relation to BBPLC) to the extent that the
relevant liabilities which are the subject of the Relevant Indemnity relates
to BUK Related Party Liabilities (together with Relevant Indemnities
varied under Clause 12.8(B)(ii), each a “Part Transferring Split
Indemnity”).
12.9 On and with effect from the Relevant Date:
(A) every Relevant Indemnity Agreement which is entered into in respect of the same
liabilities as a BUK Guarantee Agreement or in respect of BUK Related Party
Liabilities only shall have effect as if it was made with, or for the benefit of,
BBUKPLC, instead of with, or for the benefit of, BBPLC, and as if any reference
in that agreement to BBPLC were to BBUKPLC; and
(B) for the purpose of vesting the benefit of, and rights, title and interest in, each
Relevant Indemnity Agreement which is entered into in respect of the same
liabilities as a Shared Guarantee or in respect of both BUK Related Party
Liabilities and Retained Related Party Liabilities, as provided in Clause 12.8, as
the case may be, each such Relevant Indemnity Agreement shall have effect as
if:
(i) in respect of each Part Remaining Split Indemnity, it continued to be
made with, or for the benefit of, BBPLC, and as if any reference in that
agreement to BBPLC continued to be to BBPLC; and
(ii) in respect of each Part Transferring Split Indemnity, it was made with, or
for the benefit of, BBUKPLC, instead of with, or for the benefit of, BBPLC,
and as if any reference in that agreement to BBPLC were to BBUKPLC
in each case, subject to the provisions of Clause 12.11 below.
Financial Limits in Relevant Indemnity Agreements
12.10 Where the a Relevant Indemnity under a Relevant Indemnity Agreement which is split
pursuant to Clause 12.8(B) or 12.8(C) is subject to a financial limit, the financial limit shall
38
be divided (and each split part of the Relevant Indemnity Agreement shall be deemed to
be varied accordingly) either:
(A) in accordance with any agreement between BBPLC and BBUKPLC from time to
time; or
(B) in the absence of such agreement or in the event of dispute between BBPLC and
BBUKPLC as to such agreement, pro rata to the relative amounts from time to
time of the BUK Related Party Liabilities and the Retained Related Party
Liabilities the subject of the relevant split part of such Relevant Indemnity,
provided that in no circumstances shall the maximum liability of the indemnifying party
under or in respect of the Part Remaining Split Indemnity and Part Transferring Split
Indemnity be greater than the financial limit under the Relevant Indemnity prior to the
Relevant Date.
References to certain personnel and business rates
12.11 Notwithstanding Clauses 12.1 and 12.9, on and with effect from the Relevant Date, any
references in BUK Guarantee Agreements, Part Transferring Split Guarantees, Relevant
Indemnity Agreements entered into in respect of the same liabilities as a BUK Guarantee
or given in respect of BUK Related Party Liabilities only and Part Transferring Split
Indemnities to:
(A) directors, officers, representatives or employees generally or to any director,
officer, representative or employee of BBPLC shall be construed as, and take
effect as, a reference to the directors, officers, representatives or employees of
BBUKPLC or to such director, officer, representative or employee as BBUKPLC
may nominate for these purposes;
(B) without prejudice to Clause 7.5, any rate, charge, tariff or scale of fees or terms
or conditions published by BBPLC from time to time shall be construed as and
take effect as a reference to the corresponding rate, charge, tariff or scale of fees
or to terms or conditions published by BBUKPLC from time to time; and
(C) without prejudice to Clause 7.5, a rate, charge, tariff or scale of fees or to terms
or conditions published, determined, ascertained, varied or amended from time
to time by BBPLC shall afford to BBUKPLC the same right under such guarantee
or indemnity as BBPLC had to publish, determine, ascertain, vary or amend such
rates, charges, tariffs, scales of fees, terms or conditions published, determined,
ascertained or varied.
References to bank accounts or deposit accounts
12.12 Clause 6.2(B) shall apply to Relevant Guarantee Agreements and Shared Guarantee
Agreements.
39
13. TRANSFER OF AGENCY, TRUSTEE AND INTERCREDITOR ARRANGEMENTS
UNDER SYNDICATABLE AND SYNDICATED LOAN FACILITIES
Finance party roles under Syndicatable Loan Facilities and Syndicated Loan Facilities
13.1 On and with effect from the Relevant Date and subject to the terms of this Scheme:
(A) in relation to any Syndicatable Loan Facility, (i) in relation to which there is no
Third Party Administered Security, and (ii) which relates exclusively to In-Scope
Products held by In-Scope Customers, such Syndicatable Loan Facility shall
transfer to and have effect as if it was made with BBUKPLC instead of with
BBPLC and to the extent that BBPLC was appointed to more than one Finance
Party role under such Syndicatable Loan Facility BBUKPLC shall be treated as
always having been appointed to such role;
(B) in relation to any Syndicatable Loan Facility, (i) in relation to which there is Third
Party Administered Security, and (ii) which relates exclusively to In-Scope
Products held by In-Scope Customers, such Syndicatable Loan Facility shall
transfer to and have effect as if it was made with BBUKPLC instead of with
BBPLC and to the extent that BBPLC was appointed to more than one Finance
Party role under such Syndicatable Loan Facility, BBUKPLC shall be treated as
always having been appointed to such role, and the Third Party Security Holder
shall hold the Third Party Administered Security for BBUKPLC as it did for
BBPLC;
(C) in relation to any Syndicated Loan Facility (i) in relation to which there is no Third
Party Administered Security, and (ii) which relates exclusively to In-Scope
Products held by In-Scope Customers, where the In-Scope Product was prior to
the Relevant Date provided by BBPLC acting in a specific Finance Party role, the
rights, title and interest in and liabilities under the Syndicated Loan Facility
relating to that specific Finance Party role for the In-Scope Product shall transfer
to BBUKPLC and BBUKPLC shall be treated as always having been appointed
to such Finance Party role. BBPLC shall continue in its appointment to such other
Finance Party roles as it holds under the Syndicated Loan Facility, and in its
capacity as security trustee and/or security agent (if applicable) shall hold the
Relevant Security Interest for BBUKPLC in the Finance Party roles relating to the
In-Scope Product as it did for itself acting in such Finance Party role, and for itself
as it continues to hold the other Finance Party roles;
(D) in relation to any Syndicated Loan Facility, (i) in relation to which there is Third
Party Administered Security, and (ii) which relates exclusively to In-Scope
Products held by In-Scope Customers, where the In-Scope Product was prior to
the Relevant Date provided by BBPLC acting in a specific Finance Party role, the
rights, title and interest in and liabilities under the Syndicated Loan Facility
relating to that specific Finance Party role for the In-Scope Product shall transfer
to BBUKPLC and BBUKPLC shall be treated as always having been appointed
to such Finance Party role. The Third Party Security Holder shall hold the Third
40
Party Administered Security for BBUKPLC in the Finance Party roles relating to
the In-Scope Product as it did for BBPLC acting in such Finance Party role;
(E) in relation to any Syndicatable Loan Facility or Syndicated Loan Facility (i) in
relation to which there is no Third Party Administered Security, and (ii) which
relates to both In-Scope Products and Retained Products, in each case held by
In-Scope Customers, where the In-Scope Product was prior to the Relevant Date
provided by BBPLC acting in a specific Finance Party role, the rights, title and
interest in and liabilities under the Syndicatable Loan Facility or Syndicated Loan
Facility relating to that specific Finance Party role for the In-Scope Product shall
transfer to BBUKPLC and BBUKPLC shall be treated as always having been
appointed to such Finance Party role. BBPLC shall continue in its appointment to
all other Finance Party roles (including as provider of the Retained Product), and
in its capacity as security trustee and/or security agent (if applicable) shall hold
the Relevant Security Interest for BBUKPLC in the Finance Party roles relating to
the In-Scope Product as it did for itself acting in such Finance Party role, and for
itself as it continues to hold the other Finance Party roles (including in relation to
the Retained Product); and
(F) in relation to any Syndicatable Loan Facility or Syndicated Loan Facility (i) in
relation to which there is Third Party Administered Security, and (ii) which relates
to both In-Scope Products and Retained Products, in each case held by In-Scope
Customers, where the In-Scope Product was prior to the Relevant Date provided
by BBPLC acting in a specific Finance Party role, the rights, title and interest in
and liabilities under the Syndicatable Loan Facility or Syndicated Loan Facility
relating to that specific Finance Party role for the In-Scope Product shall transfer
to BBUKPLC and BBUKPLC shall be treated as always having been appointed
to such Finance Party role. BBPLC shall continue in its appointment to such other
Finance Party roles as it holds under the Syndicatable Loan Facility or Syndicated
Loan Facility (including as provider of the Retained Product). The Third Party
Security Holder shall hold the Third Party Administered Security for BBUKPLC in
the Finance Party roles relating to the In-Scope Product as it did for BBPLC acting
in such Finance Party role, and for BBPLC as it continues to hold the other
Finance Party roles (including in relation to the Retained Product).
Third Party Agents, Security Trustees and Intercreditor Arrangements
13.2 On and with effect from the Relevant Date and subject to the terms of this Scheme:
(A) no Third Party Administered Security will be impaired or prejudiced by its being
held on behalf of BBUKPLC or both BBUKPLC and BBPLC, as applicable,
pursuant to this Scheme; and
(B) to the extent that any agreement exists in connection with any Syndicatable Loan
Facility or Syndicated Loan Facility establishing the relative priority of debts and
obligations owed to the Finance Parties under such Syndicatable Loan Facility or
Syndicated Loan Facility in relation to any Security Interest (an “Intercreditor
Agreement”), the relative priority under such Intercreditor Agreement shall be
41
preserved such that BBPLC (acting in whatever may be its capacity or capacities
as Finance Party in respect of the Retained Product) in respect of the Retained
Product, and BBUKPLC (acting in whatever may be its capacity or capacities as
Finance Party in respect of the Transferring BUK Product) in respect of the
Transferring BUK Product, shall have the ranking as between themselves as
expressed in the terms of the existing Intercreditor Agreement.
References to bank accounts or deposit accounts
13.3 Clause 6.2(B) shall apply to the contracts governing Syndicatable Loan Facilities and
Syndicated Loan Facilities.
14. TREASURY AND FUNDING ARRANGEMENTS
Internal capital and treasury instruments
14.1 On and with effect from the Effective Time, and without prejudice to Clause 22:
(A) each In-Scope BUK Treasury Instrument and all rights, obligations, benefit,
burden, liabilities, title and interest therein shall, without any further act or
instrument, be transferred to, vested in and enforceable by BBUKPLC, as if
BBUKPLC, instead of BBPLC, had always been (i) in the case of any In-Scope
AT1 Debt Securities and In-Scope T2 Debt Securities, the “issuer” (howsoever
expressed) and, (ii) in the case of any In-Scope Senior Unsecured Debt Loan,
the “borrower”, and any reference to BBPLC (howsoever worded and whether
express or implied) as the “issuer” or the “borrower” (howsoever worded and
whether express or implied), as applicable, in respect of such In-Scope BUK
Treasury Instruments shall be replaced with a reference to BBUKPLC;
(B) each Transferring BUK Treasury Instrument Document and each Relevant Part
of a Split Treasury Instrument Document shall take effect as if it was made with
BBUKPLC instead of with BBPLC;
(C) in respect of each Transferring BUK Treasury Instrument Document and each
Relevant Part of a Split Treasury Instrument Document, the In-Scope BUK
Treasury Instrument Amendments shall take effect;
(D) in respect of each Retained Treasury Instrument Document and each Retained
Part of a Retained Treasury Instrument, the Retained Treasury Instrument
Amendments shall take effect; and
(E) BBPLC shall be fully discharged and released from any further obligations under
or in connection with each Transferring BUK Treasury Instrument Document and
each Relevant Part of a Split Treasury Instrument Document and all obligations
and liabilities thereunder notwithstanding any provision thereof whether or not
such provision is deemed to survive termination.
BUK covered bonds
42
14.2 On and with effect from the Effective Time:
(A) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC under
or pursuant to the BUK Covered Bond Programmes and each trust deed
constituting the BUK Covered Bonds (in each case, except in respect of any
BBPLC N Covered Bond Roles), shall, without any further act or instrument, be
transferred to and assumed by BBUKPLC as principal debtor including, but
without limitation, the obligations of BBPLC to pay (i) all interest (if any) on the
BUK Covered Bonds accrued up to the Effective Time but unpaid and (ii) all other
moneys (if any) payable under or pursuant to the BUK Covered Bonds and each
relevant trust deed in respect thereof accrued up to the Effective Time but unpaid;
(B) BBUKPLC shall be deemed to be named in place of BBPLC in all BUK Covered
Bond Programmes Documentation, and BBUKPLC shall assume and (where
applicable) perform all rights, obligations, benefit, burden, liabilities, title and
interest of BBPLC thereunder and shall be bound by the terms of the BUK
Covered Bond Programmes Documentation as principal debtor under each trust
deed constituting the BUK Covered Bonds and all of the BUK Covered Bond
Programmes Documentation (in each case, except in respect of any BBPLC N
Covered Bond Roles), as if BBUKPLC had at all times been a party to the BUK
Covered Bond Programmes Documentation in such capacity in place of BBPLC;
(C) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC under
or in connection with the BUK Covered Bonds, the BUK Covered Bond
Programmes Documentation and the BUK Covered Bond Programmes (in each
case, except in respect of any BBPLC N Covered Bond Roles) shall cease;
(D) each BUK Covered Bond Retained Interest held by BBPLC shall, without any
further act or instrument, be transferred to, held by, vested in and enforceable by,
BBUKPLC as if BBUKPLC, instead of BBPLC, had always been holder of such
BUK Covered Bond Retained Interest;
(E) any references to the Barclays Bank Base Rate in the BUK Covered Bond
Programmes Documentation (or in any of the documentation creating the assets
securing the relevant programme to the extent that such documentation does not
form part of any Transferring Contracts or Relevant Parts of Split Contracts), an
interest rate or price being calculated by reference to the Barclays Bank Base
Rate (howsoever expressed) shall be substituted with a reference to (and
calculated by reference to) the Bank of England Bank Rate, or, in the event that
the Bank of England Bank Rate no longer exists or is no longer published in the
same form as at the Effective Time, such replacement rate as BBUKPLC may
select;
(F) BBPLC shall be fully discharged and released from any further obligations under
or in connection with the BUK Covered Bond Programmes Documentation and
the BUK Covered Bond Programmes (in each case, except in respect of any
BBPLC N Covered Bond Roles) and all obligations and liabilities thereunder
43
notwithstanding any provision thereof whether or not such provision is deemed
to survive termination; and
(G) each of the parties (other than BBPLC, except in respect of any BBPLC N
Covered Bond Roles) to the BUK Covered Bond Programmes Documentation
shall perform its obligations (if any) under the BUK Covered Bond Programmes
Documentation and be bound by the terms of the BUK Covered Bond
Programmes Documentation in every way as if BBUKPLC had at all times been
a party to the BUK Covered Bond Programmes Documentation in such capacity
in place of BBPLC.
14.3 On and with effect from the Effective Time, and without prejudice to Clause 22, the
membership interests held by BBPLC in Barclays Covered Bonds LLP and Barclays
Covered Bond Funding LLP shall, without any further act or instrument, be transferred to,
and legal and beneficial interest in respect of those membership interests shall vest in,
BBUKPLC, and BBUKPLC shall assume and (where applicable) perform all rights,
obligations, benefit, burden, liabilities, title and interest of BBPLC pursuant to the relevant
limited liability partnership agreements in respect of Barclays Covered Bonds LLP and
Barclays Covered Bond Funding LLP.
BUK securitisation programmes
14.4 On and with effect from the Effective Time, and without prejudice to Clause 22:
(A) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC under
or pursuant to the BUK Securitisation Programmes (except, in relation to the
Millshaw SAMS No.1 Programme, in respect of the BBPLC Operating Bank Role)
shall, without any further act or instrument, be transferred to and assumed by
BBUKPLC;
(B) BBUKPLC shall be deemed to be named in place of BBPLC in all BUK
Securitisation Programmes Documentation, and BBUKPLC shall assume and
(where applicable) perform all rights, obligations, benefit, burden, liabilities, title
and interest of BBPLC thereunder and shall be bound by the terms of the BUK
Securitisation Programmes Documentation (except, in relation to the Millshaw
SAMS No.1 Programme, in respect of the BBPLC Operating Bank Role) as if
BBUKPLC had at all times been a party to the BUK Securitisation Programmes
Documentation in such capacity in place of BBPLC;
(C) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC under
or in connection with the BUK Securitisation Programmes Documentation and the
BUK Securitisation Programmes (except, in relation to the Millshaw SAMS No.1
Programme, in respect of the BBPLC Operating Bank Role) shall cease;
(D) BBPLC shall be fully discharged and released from any further obligations under
or in connection with the BUK Securitisation Programmes Documentation and the
BUK Securitisation Programmes (except, in relation to the Millshaw SAMS No.1
Programme, in respect of the BBPLC Operating Bank Role) and all obligations
44
and liabilities thereunder notwithstanding any provision thereof whether or not
such provision is deemed to survive termination; and
(E) each of the parties (other than BBPLC) to the BUK Securitisation Programmes
Documentation shall perform its obligations (if any) under the BUK Securitisation
Programmes Documentation and be bound by the terms of the BUK
Securitisation Programmes Documentation in every way as if BBUKPLC had at
all times been a party to the BUK Securitisation Programmes Documentation in
such capacity in place of BBPLC.
BUK securitisation programmes – other transfers and amendments
14.5 On and with effect from the Effective Time, and without prejudice to Clause 22:
(A) each BUK Securitisation Retained Interest held by BBPLC shall, without any
further act or instrument, be transferred to, held by, vested in and enforceable by
BBUKPLC, as if BBUKPLC, instead of BBPLC, had always been holder of such
BUK Securitisation Retained Interest;
(B) each BUK Securitisation Seller Share Interest held by BBPLC shall, without any
further act or instrument, be transferred to, held by, vested in and enforceable by
BBUKPLC, as if BBUKPLC, instead of BBPLC, had always been holder of such
BUK Securitisation Seller Share Interest;
(C) the legal title or interests held by BBPLC to any assets or receivables which have
been beneficially transferred (or declared to be held on trust) by BBPLC under
the BUK Securitisation Programmes Documentation to another party to the BUK
Securitisation Programmes Documentation shall, without any further act or
instrument, be transferred to, held by, vested in and enforceable by BBUKPLC,
as if BBUKPLC, instead of BBPLC, had always been holder of such legal title or
interests;
(D) any references to the Barclays Bank Base Rate in the BUK Securitisation
Programmes Documentation (or in any of the documentation creating the assets
securing the relevant programme to the extent that such documentation does not
form part of any Transferring Contracts or Relevant Parts of Split Contracts) to an
interest rate or price being calculated by reference to the Barclays Bank Base
Rate (howsoever expressed) shall be substituted with a reference to (and
calculated by reference to) the Bank of England Bank Rate, or, in the event that
the Bank of England Bank Rate no longer exists or is no longer published in the
same form as at the Effective Time, such replacement rate as BBUKPLC may
select; and
(E) the shares held by BBPLC in Barclaycard Funding plc shall, without any further
act or instrument, be transferred to, held by, vested in and enforceable by
BBUKPLC as if BBUKPLC, instead of BBPLC, had always been the holder of
such shares.
45
Bank of England Central Bank Facilities and Schemes
14.6 On and with effect from the Effective Time, and without prejudice to Clause 22:
(A) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC in
respect of the BUK BoE Central Bank Accounts and Facilities, and any balance
(positive, negative or zero) on and assets contained in any such account and any
funding (in whole or in part allocated to be held by BBUKPLC in the Barclays
Treasury System immediately prior to the Effective Time, to be listed in a side
letter to the BUK BoE Central Bank Documentation to take effect at the Effective
Time) which has been provided to BBPLC in respect of any such facility (as
appropriate) as of the Effective Time, shall be transferred to, and legal and
beneficial interest in respect of such accounts and facilities shall vest in,
BBUKPLC;
(B) BBUKPLC shall be deemed to be named in place of BBPLC in the Relevant Parts
of all BUK BoE Central Bank Documentation, and BBUKPLC shall assume and
(where applicable) perform all rights, obligations, benefit, burden, liabilities, title
and interest of BBPLC thereunder and shall be bound by the terms of the
Relevant Parts of the BUK BoE Central Bank Documentation, as if BBUKPLC
had at all times been a party to the Relevant Parts of the BUK BoE Central Bank
Documentation in such capacity in place of BBPLC;
(C) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC under
or in connection with the BUK BoE Central Bank Accounts and Facilities and the
Relevant Parts of the BUK BoE Central Bank Documentation shall cease; and
(D) any person (including, for the avoidance doubt, the Bank of England, its nominees
and Bank of England Asset Purchase Facility Fund Limited) who is a counterparty
to any such Relevant Parts of the BUK BoE Central Bank Documentation, or any
party with rights under or pursuant to any such documentation shall be entitled to
the same rights as against BBUKPLC under or pursuant to such documentation
as were available to it against BBPLC immediately prior to the Effective Time, and
accordingly such rights as were available to that party as against BBPLC in
relation to such documentation before the Effective Time shall be extinguished.
BUK Liquidity Pool
14.7 On and with effect from the Effective Time, and without prejudice to Clause 22:
(A) each asset in the BUK Liquidity Pool shall be transferred to, and legal and
beneficial interest in respect of such assets shall vest in, BBUKPLC;
(B) all BUK Liquidity Pool Documentation, and all rights, obligations, benefit, burden,
liabilities, title and interest of BBPLC, in each case, therein shall be transferred to
BBUKPLC and shall be held by, be vested in and enforceable by BBUKPLC as if
all such BUK Liquidity Pool Documentation had been made with BBUKPLC
46
instead of with BBPLC and as if any references therein to BBPLC were to
BBUKPLC;
(C) BBUKPLC shall become entitled to the same rights under or pursuant to such
BUK Liquidity Pool Documentation as were available to BBPLC in respect of each
such document immediately prior to the Effective Time, and accordingly such
rights as were available to BBPLC in respect of such documentation prior to the
Effective Time shall be extinguished; and
(D) any person who is a counterparty to any such BUK Liquidity Pool Documentation,
or any party with rights under or pursuant to any such documentation shall be
entitled to the same rights as against BBUKPLC under or pursuant to such
agreement as were available to it against BBPLC immediately prior to the
Effective Time, and accordingly such rights as were available to that party as
against BBPLC in relation to such documentation before the Effective Time shall
be extinguished.
BUK treasury derivative portfolio
14.8 On and with effect from the Effective Time:
(A) each In-Scope Hedging Agreement and each In-Scope Hedging Credit Support
Agreement and all rights, obligations, benefit, burden, liabilities, title and interest
of BBPLC therein (including all rights, title and interest to any cash, securities or
financial instruments of BBPLC in any relevant Collateral Account) shall be
transferred to BBUKPLC and shall be held by, be vested in and enforceable by
BBUKPLC as if such In-Scope Hedging Agreement and/or In-Scope Hedging
Credit Support Agreement, as applicable, had been made with BBUKPLC instead
of with BBPLC and as if any references therein to BBPLC were to BBUKPLC;
(B) BBUKPLC shall become entitled to the same rights under or pursuant to each In-
Scope Hedging Agreement and each In-Scope Hedging Credit Support
Agreement as were available to BBPLC in respect of each such agreement
immediately prior to the Effective Time, and accordingly such rights as were
available to BBPLC in respect of such agreements prior to the Effective Time shall
be extinguished; and
(C) any person who is a counterparty to an In-Scope Hedging Agreement or an In-
Scope Hedging Credit Support Agreement, or any party with rights under or
pursuant to any such agreement shall be entitled to the same rights as against
BBUKPLC under or pursuant to such agreement as were available to it against
BBPLC immediately prior to the Effective Time, and accordingly such rights as
were available to that party as against BBPLC in relation to such agreement
before the Effective Time shall be extinguished.
BUK securities lending and repurchase agreements
14.9 On and with effect from the Effective Time:
47
(A) each In-Scope Securities Financing Agreement and all rights, obligations, benefit,
burden, liabilities, title and interest of BBPLC therein shall be transferred to
BBUKPLC and shall be held by, be vested in and enforceable by BBUKPLC as if
such In-Scope Securities Financing Agreement had been made with BBUKPLC
instead of with BBPLC and as if any references therein to BBPLC were to
BBUKPLC;
(B) BBUKPLC shall become entitled to the same rights under or pursuant to each In-
Scope Securities Financing Agreement as were available to BBPLC in respect of
the In-Scope Securities Financing Agreement immediately prior to the Effective
Time, and accordingly such rights as were available to BBPLC in respect of such
In-Scope Securities Financing Agreement prior to the Effective Time shall be
extinguished; and
(C) any person who is a counterparty to the relevant In-Scope Securities Financing
Agreement shall be entitled to the same rights as against BBUKPLC under or
pursuant to such In-Scope Securities Financing Agreement as were available to
it against BBPLC immediately prior to the Effective Time, and accordingly such
rights as were available to that party as against BBPLC in relation to such In-
Scope Securities Financing Agreement before the Effective Time shall be
extinguished.
Prudential capital requirements
14.10 The Relevant Transferors and Relevant Transferees shall ensure that immediately
following the Effective Time each Relevant Transferor and Relevant Transferee meets the
applicable prudential capital requirements, or such other requirements as determined by
the PRA or FCA as appropriate. The Relevant Transferors and Relevant Transferees may
take any action deemed necessary to ensure compliance with this Clause 14.10, including
adjustments to the allocation of In-Scope BUK Treasury Instruments, the balance of any
cash and assets held in the BUK BoE Central Bank Accounts and Facilities, and the
allocation of any asset to the BUK Liquidity Pool.
15. FINANCIAL MARKET INFRASTRUCTURES AND PAYMENT SCHEMES
On and with effect from the Effective Time:
(A) the BUK FMI Participations, and all rights, obligations, benefit, burden, liabilities,
title and interest of BBPLC in respect of the BUK FMI Participations, shall transfer
from BBPLC to BBUKPLC;
(B) BBPLC’s membership in, and the rights, benefits and burdens of BBPLC in
respect of, the Transferring BUK Payment Schemes shall be transferred to, and
vest in, BBUKPLC;
(C) any in-bound or out-bound payment flows to and from the BUK Sort Codes (and
any BBUKPLC SWIFTBIC (BUKBGB22) and IBAN based on BUK Sort Codes)
as of the Effective Time, including any such flows that are in-flight at the Effective
48
Time, shall transfer from BBPLC to BBUKPLC, and BBUKPLC shall assume the
obligations of BBPLC in completing such payment flows in accordance with their
instructions;
(D) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC in
respect of the BUK FMI Accounts and the BUK BoE Settlement Account, and any
balance (positive, negative or zero) on and assets contained in such accounts as
of the Effective Time, shall be transferred to, and legal and beneficial interest in
respect of such accounts and assets shall vest in, BBUKPLC;
(E) all rights, obligations, benefit, burden, liabilities, title and interest of BBPLC in
respect of the BUK FMI Transactions shall be transferred to and vest in
BBUKPLC;
(F) BBUKPLC shall become entitled to the same rights under or pursuant to the BUK
FMI Documentation, the Transferring BUK Payment Schemes Documentation
and the Relevant Parts of the BUK BoE Settlement Account Documentation as
were available to BBPLC in respect of the relevant document immediately prior
to the Effective Time, and accordingly such rights as were available to BBPLC
under the relevant document prior to the Effective Time shall be extinguished;
and
(G) any person who is a counterparty to, or a third party with rights under, the BUK
FMI Documentation, the Transferring BUK Payment Schemes Documentation or
the Relevant Parts of the BUK BoE Settlement Account Documentation shall be
entitled to the same rights as against BBUKPLC under or pursuant to the relevant
document as were available to it against BBPLC immediately prior to the Effective
Time, and accordingly such rights as were available to that party as against
BBPLC under the relevant document before the Effective Time shall be
extinguished.
16. TAX ASSETS AND LIABILITIES
16.1 Where in relation to a Relevant Tax Asset, the Tax repayable arose partly in respect of, or
was partly attributable to, Relevant Activity and partly of or to Non-relevant Activity, this
Scheme shall have effect to transfer to the Relevant Transferee such part of the Relevant
Tax Asset as represents the repayment of Tax that arose, or was attributable to, the
Relevant Activity.
16.2 Where a Relevant Tax Liability arises partly in respect of, or partly is attributable to,
Relevant Activity and partly of or to Non-relevant Activity, this Scheme shall have effect
to transfer to the Relevant Transferee such part of the Relevant Tax Liability as arises in
respect of, or is attributable to, the Relevant Activity.
16.3 Any question as to whether, or the extent to which:
(A) in relation to any Relevant Tax Asset, the Tax repayable arose in respect of, or
was attributable to, Relevant Activity or Non-relevant Activity; and
49
(B) any Relevant Tax Liability arises in respect of or is attributable to Relevant Activity
or Non-relevant Activity,
shall be determined by agreement between the Relevant Transferors and Relevant
Transferees.
17. DECLARATIONS OF TRUST
17.1 The provisions of this Clause 17 are subject to Clauses 4.4 and 5.3.
Transferring Assets, Assumed Liabilities and Residual Assets
17.2 If:
(A) any Transferring Asset is not transferred to, and vested in the Relevant
Transferee by this Scheme at the Effective Time because such asset is a
Residual Asset or for any other reason;
(B) any Residual Asset is not transferred to and vested in the Relevant Transferee
by this Scheme on the Subsequent Transfer Date applicable thereto;
(C) any Relevant Security Interest or Relevant Security Agreement is not transferred
to, and vested in BBUKPLC or the Security Trustee, as applicable, by, or as
contemplated by, Clauses 9 and 10 of this Scheme at the Effective Time, for
whatever reason, including any BUK Security Interest and the Relevant Security
Agreement constituting such BUK Security Interest, not transferring to, or vesting
in, BBUKPLC by virtue of it not governed by the laws of England and Wales,
Scotland or Northern Ireland (being “Residual Security”); or
(D) any Relevant Guarantee or Relevant Guarantee Agreement is not transferred
and/or varied, as applicable, as contemplated by Clause 12 of this Scheme, on
and with effect from the Effective Time, for whatever reason, including in respect
of any Relevant Guarantee or Relevant Guarantee Agreement not governed by
the laws of England and Wales, Scotland or Northern Ireland (being “Residual
Guarantees”),
the Relevant Transferor shall, on and with effect from the Effective Time, hold any such
asset, rights, titles, interest and benefit in respect of such asset, rights, titles or interest,
together with any proceeds of sale, income or other accrual or return in respect thereof,
on trust for the Relevant Transferee or, in the case of Relevant Security Interests and
Relevant Security Agreements, on trust for BBUKPLC or the Security Trust Secured
Parties, as applicable, absolutely, except to the extent that (i) the entry into, or creation of
such an arrangement would itself be outside the jurisdiction of the Court, or (ii) the entry
into, or creation of, such an arrangement would require a consent or waiver which has
not been obtained.
For the avoidance of doubt, BBPLC shall continue to hold all rights, titles, interests and
benefits under Residual Guarantees in respect of BBPLC Guaranteed Liabilities.
50
Directions of Relevant Transferee or the Security Trust Secured Parties
17.3 The Relevant Transferor shall be subject to the Relevant Transferee’s or the Security
Trust Secured Parties’, as applicable, reasonable directions in respect of any Residual
Asset, Residual Guarantee or Residual Security until the relevant Residual Asset,
Residual Guarantee or Residual Security is:
(A) transferred or otherwise vested in the Relevant Transferee (in the case where the
Security Trustee is the Relevant Transferee, as trustee for and on behalf of the
relevant Security Trust Secured Parties), as applicable;
(B) in respect of a Residual Guarantee or Residual Security, in each case subject to
Clause 17.4 below, released or discharged in accordance with its terms; or
(C) in respect of a Residual Asset, disposed of by the Relevant Transferor
(whereupon the Relevant Transferor shall account to the Relevant Transferee for
the proceeds thereof),
and the Relevant Transferee shall have authority to act as the agent of the Relevant
Transferor in respect of such Residual Assets or Residual Guarantees for all purposes,
and the Relevant Transferee or the Security Trust Secured Parties, as applicable, shall
have authority to act as the agent of BBPLC in respect of such Relevant Security Interest
and/or Relevant Security Agreement for all purposes.
17.4 In addition to the Relevant Transferor’s obligation to act in accordance with any directions
given to it by the Relevant Transferee or the Security Trust Secured Parties, as applicable,
pursuant to Clause 17.3 above, in respect of any applicable Residual Guarantee or
Residual Security, the Relevant Transferor shall, where directed to do so by the Relevant
Transferee or the Security Trust Secured Parties, as applicable:
(A) ensure that the applicable Relevant Guarantee and/or Relevant Guarantee
Agreement, or Relevant Security Interest and/or Relevant Security Agreement,
remains valid, legally binding and enforceable;
(B) take such steps as the Relevant Transferee or the Security Trust Secured Parties
(as applicable) may determine are necessary or desirable to perfect, preserve or
protect the applicable Residual Guarantee or Residual Security and its priority;
and
(C) facilitate the exercise of any and all of the rights in relation to the Residual
Guarantee and its enforcement, or the Residual Security and its realisation or
enforcement.
Monies held on trust
17.5 In the event of any payment (save for any payment paid to a Relevant Transferor under
a payments scheme which is intended to be paid to a Relevant Transferee in respect of
the Transferring Businesses, which will be either redirected immediately or treated as a
51
debt between the Relevant Transferor and the Relevant Transferee) being made to, or
right or benefit being conferred upon or accruing to:
(A) the Relevant Transferor in respect of any of the Transferring Assets or Assumed
Liabilities after the Effective Time;
(B) BBPLC under a BUK Guarantee Agreement or a Shared Guarantee Agreement
to the extent that it relates to BUK Guaranteed Liabilities, or in the event of any
recovery of amounts by, or payment to, BBPLC (or its agent) upon the
enforcement of the applicable BUK Guarantee Agreement or a Shared Guarantee
Agreement to the extent that it relates to BUK Guaranteed Liabilities, in each
case, after the Effective Time; or
(C) BBPLC under a Relevant Security Agreement, or in the event of any recovery of
amounts by, or payment to, BBPLC (or its agent) upon the enforcement of the
applicable Relevant Security Interest, in each case, after the Effective Time,
the Relevant Transferor shall hold such sums or right or benefit on trust for the Relevant
Transferee or the Security Trust Secured Parties (as applicable) and shall, as soon as is
reasonably practicable after its receipt, pay over the amount of such payment or transfer
or assign such right or benefit to, or in accordance with the directions of, the Relevant
Transferee or the Security Trust Secured Parties, as applicable.
17.6 In the event of any payment (save for any payment paid to a Relevant Transferee under
a payments scheme which is intended to be paid to a Relevant Transferor in respect of
the Retained Businesses, which will be either redirected immediately or treated as a debt
between the Relevant Transferee and the Relevant Transferor) being made to, or right or
benefit being conferred upon or accruing to, a Relevant Transferee:
(A) in respect of any of asset or liability which is part of the Retained Businesses; or
(B) under a Shared Guarantee Agreement to the extent that it relates to BBPLC
Guaranteed Liabilities, or in the event of any recovery of amounts by, or payment
to, BBUKPLC (or its agent) upon the enforcement of the applicable Shared
Guarantee Agreement to the extent that it relates to BBPLC Guaranteed
Liabilities, in each case, after the Effective Time,
the Relevant Transferee shall hold such sums or right or benefit on trust for the Relevant
Transferor and shall, as soon as is reasonably practicable after its receipt, pay over the
amount of such payment or transfer or assign such right or benefit to, or in accordance
with the directions of, the Relevant Transferor which conducts the business to which that
payment, right or benefit relates.
Failure of trusts
17.7 If any trust intended to arise pursuant to Clause 17.2 fails for any reason (including the
operation of the laws of any jurisdiction in which any assets, moneys, payments or
distributions may be situated) and cannot be given effect to:
52
(A) in respect of Residual Assets, Residual Guarantees or Residual Security, the
Relevant Transferor shall pay to the Relevant Transferee an amount equal to the
value (as agreed between the Relevant Transferor and Relevant Transferee) of
the relevant assets or amounts intended to be so held on trust for the Relevant
Transferee; and/or
(B) in respect of Residual Security only, BBPLC will pay to BBUKPLC, an amount
equal to the value (as agreed between the Relevant Transferor and Relevant
Transferee) of the relevant assets or amounts intended to be so held on trust for
BBUKPLC.
18. WRONG POCKETS
18.1 Subject to Clause 18.4, if at any point after the Effective Time and before 23:59:59 on 31
December 2018, any product provided by BBPLC constitutes a Core Deposit (whether or
not such product constituted a Core Deposit at the Effective Time and regardless of
whether such Core Deposit would otherwise have been a Retained Product (or ancillary
to a Retained Product)), and if BBPLC and BBUKPLC agree that this Clause 18.1 shall
apply to such Core Deposit:
(A) on the Transfer Notice Date such Core Deposit shall transfer to BBUKPLC as if
the account holder(s) in respect of such Core Deposit were an In-Scope
Customer, the products associated with or related to such Core Deposit were
Transferring Products, and any contract, commitment, engagement, undertaking
or other agreement entered into between BBPLC and the relevant account
holder(s) in respect of such Core Deposit were a Transferring Contract or
Relevant Part of a Split Contract (as the case may be); and
(B) BBPLC and BBUKPLC shall do such things as are reasonably necessary to
ensure that any assets and Liabilities of BBPLC associated with such Core
Deposits are transferred to BBUKPLC;
18.2 Subject to Clause 18.5, if, at any point after the Effective Time and before 23:59:59 on 31
December 2018, any Transferring Product provided to an In-Scope Customer requires
BBUKPLC to engage, or involves BBUKPLC in engaging, in an Excluded Activity or a
Prohibited Activity (whether or not such Transferring Product required BBUKPLC to
engage, or involved BBUKPLC in in engaging, in an Excluded Activity or a Prohibited
Activity at the Effective Time) and if BBPLC and BBUKPLC agree that this Clause 18.2
shall apply to such Transferring Product:
(A) the relevant Transferring Product shall transfer from BBUKPLC to BBPLC on the
Transfer Notice Date;
(B) any Transferring BUK Contract or Relevant Part of a Split Contract in respect of
such Transferring Product which had previously transferred to BBUKPLC
pursuant to this Scheme shall transfer from BBUKPLC to BBPLC on the Transfer
Notice Date, except that BBUKPLC and BBPLC may agree that certain elements
will not transfer in that way; and
53
(C) BBPLC and BBUKPLC shall do such things as are reasonably necessary to
ensure that any assets and Liabilities of BBUKPLC associated with such products
are transferred to BBPLC;
18.3 If, at any point after the Effective Time and before 23:59:59 on 17 December 2018, any
In-Scope Customer or any person whose Deposit transferred to BBUKPLC pursuant to
Clause 18.1:
(A) becomes an Eligible Individual by providing a valid Declaration of Eligibility to
BBPLC; or
(B) is:
(i) determined by BBPLC to be a Qualifying Organisation or Qualifying
Group Member (as applicable);
(ii) has been notified of such determination by BBPLC; and
(iii) such notice of determination has not been revoked,
then BBPLC and BBUKPLC may by joint notice to such person transfer any Transferring
Contracts or Relevant Parts of Split Contracts in respect of such person from the Relevant
Transferee to BBPLC, alongside any associated assets and liabilities in respect of such
Transferring Contracts or Relevant Parts of Split Contracts.
18.4 Clause 18.1 shall not take effect in respect of a particular Deposit, product, contract,
engagement, undertaking or other agreement unless and until BBPLC has given written
notice to the relevant customer(s) affected, informing them of the transfer of that Deposit,
product, contract, engagement, undertaking and/or other agreement, to BBUKPLC.
18.5 Clause 18.2 shall not have effect in respect of a particular product, contract, engagement,
undertaking or other agreement unless and until BBUKPLC has given written notice to
the relevant customer(s) affected, informing them of the transfer of that product, contract,
engagement, undertaking or other agreement to BBPLC.
19. INDEMNITY
19.1 The provisions of this Clause 19 are subject to Clauses 4.4 and 5.3.
19.2 Each Relevant Transferee shall, from the Effective Time, indemnify the Relevant
Transferors against any and all Residual Liabilities falling under limbs (B), (C) and (D) of
the definitions of Residual BUK Liability or Residual BISL Liability (as applicable) and any
and all costs suffered or incurred by any of them as a result of any failure to discharge
such Residual Liabilities.
19.3 The Relevant Transferees shall, from each Subsequent Transfer Date:
54
(A) assume and discharge when due any and all of those Residual Liabilities falling
within limb (A) of the definitions of Residual BUK Liability or Residual BISL
Liability (as applicable); and
(B) indemnify the Relevant Transferor against those Residual Liabilities falling within
limb (A) of the definitions of Residual BUK Liability or Residual BISL Liability (as
applicable), and any and all costs suffered or incurred by such Relevant
Transferor as a result of any failure by them to discharge such Residual Liabilities.
20. LEGACY LIABILITIES
20.1 On and with effect from the Effective Time, any Liability of:
(A) a Relevant Transferor arising under or in respect of (including, for the avoidance
of doubt, in respect of the sale of) any Transferring Product shall be deemed to
be an Assumed BUK Liability (in respect of Transferring BUK Products) or
Assumed BISL Liability (in respect of Transferring BISL Products) as appropriate,
and Clause 21 shall apply to any Proceedings in respect of such Liability;
(B) a Relevant Transferor in respect of the sale prior to the Effective Time of payment
protection insurance to any customer (whether current or former), other than
customers who became customers of BBPLC at branches outside the United
Kingdom, shall be deemed to be an Assumed BUK Liability and Clause 21 shall
apply to any Proceedings in respect of such Liability;
(C) WPML arising under or in respect of WPML’s roles of plan manager, administrator
and/or trustee in respect of the WPML Products shall be deemed to be an
Assumed BISL Liability, and Clause 21 shall apply to any Proceedings in respect
of such Liability.
20.2 On and with effect from the Effective Time, any Liability of a Relevant Transferor in respect
of the sale of any Retained Products which are interest rate hedging products and which
are linked to, associated with or related to Transferring Products (but excluding any
payments or amounts due or payable by the Relevant Transferor under the relevant
contract with the relevant customer to the extent that such contract is not a Transferring
Contract or a Relevant Part of a Split Contract) shall be deemed to be an Assumed BUK
Liability and Clause 21 shall apply to any Proceedings in respect of such Liabilities.
20.3 On and with effect from the Effective Time, any Liability of a Relevant Transferor arising
under or in respect of infringement of the intellectual property rights of a person who is
not a member of the Group and which can be attributed to the operation, administration
or servicing of the assets and/or liabilities comprised in the Transferring BUK Businesses
or the Transferring BISL Businesses shall be deemed to be an Assumed BUK Liability or
Assumed BISL Liability (as applicable) to the extent so attributed and Clause 21 shall
apply to any Proceedings in respect of such infringement.
20.4 On and with effect from the Effective Time, any Liability of BBPLC arising under or in
respect of any personal injury claims brought in relation to any acts or omissions (or
55
alleged acts or omissions) of BBPLC prior to the Effective Time, but excluding any claims
brought by an employee or former employee of any member of the Group, shall be
deemed to be an Assumed BUK Liability and Clause 21 shall apply to any Proceedings
in respect of such Liabilities.
21. CONDUCT OF PROCEEDINGS
21.1 On and with effect from the Effective Time, any Proceedings in the United Kingdom in
respect of the Transferring Businesses (including the relevant Transferring Items,
Relevant Security Interests and Relevant Guarantee Agreements comprised in such
Transferring Businesses), including any such Proceedings to the extent related to or in
connection with:
(A) any of:
(i) Transferring Products;
(ii) WPML’s roles of plan manager, administrator and/or trustee in respect of
the WPML Products; and/or
(iii) the sale prior to the Effective Time of payment protection insurance to
any customer (whether current or former), other than customers who
became customers of BBPLC at branches outside the United Kingdom;
(B) the sale prior to the Effective Time of any Retained Products which are interest
rate hedging products and which are linked to, associated with or related to
Transferring Products;
(C) personal injury claims brought in relation to any acts or omissions (or alleged acts
or omissions) of BBPLC prior to the Effective Time, but excluding any claims
brought by an employee or former employee of any member of the Group;
(D) any Relevant Tax Liability, to the extent arising in respect of, or attributable to,
Relevant Activity; or
(E) any other Liabilities deemed to be Assumed Liabilities pursuant to Clause 20,
which have been issued, initiated, served, or are pending, threatened or otherwise, by or
on behalf of, or against, any Relevant Transferor(s), shall be continued or made by or on
behalf of or against (as the case may be) the Relevant Transferee(s), and such Relevant
Transferee(s) shall be entitled to all claims, counterclaims, defences, defences to
counterclaims and rights of set-off which were or would have been available to the
Relevant Transferor(s) in relation to those Proceedings.
21.2 On and with effect from the Effective Time, any judgment, decree, settlement, order or
award in the United Kingdom obtained by or against a Relevant Transferor to the extent
related to any Proceedings which, had they been ongoing as of the Effective Time would
have been subject to Clause 21.1, and which has not been fully satisfied before the
56
Effective Time shall, to the extent to which it was enforceable by or against the Relevant
Transferor(s) immediately prior thereto, become enforceable by or against the Relevant
Transferee(s).
22. CONSEQUENCES OF THE SCHEME
22.1 Save to the extent stated otherwise in the Order, neither the transfers effected by this
Scheme, nor this Scheme, nor anything done or omitted to be done in connection
therewith, shall:
(A) invalidate or discharge any contract, security, guarantee or other thing, nor
constitute a default, an event of default, suspension or otherwise give rise to a
right of termination, early termination, unilateral variation, discharge or release
(howsoever described) or release any assets transferring under the Scheme that
are the subject of any Security Interest from such Security Interest; or
(B) require further registration, re-registration or filing or any amendment of any
existing registration or filing in respect of any Security Interest or other instrument
(including instruments creating or acknowledging indebtedness) registered in the
United Kingdom; or
(C) constitute a breach of, or default under, or require compliance with any notice or
consent provision or require any obligation to be performed sooner or later than
would have otherwise been the case under, any contract or instrument to which
any Relevant Transferor or Relevant Transferee is a party or by which it is or
becomes bound; or
(D) allow any party to a contract to which a Relevant Transferor or a Relevant
Transferee is also a party to terminate that contract when that party would not
otherwise have been able to terminate it, or, save as otherwise provided herein,
to treat any interest or right under that contract as terminated or modified; or
(E) entitle any party to any contract to which a Relevant Transferor or a Relevant
Transferee is also a party to modify the terms of that contract when that party
would not otherwise have been able to modify those terms or confer a right,
interest or benefit on it which it would not otherwise have had; or
(F) save as otherwise provided herein, confer any greater or lesser rights, interests
or benefits, or impose any greater or lesser obligations, on any party to any
contract to which a Relevant Transferor or a Relevant Transferee is also a party
when that greater or lesser obligation would not otherwise have been imposed;
or
(G) affect the enforceability, priority or ranking of any security relating to obligations
owed by or to a Relevant Transferor where those obligations are created in an
agreement which is to transfer, or are otherwise to become obligations
enforceable by or against a Relevant Transferor or a Relevant Transferee under
the terms of this Scheme; or
57
(H) save as provided otherwise herein, enable any person to bring a claim against a
Relevant Transferor or a Relevant Transferee or against any other person
whether in contract, tort, equity or otherwise in relation to the Transferring
Businesses or Retained Businesses or any assets, liabilities or contracts
comprised in such businesses.
22.2 Without prejudice to the generality of Clause 22.1, on and with effect from the Effective
Time:
(A) any offer or invitation to treat made to or by a Relevant Transferor prior to the
Effective Time which, in respect of an offer if accepted before that date, or in
respect of an invitation to treat requested an offer which had it been accepted
before that date, would have resulted in a Transferring BUK Contract, Relevant
Guarantee Agreement or provision of a Transferring BUK Product under a
Syndicatable Loan Facility or Syndicated Loan Facility (or a Relevant Part of a
Split Contract which would have transferred to BBUKPLC if made before the
Effective Time) shall, unless it is a Secured Contract that falls within the scope of
Clause 22.3 below, be construed and shall have effect as if the offer or invitation
to treat was made to or by BBUKPLC; and
(B) any offer or invitation to treat made to or by a Relevant Transferor prior to the
Effective Time which, in respect of an offer if accepted before that date, or in
respect of an invitation to treat requested an offer which had it been accepted
before that date, would have resulted in a Transferring BISL Contract (or a
Relevant Part of a Split Contract which would have transferred to BISL if made
before the Effective Time) shall, unless it is a Secured Contract that falls within
the scope of Clause 22.3 below, be construed and shall have effect as if the offer
or invitation to treat was made to or by BISL,
and, in the case of each of (A) and (B), any contracts made following the acceptance of
any such offer shall take effect with such amendments as this Scheme would have made
to such contracts had they been made prior to the Effective Time.
22.3 Without prejudice to the generality of Clause 22.1, on and with effect from the Effective
Time, in respect of any offer or invitation to treat made to or by a Relevant Transferor prior
to the Effective Time which, in respect of an offer if accepted before that date, or in respect
of an invitation to treat requested an offer which had it been accepted before that date,
would have resulted in (1) a Relevant Security Agreement or (2) any Transferring BUK
Contract, Relevant Guarantee Agreement, provision of a Transferring BUK Product under
a Syndicatable Loan Facility or Syndicated Loan Facility or a Transferring BISL Contract
(or a Relevant Part of a Split Contract which would have transferred to BBUKPLC or BISL
if made before the Effective Time) which in each case would have been secured by a
Relevant Security Agreement (a “Secured Contract”) then:
(A) where such Relevant Security Agreement would have constituted a Security Trust
Security Interest, such offer or invitation to treat shall be deemed to be made on
the terms that, upon acceptance of such an offer, the Secured Contract and
Relevant Security Agreement;
58
(i) take effect between the Relevant Transferor and the other persons or
entities specified as parties to such contract; and
(ii) shall, together with the corresponding Security Trust Security Interest and
all related rights, titles and interests that would have been transferred by
this Scheme had such transfer occurred at the Effective Time, be
transferred immediately after they are created or entered to the Security
Trustee (as trustee for and on behalf of the Security Trust Secured
Parties), such transfer to be on and subject to the terms of this Scheme
as if it had occurred at the Effective Time; or
(B) where such Relevant Security Agreement would have constituted a BUK Security
Interest, such offer or invitation to treat shall be deemed to be made on the terms
that, upon acceptance of such an offer, the Secured Contract and Relevant
Security Agreement:
(i) take effect between the Relevant Transferor and the other persons or
entities specified as parties to such contract; and
(ii) shall, together with the corresponding BUK Security Interest and all
related rights, titles and interests that would have been transferred by this
Scheme had such transfer occurred at the Effective Time, be transferred
immediately after they are created or entered to BBUKPLC, such transfer
to be on and subject to the terms of this Scheme as if it had occurred at
the Effective Time.
22.4 Without prejudice to the generality of Clause 22.1, with effect from the Relevant Date or
ServCo Relevant Date (as applicable), each guarantee (including any authorised
guarantee agreement (as that term is defined in section 16 of the Landlord and Tenant
(Covenants) Act 1995)) entered into in connection with the grant or assignment to BBPLC
of a BUK Property or a ServCo Property shall be construed and take effect as if any
references to BBPLC contained therein were references to BBUKPLC (if relating to a
BUK Property) or ServCo (if relating to a ServCo Property) and the obligations contained
in such guarantees shall not be treated as having been released by the transfers effected
by this Scheme nor anything done or omitted in connection therewith.
23. EVIDENCE: BOOKS AND RECORDS
23.1 All books and other documents which would, before the Effective Time, have been
evidence in respect of any Proceedings brought by or against the Relevant Transferor at
the Effective Time, shall be admissible in evidence in respect of the same matter for or
against the Relevant Transferee after the Relevant Date, including in respect of any such
Proceedings which have transferred to the Relevant Transferee pursuant to Clause 21.
In this Clause 23, "documents" has the same meaning as in section 13 of the Civil
Evidence Act 1995.
23.2 On and with effect from the Effective Time, the Bankers' Books Evidence Act 1879 shall
apply to any books of BBPLC transferred to, and vested in, BBUKPLC by virtue of this
59
Scheme, and to entries made in those books before the Effective Time, as if such books
were the books of BBUKPLC.
23.3 For the purposes of section 4 of the Bankers' Books Evidence Act 1879, books so
transferred to, and vested in, BBUKPLC shall be deemed to have been the ordinary books
of BBUKPLC at the time of the making of any entry therein which purports to have been
made before the Effective Time, and any such entry shall be deemed to have been made
in the usual and ordinary course of business.
23.4 In this Clause 23, "books" shall be construed in accordance with section 9(2) of the
Bankers' Books Evidence Act 1879.
24. RIGHTS OF THE RELEVANT TRANSFEREE(S)
24.1 All Monies Rights
On and with effect from the Relevant Date, BISL shall not be entitled to apply any All
Monies Rights which might otherwise be exercisable by BISL by virtue of this Scheme:
(A) under any Existing Transferee Agreement to secure any liability arising from time
to time under any BISL Customer Contract or Relevant Part of a Split WIM
Contract; or
(B) under any BISL Customer Contract or Relevant Part of a Split WIM Contract to
secure any liability arising from time to time under any Existing Transferee
Agreement.
24.2 Consolidation Rights
On and with effect from the Relevant Date, BISL shall not be entitled to apply any
Consolidation Rights, which might otherwise be exercisable by BISL by virtue of this
Scheme, to prevent the release of security given in relation to:
(A) any Existing Transferee Agreement until any obligations have been satisfied
under any BISL Customer Contract or Relevant Part of a Split WIM Contract; or
(B) any BISL Customer Contract or Relevant Part of a Split WIM Contract until any
obligations have been satisfied under any Existing Transferee Agreement.
24.3 Cross Default Rights
On and with effect from the Relevant Date, BISL shall not be entitled to apply any Cross
Default Rights, which might otherwise be exercisable by BISL by virtue of this Scheme,
to enforce, accelerate or alter any rights or obligations:
(A) under any Existing Transferee Agreement, as a result of the breach of any BISL
Customer Contract or Relevant Part of a Split WIM Contract; or
60
(B) under any BISL Customer Contract or Relevant Part of a Split WIM Contract, as
a result of the breach of any Existing Transferee Agreement.
24.4 Other rights for BISL
On and with effect from the Relevant Date, BISL shall not be entitled to apply any other
right, benefit or power, which might otherwise be exercisable by BISL by virtue of this
Scheme, under or in relation to any:
(A) Existing Transferee Agreement to reduce, alter, discharge or otherwise secure
any liability arising from time to time under any BISL Customer Contract or
Relevant Part of a Split WIM Contract; or
(B) BISL Customer Contract or Relevant Part of a Split WIM Contract to reduce, alter,
discharge or otherwise secure any liability arising from time to time under any
Existing Transferee Agreement.
24.5 Entire Agreement Clauses
(A) Where a BISL Customer Contract or Relevant Part of a Split WIM Contract
contains an Entire Agreement Clause, on and with effect from the Relevant Date,
the relevant clause shall be read and construed as if it referred only to products
or services comprised in the Transferring Businesses, and shall not apply to, and
the BISL Customer Contract or Relevant Part of a Split WIM Contract shall not
supersede, any Existing Transferee Agreements.
(B) Where an Existing Transferee Agreement contains an Entire Agreement Clause,
on and with effect from the Relevant Date the relevant clause shall be read and
construed as if it referred only to products or services of BISL not comprised in
the Transferring Businesses, and shall not apply to, and the Existing Transferee
Agreement shall not supersede, any BISL Customer Contracts or Relevant Parts
of Split WIM Contracts.
(C) Where a New Transferee Agreement contains an Entire Agreement Clause, the
relevant clause shall, unless expressly stated to the contrary, be read and
construed as if it referred only to products or services of BISL not comprised in
the Transferring BISL Businesses, and shall not apply to, and the New Transferee
Agreement shall not supersede, any BISL Customer Contracts or Relevant Parts
of Split WIM Contracts.
24.6 Savings to rights
The provisions of Clauses 24.1 to 24.5 shall not apply to diminish any right, benefit or
power which any Relevant Transferee, or any In-Scope Customer, may acquire other than
as a result of the Scheme, including as a result of the variation on or after the Relevant
Date of a Transferring Contract, Relevant Part of a Split Contract, Existing Transferee
Agreement or New Transferee Agreement.
61
25. DATA PROTECTION AND DATA SHARING
25.1 With effect from the Relevant Date:
(A) the Relevant Transferee or ServCo, as applicable, shall succeed to all rights of
the Relevant Transferor in respect of any Transferring Personal Data;
(B) the Relevant Transferee or ServCo, as applicable, shall become a data controller
(as defined in the DPA) of any Transferring Personal Data;
(C) the Relevant Transferee or ServCo, as applicable, shall, subject to Clause 25.5,
be under the same duty by virtue of any law as the Relevant Transferor was under
to respect the confidentiality and privacy of any person in relation to any
Transferring Personal Data and, subject to Clause 25.2 below, shall be bound by
any specific notice or Consent given, or request made, by a Data Subject which
was binding on the Relevant Transferor;
(D) in any Consent given by a Data Subject in respect of any data referred to in
Clauses 25.1(A) and 25.1(B), any reference to the Relevant Transferor shall be
amended so as to include a reference to the Relevant Transferee or ServCo, as
applicable, and each member of the Group receiving any data in accordance with
Clause 25.4; and
(E) in any fair processing notice issued by the Relevant Transferor, in respect of any
data referred to in Clauses 25.1(A) and 25.1(B), any reference to the Relevant
Transferor shall be amended so as to include a reference to the Relevant
Transferee or ServCo, as applicable.
25.2 Where an In-Scope Customer has made a Subject Access Request to the Relevant
Transferor before the Relevant Date or ServCo Relevant Date (as applicable) and the
Relevant Transferor has not, prior to the Relevant Date or ServCo Relevant Date (as
applicable), responded with a copy of the Business Personal Data held by it in respect of
that customer in accordance with the DPA, the Relevant Transferee or ServCo, as
applicable, may respond to that request, in accordance with the DPA, by providing copies
of the Business Personal Data relating to that customer which was held by the Relevant
Transferor, as applicable, immediately before the Relevant Date.
25.3 Where a Data Subject has made a Subject Access Request to a Relevant Transferee or
ServCo before the Relevant Date or ServCo Relevant Date, as applicable, and that
Relevant Transferee or ServCo, as applicable, has not responded with a copy of the
relevant Personal Data held by it in accordance with the DPA before the Relevant Date
or ServCo Relevant Date, as applicable, the Relevant Transferee or ServCo, as
applicable, may exclude Business Personal Data transferred to it as a consequence of
the Scheme from its response to the Subject Access Request after the Relevant Date or
ServCo Relevant Date (as applicable).
25.4 On and with effect from the Effective Time, each Transferring Contract, Relevant Part and
Retained Part of a Split Contract, Relevant Security Agreement, Relevant Guarantee
62
Agreement, Retained Contract and ServCo Contract shall be amended so as to permit
the relevant Group member who is party to such contract to share or disclose:
(A) Personal Data either within that entity or to other members of the Group for so
long as such entity is a member of the Group and provided that such sharing or
disclosure is in connection with purposes that are fair and lawful in accordance
with the DPA; and
(B) any other information or data provided under or in respect of such contract to
each of the Relevant Transferors, Relevant Transferees, ServCo or BPLC and
provided that the person receiving such information shall be permitted to use it
for any purpose which the disclosing person was permitted to use it under the
relevant contract,
save that the amendments set out in sub-Clause 25.4(B) shall not be made to any
contract which contains provisions which would prohibit the sharing or disclosing of such
information or data in the manner set out in sub-Clause 25.4(B).
25.5 Without prejudice to Clause 25.4, on and with effect from the Effective Time, each
Transferring Contract, Relevant Part and Retained Part of each Split Contract, Relevant
Security Agreement, Relevant Guarantee Agreement, Retained Contract and ServCo
Contract shall be amended so as to permit the relevant Group member who is party to
such contract to disclose confidential information under or in respect of such contract to
each of the Relevant Transferors, Relevant Transferees, ServCo or BPLC as such
relevant Group member disclosing such information reasonably regards as necessary to
comply with its obligations under such contract and applicable law or to allow the
disclosing or receiving party to enjoy the benefit of any rights afforded to it under such
contract, provided that the recipient of such information shall be under the same duty as
the relevant Group member disclosing such information was under to respect the
confidentiality of any person in relation to any such information.
26. FURTHER ASSURANCE
Transferring Assets, Assumed Liabilities, Residual Assets and Residual Liabilities
26.1 Each Relevant Transferor and each Relevant Transferee shall take all such reasonable
steps and do or procure the doing of all such reasonable things, including the execution
and delivery of further documents (whether as a deed or otherwise), obtaining approvals
or carrying out any registration or other formalities as may be required by law or as may
otherwise be reasonably necessary or desirable to give effect to this Scheme including,
without limitation, the transfer to any Relevant Transferee (or, subject to the rights of any
customer or third party, to such other person as the Relevant Transferee may direct) of
any part of the Transferring Businesses (including the relevant Transferring Items,
Relevant Security Interests and Relevant Guarantees comprised in such Transferring
Businesses) in accordance with the terms of this Scheme, save to the extent that the
Relevant Transferee informs the Relevant Transferor in writing that it will not require such
steps to be taken.
63
Security Interests and Transferring Security Agreements
26.2 Each of BBPLC and BBUKPLC or the Security Trustee, as applicable, shall take all such
reasonable steps and do all such reasonable things (including the execution and delivery
of further documents) as may be required by law or as may otherwise be reasonably
necessary or desirable to give effect to the transfer of Relevant Security Interests and
Relevant Security Agreements pursuant to Clauses 9 and 10 of this Scheme, save to the
extent that BBUKPLC or the Security Trustee (acting as trustee for the relevant Security
Trust Secured Parties), as applicable, informs BBPLC in writing that it will not require
such steps to be taken.
Relevant Guarantees, Relevant Guarantee Agreements, Relevant Indemnities and Relevant
Indemnity Agreements
26.3 BBPLC and BBUKPLC shall take all such reasonable steps and do all such reasonable
things (including the execution and delivery of further documents) as may be required by
law or as may otherwise be reasonably necessary or desirable to give effect to the transfer
and/or variation of Relevant Guarantees, Relevant Guarantee Agreements, Relevant
Indemnities and Relevant Indemnity Agreements pursuant to Clauses 11 and 12 of this
Scheme, save to the extent that BBUKPLC informs BBPLC in writing that it will not require
such steps to be taken.
Effectiveness of transfers
26.4 The transfers described in this Scheme shall take effect notwithstanding any provision to
the contrary in any contract or arrangement with any person and whether or not the
relevant transferor or relevant transferee in respect of such transfers have the capacity to
effect the same.
64
____________________________
PART 2: OTHER MATTERS
27. TRANSFER OF BBUKPLC SHARES
27.1 On the date of the Effective Time (but after the time of the Effective Time on such date)
and subject to Clause 27.2, without any further act or instrument, the BBUKPLC Shares
shall transfer from BBPLC to BPLC, and BBPLC’s legal and beneficial interest in the
BBUKPLC Shares shall vest in BPLC.
27.2 BBPLC may, by giving written notice to BPLC no later than 23:59:59 on the day before
the Effective Time, inform BPLC that the transfer of the BBUKPLC Shares referred to in
Clause 27.1 shall not proceed if:
(A) BBPLC has received a notice from the PRA prohibiting such transfer of the
BBUKPLC Shares; and/or
(B) in the reasonable opinion of BBPLC, at least one of the following circumstances
applies:
(i) BBPLC does not have sufficient distributable reserves, or would not have
sufficient distributable reserves as of the date of the Effective Time, to
effect such transfer;
(ii) such transfer would adversely affect BBPLC’s ability to pay its
foreseeable debts as they fall due; and/or
(iii) it would otherwise not be in the best interests of BBPLC to effect such
transfer,
and upon such notice having been received by BPLC, the transfer of the BBUKPLC
Shares referred to in Clause 27.1 shall not proceed.
28. SERVCO OPERATIONS AND SERVCO ITEMS
Transfer of ServCo Operations and ServCo Items
28.1 On and with effect from the Effective Time, the ServCo Operations shall be transferred
to, and shall become vested in, ServCo in accordance with, and subject to, the terms of
this Scheme, save in respect of any ServCo Residual Assets or ServCo Residual
Liabilities which shall transfer to or be assumed by (as applicable) ServCo on the ServCo
Subsequent Transfer Date in accordance with, and subject to, the terms of this Scheme.
28.2 Subject to Clause 28.3, on and with effect from the Effective Time, the ServCo Assets
shall, by this Scheme and without any further act or instrument, be transferred to, and
legal and beneficial title in respect of those ServCo Assets held by BBPLC immediately
prior to the Effective Time shall vest in, ServCo in accordance with the terms of this
Scheme.
65
28.3 On and with effect from each ServCo Subsequent Transfer Date, each ServCo Residual
Asset, shall, by this Scheme and without any further act or instrument, be transferred to,
and legal and beneficial title (where such beneficial title has not already transferred
pursuant to the creation of a trust as provided in Clause 28.12 or pursuant to any other
agreement between BBPLC and ServCo) held by BBPLC immediately prior to the ServCo
Subsequent Transfer Date in respect of such ServCo Residual Asset shall vest in, ServCo
in accordance with the terms of this Scheme.
28.4 Except as otherwise agreed in writing between BBPLC and ServCo, ServCo shall accept
without investigation such title as BBPLC shall have (i) in ServCo Assets as at the
Effective Time, and (ii) in the ServCo Residual Assets as at the relevant ServCo
Subsequent Transfer Date on which such ServCo Residual Asset transfers to ServCo.
28.5 For the avoidance of doubt, where the transfer or vesting of a ServCo Asset has the effect,
by operation of law outside of this Scheme, of causing the benefit of an item falling with
limbs (M) and (N) of the definition of Retained Items to accrue to ServCo, such accrual of
such item shall not prevent this Scheme from operating to transfer or vest the relevant
ServCo Asset to or in ServCo.
28.6 Subject to Clause 28.7, on and with effect from the Effective Time, the ServCo Assumed
Liabilities shall, by this Scheme and without any further act or instrument, be transferred
to, assumed by and become liabilities of, ServCo, and shall cease to be liabilities of
BBPLC, in accordance with the terms of this Scheme.
28.7 On and with effect from each ServCo Subsequent Transfer Date, each ServCo Residual
Liability to which such ServCo Subsequent Transfer Date applies shall, by this Scheme
and without any further act or instrument, be transferred to, assumed by and become a
liability of, ServCo and shall cease to be a liability of BBPLC.
ServCo Contracts
28.8 On and with effect from the ServCo Relevant Date:
(A) every ServCo Contract shall have effect as if it was made with ServCo instead of
with BBPLC and any reference to BBPLC (howsoever worded and whether
express or implied) in that contract were to ServCo;
(B) ServCo shall become entitled to the same rights under or pursuant to a ServCo
Contract as were available to or against BBPLC in respect of that ServCo
Contract as if ServCo had been a party to such contract from its inception
immediately prior to the ServCo Relevant Date, and accordingly such rights as
were available to BBPLC under or in respect of that ServCo Contract prior to the
ServCo Relevant Date shall be extinguished; and
(C) any person who is a counterparty to, or a third party with rights under, a ServCo
Contract shall become entitled to the same rights as against ServCo under or
pursuant to a ServCo Contract as were available to it against BBPLC immediately
prior to the ServCo Relevant Date as if ServCo had been a party to such ServCo
66
Contract from its inception, and accordingly such rights as were available to that
party as against BBPLC under or in respect of that ServCo Contract before the
ServCo Relevant Date shall be extinguished.
28.9 On and with effect from the ServCo Relevant Date, each ServCo Supplier Contract shall
be amended to contain terms providing that:
(A) the counterparty and ServCo agree that each Barclays Recipient shall after the
Relevant Date continue to and shall be entitled to receive the services and use
all of the materials provided under the relevant contract, in each case in the same
manner in which ServCo is entitled to do so under the relevant contract, and
provided always that all of the associated undisputed charges under the relevant
contract are paid in accordance with the terms of the relevant contract;
(B) the counterparty acknowledges and agrees that ServCo will enter into intra-group
services agreement(s) with the Barclays Recipients, which intra-group services
agreement(s) shall provide for the provision by ServCo (or another member of
the Group), on a pass through basis, of the services and materials to the Barclays
Recipients;
(C) the counterparty consents to the receipt of provision of the services and the use
of materials as set out in Clauses 28.9(A) and 28.9(B), and shall use reasonable
endeavours to procure any consent from any third party as is required in
connection with such receipt and provision of the services and/or such use of the
materials;
(D) any losses of ServCo in connection with any claim by a Barclays Recipient under
the relevant intra-group services agreements shall be recoverable under the
relevant contract with the counterparty as direct loss, but shall be subject to the
monetary limitation(s) of liability (if any) that apply under such contract;
(E) the counterparty confirms that the receipt and provision of the services and the
use of the materials as set out in Clauses 28.9(A) and 28.9(B) shall not itself give
rise to any grounds for termination of the relevant contract;
(F) the counterparty confirms and agrees that ServCo and each Barclays Recipient
has a right to permit any third party to use the relevant materials or services in
the course of and for the purpose of the provision of services to ServCo and the
Barclays Recipients (such third party being an outsourced user), in each case to
the extent provided under the relevant contract and provided always that all of
the associated undisputed charges under the relevant contract are paid in
accordance with the terms of the relevant contract; and
(G) any third party rights clause contained in such contract is amended to provide
that:
67
(i) each and every obligation of the counterparty under the relevant contract
is owed to ServCo and the Barclays Recipients, each of whom may
enforce the terms of the relevant contract; and
(ii) if a person who is not a party to the relevant contract is stated to have the
right to enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999, the parties may rescind or vary the relevant contract
(and any documents entered into pursuant to or in connection with it)
without the consent of that person,
and for the purposes of this Clause 28.9 only, the term “counterparty” shall mean the
relevant third party who is a party to the relevant ServCo Supplier Contract, “services”
shall mean the services provided under the relevant contract by the counterparty (or any
of its contractors, employees or agents) prior to the Effective Time and “materials” shall
mean all of the materials, software, deliverables, equipment, assets and other output (in
each case together with any and all intellectual property rights in and to the same), and
any other intellectual property rights, provided or licensed by the counterparty (or any of
its contractors, employees or agents) under or in connection with the relevant ServCo
Supplier Contract.
28.10 Clause 22.1 shall apply to the transfers set out in this Clause 28 mutatis mutandis as if
references to a Relevant Transferee were to ServCo, Transferring Assets were to ServCo
Assets, Assumed Liabilities were to ServCo Assumed Liabilities and Transferring
Contracts were to ServCo Contracts.
28.11 Any offer or invitation to treat made to or by BBPLC prior to the ServCo Relevant Date
which, in respect of an offer if accepted before that date, or in respect of an invitation to
treat requested an offer which had it been accepted before that date, would have resulted
in a ServCo Contract, shall be construed and shall have effect as if the offer or invitation
to treat was made to or by ServCo.
ServCo Residual Assets and ServCo Residual Liabilities
28.12 Clauses 17 and 19 shall apply to the ServCo Assets, ServCo Residual Assets, ServCo
Assumed Liabilities and ServCo Residual Liabilities mutatis mutandis as if references to
the Relevant Transferee were to ServCo, Transferring Assets were to ServCo Assets,
Residual Assets were to ServCo Residual Assets, Assumed Liabilities were to ServCo
Assumed Liabilities, Residual Liabilities were to ServCo Residual Liabilities, Subsequent
Transfer Date were to ServCo Subsequent Transfer Date and Relevant Date were to
ServCo Relevant Date.
Conduct of Proceedings related to ServCo
28.13 On and with effect from the Effective Time, any Proceedings in the United Kingdom in
respect of the ServCo Operations (including the relevant ServCo Items comprised in such
ServCo Operations), including any such Proceedings to the extent related to or in
connection with the ServCo Contracts, which have been issued, initiated, served, or are
pending, threatened or otherwise, by or on behalf of, or against, BBPLC, shall be
68
continued or made by or on behalf of or against (as the case may be) ServCo, and ServCo
shall be entitled to all claims, counterclaims, defences, defences to counterclaims and
rights of set-off which were or would have been available to BBPLC in relation to those
Proceedings.
28.14 On and with effect from the Effective Time, any judgment, decree, settlement, order or
award in the United Kingdom obtained by or against BBPLC to the extent related to any
Proceedings which, had they been ongoing as of the Effective Time would have been
subject to Clause 28.13, and which has not been fully satisfied before the Effective Time
shall, to the extent to which it was enforceable by or against BBPLC immediately prior
thereto, become enforceable by or against ServCo.
28.15 All books and other documents which would, before the Effective Time, have been
evidence in respect of any Proceedings brought by or against BBPLC at the Effective
Time, shall be admissible in evidence in respect of the same matter for or against the
ServCo after the ServCo Relevant Date (as applicable), including in respect of any such
Proceedings which have transferred to ServCo pursuant to this Clause 28. In this Clause
28.15, "documents" has the same meaning as in section 13 of the Civil Evidence Act
1995.
28.16 BBPLC and ServCo shall take all such reasonable steps and do or procure the doing of
all such reasonable things, including the execution and delivery of further documents
(whether as a deed or otherwise), obtaining approvals or carrying out any registration or
other formalities as may be required by law or as may otherwise be reasonably necessary
or desirable to give effect to this Clause 28 including, without limitation, the transfer to
ServCo (or, subject to the rights of any third party, to such other person as ServCo may
direct) of any part of the ServCo Operations (including the relevant ServCo Items
comprised in such ServCo Operations) in accordance with the terms of this Clause 28,
save to the extent that ServCo informs BBPLC in writing that it will not require such steps
to be taken.
69
____________________________
PART 3: MISCELLANEOUS PROVISIONS
29. EFFECTIVE TIME OF THE SCHEME
29.1 Subject to Clause 29.2 below, this Scheme shall become effective at 00:00:01 on 1 April
2018 (the “Effective Time”) or such later time and date as agreed by the parties in writing,
which following such agreement shall constitute the Effective Time for the purposes of
this Scheme, provided that any such amendment to the Effective Time shall only be
effective if:
(A) made with the prior written consent of the PRA and the FCA; and
(B) such amended Effective Time is no later than 00:00:01 on 1 June 2018.
29.2 This Scheme shall lapse if it does not become effective on or before the later of:
(A) 23:59:59 on 31 December 2018; and
(B) such time and/or date as the Court may allow on the application of the Relevant
Transferors and the Relevant Transferees.
30. PAYMENTS
Save in respect of any payments that constitute interest:
(A) if any amount payable under this Scheme, including in respect of any indemnity
or breach of any undertaking, is required by law to be paid subject to any
deduction or withholding on account of tax, the payer shall be required to increase
its payment to such amount as will ensure that, after the withholding or deduction
on the increased amount is taken into account, the payee receives and retains
the amount which is equal to that which the payee would have received and
retained had no withholding or deduction been required; and
(B) if any amount payable by one party to another in respect of, or in connection with,
any indemnity or breach of any undertaking, is subject to tax in the hands of the
payee, such additional amounts shall be paid to the recipient by the payer as will
ensure that the net amount retained by the payee, after taking into account its
liability to tax, and the amount and timing of any tax benefit which is obtained by
the payee to the extent it is attributable to the underlying matter giving rise to the
payment, is equal to the amount the payee would have retained had the payment
not been subject to tax and the underlying matter not occurred.
31. GOVERNING LAW AND JURISDICTION
31.1 This Scheme shall be governed by and construed in accordance with English law.
70
31.2 The courts of England are to have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Scheme. Any proceeding, suit or action arising out of or in
connection with this Scheme shall be brought only in the courts of England.
32. THIRD PARTY RIGHTS
The only persons who may enforce the terms of this Scheme are BBPLC, WPML,
BBUKPLC, BISL, the Security Trustee, BPLC (in respect of Clause 27 only) and ServCo
(in respect of Clauses 22.4, 25 and 28 only). No other person shall have any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this
Scheme.
33. MODIFICATION OF THE SCHEME
33.1 The Relevant Transferors and the Relevant Transferees may at any time prior to the
sanction of this Scheme by the Court consent jointly, for and on behalf of the persons
bound hereby and all other persons concerned, to any modification of, or addition to, this
Scheme or to any further condition or provision affecting the same which the Court may
approve or impose, provided the FCA and the PRA have been notified of the proposed
amendment, and the Skilled Person has been consulted with, before so consenting
thereto.
33.2 At any time after the sanction of this Scheme by the Court, and except as provided for in
Clause 33.3, any amendment to this Scheme must receive the consent of the Court and,
in the opinion of the Skilled Person or another person who satisfies the requirements of
section 109A of FSMA appointed by the Relevant Transferors and Relevant Transferees
and approved as such by the PRA (in consultation with the FCA), (i) must not adversely
affect any person other than the Relevant Transferor concerned, or (ii) if a person other
than the Relevant Transferor concerned is adversely affected, such adverse effect must
not be greater than is reasonably necessary in order to achieve the relevant purpose
under section 106B(3) of FSMA. The FCA and the PRA shall have the right to be heard
by the Court in relation to any proposed amendment to this Scheme pursuant to this
Clause 33.2 and, where required by section 107 of FSMA, any application to the Court
which requires the consent of the PRA (in consultation with the FCA) shall only be made
if such consent is obtained. If the Court consents, the Relevant Transferors and the
Relevant Transferees may amend the terms of this Scheme in accordance with such
consent. For the avoidance of doubt, the transfer of any asset, liability or other thing
pursuant to and in accordance with Clause 18 shall not constitute an amendment to this
Scheme for the purposes of this Clause 33.2.
33.3 At any time after the sanction of this Scheme, in the case of any minor or technical
amendment to the terms of this Scheme, or any amendment to correct any manifest error
in its terms, the amendment may be made without the consent of the Court provided that
the FCA and the PRA have been notified of the proposed amendment and no objection
is received by any Relevant Transferor or Relevant Transferee from the FCA or the PRA
within 14 days following such notification (or such shorter period as the FCA and the PRA
agree).
71
34. EVIDENCE OF TRANSFER
34.1 The production of a copy of the Order with any modifications made under Clauses 33.2
and 33.3, for all purposes shall be evidence of the transfer to, and vesting in, the Relevant
Transferees of the Transferring Businesses (including the relevant Transferring Items,
Relevant Security Interests and Relevant Guarantees comprised in such Transferring
Businesses), BPLC of the BBUKPLC Shares and ServCo of the ServCo Operations
(including the ServCo Items), in accordance with the Order and the provisions of this
Scheme.
34.2 In order to enable each Relevant Transferee and ServCo to complete any title to any
property or interest in land transferred to, and vested in, it by virtue of this Scheme, without
prejudice to the operative provisions of the Scheme, by notice of title or otherwise, or to
deduce title, this Scheme and/or the Order, with any modifications made under Clauses
33.2 and 33.3, together with any document ancillary thereto (including a certificate of any
officer or employee of the Relevant Transferee or ServCo identifying the relevant property
or interest in land) shall be deemed to be, and may be used as, a general disposition,
conveyance or as the case may be, assignation, of such property or interest in favour of
the Relevant Transferee or ServCo (as applicable).
35. COSTS AND EXPENSES
Except as otherwise agreed in writing, the Relevant Transferors and the Relevant
Transferees shall bear their own costs and expenses in relation to the preparation and
carrying into effect of this Scheme, whether before or after the Effective Time.
72
SCHEDULE
DEFINITIONS AND INTERPRETATION
1. Definitions
In this Scheme:
affiliate means, in relation to any person, a subsidiary of that person or a holding company of
that person or any other subsidiary or subsidiary undertaking of that holding
company;
All Monies Rights means any rights providing, or purporting to provide, for a mortgage, charge,
debenture or other security right, given in relation to an agreement to secure, in
addition to obligations secured under that mortgage, charge, debenture or other
security right, obligations arising under other agreements;
Applicable Client
Money Rules
has the meaning given to it in Clause 7.3(D)(ii)(1);
Approved Bank has the meaning given to it in Clause 7.3(D)(ii)(3);
Assumed BISL
Liabilities
means any Liabilities of the Relevant BISL Transferor in respect of (and to the extent
related to) the Transferring BISL Businesses as at the Relevant Date and listed in the
definition of Transferring BISL Items;
Assumed BUK
Liabilities
means any Liabilities of BBPLC in respect of (and to the extent related to) the
Transferring BUK Businesses as at the Relevant Date and listed in the definition of
Transferring BUK Items;
Assumed
Liabilities
means the Assumed BUK Liabilities and the Assumed BISL Liabilities;
ATM Contracts means any contracts, commitments, engagements, undertakings or other
agreements, including leases and licences, entered into between BBPLC and third
parties in respect of BBPLC’s automated teller machine network and its functioning in
the United Kingdom;
Bank of England
Asset Purchase
Facility Fund
Limited
means Bank of England Asset Purchase Facility Fund Limited, a company
incorporated in England (registered number 06806063), whose registered office is at
8 Lothbury, London EC2R 7HH;
Bank of England
Bank Rate
means the Bank of England bank rate, being the official bank rate (commonly known
as the Bank of England base rate) set by the Monetary Policy Committee of the Bank
of England or any successor body;
Barclaycard
Funding plc
means Barclaycard Funding plc, a company incorporated in England (registered
number 02530163), whose registered office is at 1 Churchill Place, London E14 5HP;
73
Barclays
Assessment
Criteria
means:
(A) in respect of a customer which is a body corporate or a partnership:
(i) for any customer other than a customer operating in the agricultural sector, an
annual turnover of at least £6.5 million;
(ii) for any customer operating in the agricultural sector, an annual turnover of at
least £25 million;
(iii) for any customer operating in the following sectors which does not meet the
annual turnover threshold set out in limb (A)(i) above, a balance sheet total of
at least £3.26 million:
(a) natural resources, including oil and gas;
(b) education and social housing;
(c) care homes;
(d) hospitality and leisure; and
(e) special purpose vehicles and trust structures;
(iv) for any customer operating in the real estate sector which does not meet the
annual turnover threshold set out in limb (A)(i) above, either a balance sheet
total of at least £3.26 million plus total debt facilities of at least £5 million, or a
balance sheet total of at least £10 million; and
(v) for any customer which is a firm of solicitors and which does not meet the
annual turnover threshold set out in limb (A)(i) above, at least 50 employees,
each of which as measured as of the last complete financial year for that
organisation;
(B) in respect of an individual who is a sole trader and a customer of the Corporate
and Business Banking Business Units in their capacity as a sole trader:
(i) personal assets (comprised of cash and/or transferable securities) of greater
than £250,000 over the previous one year period at the time of assessment;
and
(ii) either:
(a) annual gross income of at least £6.5 million at the time of assessment; or
(b) at least £10 million in assets on that sole trader’s balance sheet;
74
(C) in respect of an individual who is a customer of the Wealth Business Units in
respect of their capacity as a customer of those business units:
(i) a balance on such accounts held by that customer with BBPLC of at least £5
million; or
(ii) potentially investable assets of at least £10 million;
Barclays Bank
Base Rate
means the Sterling base rate set by BBPLC;
Barclays Covered
Bond Funding
LLP
means Barclays Covered Bond Funding Limited Liability Partnership, a limited liability
partnership incorporated in England (registered number OC349085), whose
registered office is 1 Churchill Place, London, E14 5HP;
Barclays Covered
Bonds LLP
means Barclays Covered Bonds Limited Liability Partnership, a limited liability
partnership incorporated in England (registered number OC332284), whose
registered office is 1 Churchill Place, London, E14 5HP;
Barclays
Recipient
means:
(A) any member of the Group and/or any other person or entity who prior to the
ServCo Relevant Date: (i) received the services provided under a ServCo
Supplier Contract; and/or (ii) used any material, software, deliverables,
equipment, assets and/or other output provided by the counterparty (or any of its
contractors, employees or agents) under or in connection with the ServCo
Supplier Contract; and
(B) any member of the Group that, from the Relevant Date, undertakes a Transferring
Business, including BBUKPLC and BISL;
Barclays Treasury
System
means the systems, processes and/or records used by the Group from time to time
prior to the Effective Time, containing, amongst other things, details of the funding,
amount, type and contractual arrangements in respect of In-Scope BUK Treasury
Instruments, Retained Treasury Instruments, BUK BoE Central Bank Accounts and
Facilities, In-Scope Hedging Agreements, In-Scope Hedging Credit Support
Agreements, In-Scope Securities Financing Agreements, BUK FMI Participations,
Retained FMI Participations and the BUK Liquidity Pool;
BBPLC means Barclays Bank PLC, a company incorporated in England (registered number
01026167), whose registered office is 1 Churchill Place, London, E14 5HP;
BBPLC
Guaranteed
Liabilities
means each Retained Related Party Liability in respect of which a Guarantee has
been provided by a Relevant Guarantor pursuant to a Shared Guarantee Agreement;
75
BBPLC N Covered
Bond Roles
means BBPLC's roles as N Covered Bond Paying Agent, N Covered Bond Registrar
and N Covered Bond Transfer Agent (each as defined in the applicable BUK Covered
Bond Programmes Documentation) in any BUK Covered Bond Programmes
Documentation;
BBPLC Operating
Bank Role
means BBPLC’s role as Operating Bank in relation to the Transaction Account and
GIC Account (as each such term is defined in the applicable BUK Securitisation
Programmes Documentation in relation to the Millshaw SAMS No.1 Programme)
under the Millshaw SAMS No.1 Programme and the relevant BUK Securitisation
Programmes Documentation in respect of it;
BBUKPLC means Barclays Bank UK PLC, a company incorporated in England (registered
number: 09740322), whose registered office is at 1 Churchill Place, London, E14
5HP;
BBUKPLC Shares means the entire issued share capital of BBUKPLC, as held by BBPLC;
Bespoke
Straddling
Customer
means any customer who is part of a Bespoke Straddling Customer Arrangement
with BBPLC;
Bespoke
Straddling
Customer
Arrangement
means an arrangement under which BBPLC and at least one customer have agreed
that certain products will be provided to that customer or customers by BBUKPLC
and other products will be provided to that customer or customers by BBPLC,
notwithstanding whether such products held by such customer would otherwise have
been treated as Transferring Products or Non-Transferring Products under this
Scheme absent such arrangement;
Bespoke
Straddling
Customer In-
Scope Product
means any products held by the relevant customer or customers under a Bespoke
Straddling Customer Arrangement which such customer or customers have agreed
shall be provided by BBUKPLC after the Effective Time;
Bespoke
Straddling
Customer
Retained Product
means any products held by the relevant customer or customers under a Bespoke
Straddling Customer Arrangement which such customer or customers have agreed
with BBPLC shall continue to be provided by BBPLC after the Effective Time;
BIN means the bank or issuer identification numbers included on cards issued by BBPLC;
BISL means Barclays Investment Solutions Limited, a company incorporated in England
(registered number 02752982), whose registered office is 1 Churchill Place, London,
E14 5HP;
BISL Customer
Contracts
means the Transferring WIM BISL Contracts and the Transferring WIM Offshore Bond
Contracts;
76
BISL Transferor means each of BBPLC and WPML;
BPLC means Barclays PLC, a company incorporated in England (registered number
00048839), whose registered office is 1 Churchill Place, London, E14 5HP;
Brand IP Licence means the licence granted by BPLC to BBPLC in respect of intellectual property
rights in the Barclays brand in the field of the Transferring BUK Businesses dated on
or about 1 September 2017;
BUK BoE Central
Bank Accounts
and Facilities
means any accounts (including collateral accounts, settlement accounts and margin
accounts) and facilities held by BBPLC at the Bank of England in respect of the
Transferring BUK Businesses and allocated to be held by BBUKPLC in the Barclays
Treasury System immediately prior to the Effective Time (such accounts and facilities
to be listed in a side letter to the BUK BoE Central Bank Documentation to take effect
at the Effective Time), opened pursuant to BBPLC’s participation in the Bank of
England’s central bank facilities and schemes including, but not limited to, the
Sterling Monetary Framework, the Discount Window Facility, the Term Funding
Scheme, the Funding for Lending Scheme and the Asset Purchase Facility;
BUK BoE Central
Bank
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and the Bank of England (or its nominees or Bank of
England Asset Purchase Facility Fund Limited) in respect of the BUK BoE Central
Bank Accounts and Facilities;
BUK BoE
Settlement
Account
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and the Bank of England (or its nominees or Bank of
England Asset Purchase Facility Fund Limited) in respect of the BUK BoE Settlement
Accounts;
BUK BoE
Settlement
Accounts
means the settlement accounts (including any corresponding CREST accounts) and
any related reserve collateral or reserves collateralisation accounts held by BBPLC in
respect of the Transferring BUK Businesses with the Bank of England in relation to
participation in certain Payment Schemes and for other purposes (including holding
assets) relating to the Transferring BUK Businesses, including the following accounts:
(A) real-time gross settlement account (‘Reserve Account’ - 10807624);
(B) Sterling liquidity account (‘GB1’ - 10807888);
(C) reserves collateralisation accounts for each individual deferred net settlement
scheme:
(i) BACS: 70700214;
(ii) FPS: 80900224; and
(iii) C&CCC image clearing: 90500180;
77
(D) CREST repo account (10807926);
(E) CREST settlement account (10807918); and
(F) Euro liquidity account (‘ELA’ - 10807896),
and any assets held in or represented by, or liabilities related to, such accounts,
including in respect of any security interests related to such accounts;
BUK Covered
Bond
means any Debt Securities issued by BBPLC under the BUK Covered Bond
Programmes and which remain outstanding immediately prior to the Effective Time;
BUK Covered
Bond (Local
Authority Loans)
Programme
means BBPLC’s covered bond programme guaranteed by Barclays Covered Bond
Funding LLP;
BUK Covered
Bond (Residential
Mortgages)
Programme
means BBPLC’s covered bond programme guaranteed by Barclays Covered Bonds
LLP;
BUK Covered
Bond
Programmes
means the BUK Covered Bond (Local Authority Loans) Programme and the BUK
Covered Bond (Residential Mortgages) Programme;
BUK Covered
Bond
Programmes
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and any other party in connection with any of the BUK
Covered Bond Programmes, except in respect of:
(A) any contract, commitment, engagement, undertaking or other agreement to
which BBPLC is a party as a swap counterparty or hedge provider which is
transferred to, or assumed by, BBUKPLC by operation of Clause 14.8;
(B) any contract, commitment, engagement, undertaking or other agreement to
which BBPLC performs an N Covered Bond Role; and
(C) any contract, commitment, engagement, undertaking or other agreement to
which BBPLC is a party as arranger or dealer (including, for the avoidance of
doubt, whether acting jointly, as lead or in co-operation with respect to one or
more other arrangers or dealers) or as a swap counterparty or hedge provider in
respect of an a BUK Covered Bond Programmes or an issuance of covered
bonds thereunder;
BUK Covered
Bond Retained
Interests
means:
78
(A) any Debt Securities issued by the relevant issuer(s) (howsoever expressed)
under the BUK Covered Bond Programmes which have been retained or
purchased by BBPLC; and
(B) any assets or receivables which have been retained by BBPLC from the pool of
receivables transferred by BBPLC to any party to a BUK Covered Bond
Programmes,
for any reason or purpose (howsoever retained);
BUK Customer
Contracts
means the:
(A) Transferring Personal Contracts;
(B) Transferring Business Banking Contracts;
(C) Transferring WIM BUK Contracts;
(D) Transferring Barclaycard Customer Contracts;
(E) Transferring Pingit Wallet Contracts;
(F) Transferring Information Products Contracts; and
(G) Transferring Bespoke Straddling Customer Contracts;
BUK FMI
Accounts
means any accounts (including collateral accounts, settlement accounts and margin
accounts) held by BBPLC in respect of the BUK FMI Participations with the relevant
institution operating the relevant financial market infrastructure in relation to which
such account was opened, and any assets held in or represented by, or liabilities
related to, such accounts, including in respect of any security interests related to such
accounts;
BUK FMI
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and the relevant institution operating the relevant
financial market infrastructure in respect of the BUK FMI Participations, BUK FMI
Accounts and the BUK FMI Transactions;
BUK FMI Items means the rights and benefits (subject to the burdens) of BBPLC:
(A) in respect of the BUK FMI Participations;
(B) in respect of the BUK FMI Accounts;
(C) under the BUK FMI Documentation;
(D) in respect of the BUK FMI Transactions; and
79
(E) in respect of the RDBUK repo dealer code held by BBPLC in relation to its
participation in the LCH Repoclear Ltd financial market infrastructure,
but excluding the ‘BAT’ mnemonic held by BBPLC in respect of its participation in the
LCH Clearnet Ltd financial market infrastructure;
BUK FMI
Participations
means BBPLC’s participations in respect of the Transferring BUK Businesses and
allocated to be held by BBUKPLC in the Barclays Treasury System immediately prior
to the Effective Time in the financial market infrastructures operated by the following
institutions:
(A) Euroclear UK & Ireland (in respect of ‘CREST’);
(B) LCH Clearnet Ltd ( in respect of ‘SwapClear’); and
(C) LCH Repoclear Ltd,
and excluding the Retained FMI Participations;
BUK FMI
Transactions
means any outstanding transactions between BBPLC and an institution listed in the
definition of BUK FMI Participations (including but not limited to swap transactions,
repurchase or reverse repurchase transactions and unsettled purchases and sales,
as applicable), and in each case allocated to be held by BBUKPLC in the Barclays
Treasury System immediately prior to the Effective Time;
BUK Guarantee means a Guarantee (other than a Security Guarantee) given by a Relevant Guarantor
in respect of BUK Guaranteed Liabilities;
BUK Guarantee
Agreement
means an agreement in respect of a BUK Guarantee;
BUK Guaranteed
Liabilities
means each BUK Related Party Liability in respect of which a Guarantee has been
provided by a Relevant Guarantor pursuant to a BUK Guarantee or Part Transferring
Split Guarantee;
BUK Liquidity
Pool
means any assets (comprising cash and/or securities) which, immediately prior to the
Effective Time, are held by BBPLC to meet its liquidity requirements and which are
allocated to be held by BBUKPLC in the Barclays Treasury System immediately prior
to the Effective Time;
BUK Liquidity
Pool
Documentation
means any contract, commitment, engagement, undertaking or other agreement
(including but not limited to any agreement for any account used to hold BUK
Liquidity Pool assets) entered into between BBPLC and any party in respect of the
assets in the BUK Liquidity Pool, but excluding any associated hedging
arrangements;
80
BUK Payment
Schemes
Reference Data
means industry reference data relating to the use of the Payment Schemes in respect
of the Transferring BUK Businesses, including:
(A) the bank reference code number 0934, being a system attribute that identifies
a bank for the purpose of a UK payment system which is stored by Vocalink
Limited pursuant to an arrangement with Bacs Payment Schemes Limited (or
its successor);
(B) the SWIFTBIC BUKBGB22 used by certain Payment Schemes to direct
payments relating to the Transferring BUK Businesses;
(C) in respect of the PayM mobile payment system operated by Mobile Payments
Service Company Limited:
(i) the participation ID relating to the Transferring BUK Businesses; and
(ii) any records stored in the PayM database in relation to In-Scope Customers;
(D) the institution identifier “BAR1” used in relation to the LINK payment scheme
referred to in limb (D) of the definition of Payment Schemes in relation to the
Transferring BUK Businesses; and
(E) any participation identifier associated with the participation in the image
clearing scheme which is described in limb (H) of the definition of Payment
Schemes.
BUK Products means any In-Scope Products other than the In-Scope WIM BISL Products;
BUK Properties means:
(A) those leasehold interests of BBPLC in the United Kingdom listed in Appendix 4
to this Scheme; and
(B) any new leasehold interests entered into prior to the Effective Time by BBPLC
in the United Kingdom in respect of branch, office or other such properties
related to the Transferring BUK Businesses,
save to the extent (i) that such leases expire or are terminated prior to the Effective
Time and (ii) that in respect of any such property above, BBUKPLC and BBPLC
agree in writing prior to the Effective Time to exclude such property from this Scheme;
BUK Related Party
Liabilities
means any obligation or Liability of an In-Scope Customer or a third party to BBPLC,
whether under a BUK Customer Contract, Relevant Part of a Split Contract or
otherwise, the benefit of which is to transfer to BBUKPLC either as a Transferring
BUK Asset or otherwise under the terms of this Scheme;
81
BUK
Securitisation
Programmes
means the Gracechurch Cards Programme, the Millshaw SAMS No.1 Programme
and the Gracechurch Mortgages Programme;
BUK
Securitisation
Programmes
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and any other party in connection with any of the BUK
Securitisation Programmes, except in respect of:
(A) any contract, commitment, engagement, undertaking or other agreement to
which BBPLC is a party as a swap counterparty or hedge provider which is
transferred to, or assumed by, BBUKPLC by operation of Clause 14.8; and
(B) any contract, commitment, engagement, undertaking or other agreement to
which BBPLC is a party as arranger or dealer (including, for the avoidance of
doubt, whether acting jointly, as lead or in co-operation with respect to one or
more other arrangers or dealers);
BUK
Securitisation
Retained Interests
means:
(A) any Debt Securities issued by the relevant issuer(s) (howsoever expressed)
under the BUK Securitisation Programmes which have been retained or
purchased by BBPLC; and
(B) any assets or receivables which have been retained by BBPLC from the pool
of receivables transferred by BBPLC to any party to a BUK Securitisation
Programme;
for any reason or purpose (howsoever retained), including, but not limited to, such
Debt Securities, assets or receivables retained by BBPLC for collateral purposes or
for the purpose meeting its obligation to retain an economic interest in each of the
BUK Securitisation Programmes in accordance with the text of Article 405 of
Regulation (EU) No 575/2013, Article 51 of Regulation (EU) No 231/2013 and/or
Article 254 of Regulation (EU) 2015/35, and/or, if applicable, Section 15G of the US
Securities Exchange Act of 1934;
BUK
Securitisation
Seller Share
Interest
means any rights, title or interest of BBPLC (in its capacity as seller, howsoever
described, under any BUK Securitisation Programme) in any trust property of a BUK
Securitisation Programme;
BUK Security
Interest
means:
(A) any Wealth Security Interest; and
(B) any Security Interest (and all rights and obligations in relation to the
registration of any such Security Interest on any relevant register, whether or
82
not such Security Interest is still outstanding) granted by a Relevant Security
Interest Provider (or otherwise arising) either:
(i) in respect of a Personal Banking Mortgage;
(ii) wholly in respect of BUK Related Party Liabilities which, immediately after
the Relevant Date, are liabilities owing only to BBUKPLC; or
(iii) in respect of products provided by the Personal Banking Business Unit or
the Wealth Business Units in relation to which the Relevant Security
Interest Provider has been notified by BBPLC in writing prior to the
Effective Time that such Security Interest will be transferred to BBUKPLC
under this Scheme,
and which Security Interest specified in limbs (A) or B) above is not:
(1) a Third Party Administered Security; or
(2) a Security Trust Security Interest;
BUK Security
Trustee Non-
Exclusive Licence
means the licence granted by BBPLC to the Security Trustee in respect of intellectual
property rights in the Barclays brand in the field of the Transferring BUK Businesses
dated prior to the Effective Time;
BUK ServCo Non-
Exclusive Licence
means the licence granted by BBPLC to ServCo in respect of intellectual property
rights in the Barclays brand in the field of the Transferring BUK Businesses dated on
or about 1 September 2017;
BUK Service IGA means the intra-group agreement between BBPLC (as service recipient) and ServCo
(as service provider) which governs the provision of services by ServCo to BBPLC in
respect of the Transferring BUK Businesses;
BUK Sort Codes means the sort codes used by BBPLC in the UK in relation to accounts held pursuant
to In-Scope Products issued to In-Scope Customers, and any internal sort codes of
BBPLC in respect of the Transferring BUK Businesses;
BUK Treasury
Accounts
means the internal accounts of BBPLC held with BBPLC’s ‘Treasury’ function in
respect of, and allocated to, the Transferring BUK Businesses;
BUK Treasury
Documents
means the Transferring BUK Treasury Instrument Documents, BUK BoE Settlement
Account Documentation, BUK Covered Bond Programmes Documentation, BUK FMI
Documentation, BUK Liquidity Pool Documentation, BUK Securitisation Programmes
Documentation, In-Scope Hedging Agreements, In-Scope Hedging Credit Support
Agreements, In-Scope Securities Financing Agreements, Transferring BUK Payment
Schemes Documentation and BUK BoE Central Bank Documentation;
83
BUK Treasury
Items
means:
(A) the rights and benefits (subject to the burdens) of BBPLC under the In-Scope
BUK Treasury Instruments, the Transferring BUK Treasury Instrument
Documents and the Relevant Parts of Split Treasury Instrument Documents;
(B) BBPLC’s membership interests in the BUK Covered Bond Programmes and
BBPLC’s shares in Barclaycard Funding plc;
(C) the rights and benefits (subject to the burdens) of BBPLC under or in connection
with the BUK Covered Bond Programmes and each trust deed constituting the
BUK Covered Bonds (in each case, except in respect of any BBPLC N Covered
Bond Roles), the BUK Covered Bonds, the BUK Covered Bond Retained
Interests and the BUK Covered Bond Programmes Documentation;
(D) the rights and benefits (subject to the burdens) of BBPLC under or pursuant to
the BUK Securitisation Programmes (except, in relation to the Millshaw SAMS
No.1 Programme, in respect of the BBPLC Operating Bank Role), the BUK
Securitisation Retained Interests, the BUK Securitisation Seller Share Interests
and the BUK Securitisation Programmes Documentation;
(E) the assets and any associated liabilities of BBPLC in the BUK Liquidity Pool;
(F) the rights and benefits (subject to the burdens) of BBPLC under the BUK
Liquidity Pool Documentation;
(G) the rights and benefits (subject to the burdens) of BBPLC under the In-Scope
Hedging Agreements, In-Scope Hedging Credit Support Agreements and the In-
Scope Securities Financing Agreements;
(H) the rights and benefits (subject to the burdens) of BBPLC under the In-Scope
Securities Financing Agreements;
(I) the rights and benefits (subject to the burdens) of BBPLC in respect of the BUK
BoE Central Bank Accounts and Facilities and under the Relevant Parts of the
BUK BoE Central Bank Documentation;
(J) any cash representing a positive balance standing to the credit of BBPLC in the
BUK Treasury Accounts in respect of the Transferring BUK Businesses as of the
Effective Time; and
(K) other cash or liquid assets held in branches (including teller cash ATM cash,
cash in transit, cash held on account of branches, and any other cash at
branches);
84
Business
Personal Data
means all of the Personal Data comprised in the Transferring Businesses or ServCo
Operations, whether or not it is Personal Data in respect of which the Relevant
Transferor is the data controller (as defined in the DPA);
CAO means the Financial Services and Markets Act 2000 (Ring-fenced bodies and Core
Activities) Order 2014;
Cash ISA Transfer
Service Contracts
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and a third party in respect of the cash ISA
transfer service operated by Bacs Payment Schemes Limited (or its successor);
CASS has the meaning given to it in Clause 7.3(A);
CCCC Shares means the shares in Cheque and Credit Clearing Company Limited held by BBPLC
immediately prior to the Effective Time in respect of its membership of the scheme
described at limb (I) of the definition of Payment Schemes;
Collateral Account means any account established for the purpose of holding cash, securities or
financial instruments as margin or collateral which are transferred from the collateral
provider to the collateral taker, or which is held by the collateral provider subject to
security in favour of the collateral taker, in respect of the financial obligations owed to
the collateral-taker;
Consent means a consent given for the purposes of, and as referred to in, paragraph 1 of
schedule 2 to the DPA;
Consolidation
Rights
means any rights providing, or purporting to provide, for security given in relation to
an agreement only to be released or discharged when obligations in relation to any
other agreement(s) have been satisfied;
Core Deposit means a deposit which is a ‘core deposit’ for the purposes of FSMA, as defined in
article 2(2) of the CAO;
Corporate and
Business Banking
Business Units
means BBPLC’s corporate and business banking businesses operating under the
Barclays business unit names ‘Corporate Banking’ and ‘Business Banking’, including
but not limited to the provision of deposit-taking, lending and debt, liquidity,
transactions and payments, channels, asset finance, trade and working capital,
foreign exchange and interest rate derivatives products and services to corporate and
business customers of BBPLC, but excluding any business, products or services of
the Investment Bank or which are In-Scope Barclaycard Products, Retained
Barclaycard Products, In-Scope WIM BUK Products, In-Scope WIM BISL Products or
Retained WIM Products;
Corporate
Banking Eligible
Individual
means any individual who has provided to BBPLC (acting through its Corporate and
Business Banking Business Units) a valid Declaration of Eligibility in accordance with
article 9 of the CAO;
85
Cross Default
Rights
means any rights providing, or purporting to provide, for acceleration or alteration of
payment obligations or other obligations under an agreement as a result of a default
under another agreement;
CRR means Regulation (EU) No 575/2013 of the European Parliament and of the Council
of 26 June 2013 on the Prudential Requirements for Credit Institutions and
Investment Firms (as amended from time to time);
Data Subject has the same meaning as given to that term in section 1 of the DPA;
Debt Security means a note, bond, surety, debenture, certificate or other such instrument creating
or evidencing a debt obligation;
Declaration of
Eligibility
means a statement given by an individual in accordance with article 9(1) of the CAO,
which meets the conditions in article 9(2) of the CAO;
Deposit has the same meaning as given to that term in article 5 of the Financial Services and
Markets Act 2000 (Regulated Activities) Order 2001;
Designated
Corporate Bank
Loans
means certain loans (as identified by BBPLC) entered into by BBPLC with certain
customers of the Corporate and Business Banking Business Units including those
operating in the education, social housing and local authority business sector (as
identified by BBPLC) and as notified by BBPLC to the relevant customer;
DPA means the Data Protection Act 1998 or, with effect from its coming into force, the EU
General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any
supplementary or related legislation thereto;
Dual
Cash/Securities
Investment
Account
has the meaning given to it in Clause 7.3(B);
EAPO means the Financial Services and Markets Act 2000 (Excluded Activities and
Prohibitions Order) 2014;
Effective Time has the meaning given in Clause 29.1;
Eligible Individual means any individual who is a Corporate Banking Eligible Individual or a WIM Eligible
Individual, or is both a Corporate Banking Eligible Individual and a WIM Eligible
Individual;
Entire Agreement
Clause
means, a clause contained in an Existing Transferee Agreement, a New Transferee
Agreement, a Transferring Contract or a Split Contract which (i) provides that the
agreement in question contains the entire agreement between the parties in relation
to all or some of the products or services of the type that are the subject matter of
that agreement or that are referred to in that agreement, and/or (ii) that otherwise
86
states that the agreement in question will apply to all products or services provided to
or by the Relevant Transferor or the Relevant Transferee, as the case may be;
Excluded Activity means any activity designated (or which, once the EAPO comes into force, will be
designated) as an excluded activity in the EAPO, subject to the exclusions to that
designation as set out in the EAPO;
Existing
Transferee
Agreement
means any agreement to which a Relevant Transferee is a party and which is in force
immediately prior to the Effective Time;
FCA means the Financial Conduct Authority (as defined in FSMA), or such other authority
or authorities as may succeed to its functions;
Finance Party means a lender, paying agent, facility agent, security agent or trustee, bank-side
hedge provider or any other party to a Syndicatable Loan Facility or Syndicated Loan
Facility who is not an obligor (whether as borrower, guarantor, borrower-side hedge
counterparty or otherwise) in respect of the indebtedness arising under such
agreement;
Fixtures and
Fittings
means, in respect of a BUK Property or a ServCo Property, such fixtures and fittings
(whether owned or leased by BBPLC) of such property as listed on the relevant fixed
asset register maintained by BBPLC in respect of such property, including any such
fixtures and fittings falling within the following categories:
(A) art works;
(B) computer equipment;
(C) equipment assets under construction;
(D) furniture and fittings;
(E) office equipment;
(F) plant; and
(G) property under construction;
FSMA means the Financial Services and Markets Act 2000;
Gracechurch Card
Programme
Funding plc
means Gracechurch Card Programme Funding plc, a company incorporated in
England (registered number: 06714746), whose registered office is at 1 Churchill
Place, London, E14 5HP;
Gracechurch
Cards Programme
means the medium term note programme established by Gracechurch Card
Programme Funding plc;
87
Gracechurch
Mortgage
Financing plc
means Gracechurch Mortgage Financing plc, a company incorporated in England
(registered number: 05673206), whose registered office is at 1 Churchill Place,
London, E14 5HP;
Gracechurch
Mortgages
Programme
means the residential mortgage backed note programme established by Gracechurch
Mortgage Financing plc;
group means, in relation to a person, that person and its affiliates from time to time;
Group means BPLC and all of its direct and indirect subsidiaries;
GS&RS Brokerage
Account Product
means products and services comprised of brokerage accounts held in respect of
individual employees of corporate customers of BBPLC’s ‘Global Shareplans &
Rewards Schemes’ business;
GS&RS Deposit
Account Product
means deposit-taking accounts held with BBPLC in respect of GS&RS Brokerage
Account Products;
GS&RS Products means a GS&RS Brokerage Account Product or a GS&RS Deposit Account Product;
Guarantee means any guarantee, indemnity or similar assurance against loss, or any obligation,
direct or indirect, actual or contingent, to purchase or assume any indebtedness of
any person or to make an investment in or loan to any person or to purchase assets
of any person where, in each case, such obligation is assumed in order to maintain or
assist the ability of such person to meet its indebtedness;
Guarantee
Covenant to Pay
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Guarantee Agreement pursuant to which the Relevant Guarantor covenants or
undertakes, or is otherwise obliged, to pay the Relevant Guaranteed Liabilities;
Guarantee
Indemnity
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Guarantee Agreement which requires or obliges a Relevant Guarantor who is subject
to the Relevant Guarantee to indemnify, pay or otherwise compensate the beneficiary
of the Relevant Guarantee, as an independent and primary obligation, where any
obligation guaranteed by the Relevant Guarantor is or becomes unenforceable,
invalid or illegal;
Guarantee
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Guarantee Agreement pursuant to which the Relevant Guarantor covenants or
undertakes, or is otherwise obliged, to ensure that the primary obligor fulfils the
Relevant Guaranteed Liabilities;
In-Scope AT1 Debt
Securities
means the whole of or any part of any Debt Securities issued by BBPLC (as
amended from time to time), where BPLC is the sole holder, constituting additional
tier one capital for the purposes of the CRR, allocated to be held by BBUKPLC in the
Barclays Treasury System immediately prior to the Effective Time;
88
In-Scope
Barclaycard
Customer
means any customer who holds In-Scope Barclaycard Products, excluding any
Relevant Financial Institution;
In-Scope
Barclaycard
Product
means any payment card product or service issued or provided by BBPLC out of the
United Kingdom to consumers and other individual customers (including products and
services offered under the names ‘Barclaycard’ or other names used from time to
time by the Barclaycard business of BBPLC) including any such product or service
which is listed in Appendix 1, but excluding any product or service that is a Retained
Barclaycard Product;
In-Scope BUK
Treasury
Instrument
Amendments
means the amendments to each of the Transferring BUK Treasury Instrument
Documents and each Relevant Part of each Split Treasury Instrument Document to
be made by operation of this Scheme which BPLC, BBPLC and BBUKPLC have
determined are required as a result of, and to reflect, the transfer and/or splitting of
the In-Scope BUK Treasury Instruments to BBUKPLC, and which include:
(A) replacing BBPLC with BBUKPLC as the “issuer” and/or “borrower” (as
applicable);
(B) amending the conversion price (and related provisions with respect to its
determination and/or calculation) to reflect the entitlement of the holder of the
relevant In-Scope BUK Treasury Instruments to shares in BBUKPLC (as the
substituted “issuer” of any conversion shares) in the event of any conversion of
relevant In-Scope BUK Treasury Instruments;
(C) amending the terms to reflect the substituted BBUKPLC capital and group
structure (howsoever defined); and
(D) updating terms relating to parity or junior obligations relevant to the In-Scope
BUK Treasury Instruments to ensure that they only refer to appropriate rights
and obligations of BBUKPLC following the transfers made pursuant to the
Scheme,
(as applicable to the relevant Transferring BUK Treasury Instrument Documents or
each Relevant Part of each Split Treasury Instrument Document) in each case, in
respect of which the PRA, prior to the date of the Order, has expressed no objection;
In-Scope BUK
Treasury
Instruments
means the In-Scope AT1 Debt Securities, In-Scope Senior Unsecured Debt Loan and
In-Scope T2 Debt Securities;
In-Scope
Business Banking
Customer
means any customer who holds products provided by the Corporate and Business
Banking Business Unit (including In-Scope Business Banking Products), except any
customer:
89
(A) whose only product(s) or services held with the Corporate and Business
Banking Business Units are Non-UK Products;
(B) which BBPLC, acting through the Corporate and Business Banking Business
Units:
(i) has determined is a Qualifying Organisation;
(ii) has notified of that determination; and
(iii) such notice of determination has not been revoked as at the Effective
Time;
(C) which BBPLC, acting through the Corporate and Business Banking Business
Units has:
(i) determined is a Qualifying Group Member;
(ii) has notified of that determination; and
(iii) such notice of determination has not been revoked as at the Effective
Time;
(D) who is a Corporate Banking Eligible Individual;
(E) which is a Relevant Financial Institution; or
(F) is a customer allocated to the Retained Businesses by the Barclays recoveries
unit immediately prior to the Effective Time;
and provided that:
(i) where a person who is an In-Scope Business Banking Customer in respect of a
product and a person who is not an In-Scope Business Banking Customer in
respect of that product because such person falls within one of the exceptions in
limbs (B) to (E) above jointly hold that product, such product shall be treated as
not being held by an In-Scope Business Banking Customer;
(ii) in respect of a person who falls within one of the exceptions in limbs (B) to (D)
above who holds a Designated Corporate Bank Loan, such person shall be
treated as an In-Scope Business Banking Customer in respect of such
Designated Corporate Bank Loan but not in respect of any other In-Scope
Business Banking Product it holds with BBPLC (other than as may be provided
in, and without prejudice to, provisos (iii) and (iv) below);
(iii) in respect of a person who falls within one of the exceptions in limbs (B) to (D)
above who holds an In-Scope Regulated Product, such person shall be treated
as an In-Scope Business Banking Customer in respect of that In-Scope Regulated
90
Product but not in respect of any other In-Scope Business Banking Product it
holds with BBPLC (other than as may be provided in, and without prejudice to,
provisos (ii) above and (iv) below); and
(iv) in respect of a person who falls within the exception in limb (D) above who holds
an In-Scope PCSL Product, such person shall be treated as an In-Scope Business
Banking Customer in respect of that In-Scope PCSL Product but not in respect of
any other In-Scope Business Banking Product such person holds with BBPLC
(other than as may be provided in, and without prejudice to, provisos (ii) and (iii)
above);
In-Scope
Business Banking
Product
means any product or service provided as of the Effective Time by the Corporate and
Business Banking Business Units in the United Kingdom to non-individual business
customers, unincorporated associations, partnerships or sole trader customers (in
their capacities as sole traders) of BBPLC, including any product or service
comprising:
(A) deposit-taking current accounts and any associated overdrafts on such
accounts;
(B) treasury deposits;
(C) business/client premium accounts;
(D) currency call deposit accounts;
(E) client monies schemes;
(F) domestic sweeping;
(G) cash, cheque and electronic payments services;
(H) mobile collection and disbursement and multi-currency solutions;
(I) debt products including secured and unsecured term loans and overdrafts,
including mortgage lending;
(J) foreign exchange currency and payments;
(K) any Designated Corporate Bank Loans;
(L) any In-Scope Regulated Products;
(M) any In-Scope PCSL Product; and
(N) any product or service that:
91
(i) is an online banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope Business Banking Product” through online or
web-based channels;
(ii) is a mobile banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope Business Banking Product” through mobile phone
apps;
(iii) is comprised in the digital document management solution operating (or
formerly operating) under the name “Cloud It”, enabling customers to
store and manage copies of their documents securely, and to access
documents provided to those customers by BBPLC, within the online
banking and mobile products referred to in limbs (N)(i) and (N)(ii) of this
definition of “In-Scope Business Banking Product”;
(iv) comprises access to open-market payments platforms under the name
“Pingit”, which allows such persons and customers of BBPLC to send
and receive payments to and from other users of the platform using their
mobile telephones, and any applications, features, electronic wallet
(including e-money balances), or current claim for value stored
associated with such platform;
(v) any merchant acquiring service operating under the name “Pingit
Merchant Services”; and/or
(vi) comprises services allowing business and corporate customers to trace
revenue, spending and other performance data through online tools,
including those provided under the name ‘Smart Business Insights’ and
those provided within the online banking and mobile products referred to
in limbs (N)(i) and (N)(ii) of this definition of “In-Scope Business Banking
Product”,
but excluding any product or service that is a Retained Corporate Product;
In-Scope Cash
ISA Products
means any cash individual savings account (ISA) product or service provided or
offered to individual consumer customers in the United Kingdom by BBPLC;
In-Scope
Customer
means any person who is:
(A) an In-Scope Personal Customer, in relation to the In-Scope Personal Products
held by that person;
(B) an In-Scope Business Banking Customer, in relation to the In-Scope Business
Banking Products held by that person;
92
(C) an In-Scope WIM Customer, in relation to the In-Scope WIM BUK Products
and In-Scope WIM BISL Products held by that person;
(D) an In-Scope Barclaycard Customer, in relation to the In-Scope Barclaycard
Products held by that person;
(E) an In-Scope Pingit Wallet Customer, in relation to the In-Scope Pingit Wallet
Products held by that person;
(F) an In-Scope Information Products Customer, in relation to the In-Scope
Information Products held by that person; and/or
(G) a Bespoke Straddling Customer, in relation to the Bespoke Straddling
Customer In-Scope Products held by that person;
and a person may be an In-Scope Customer in respect of more than one limb of this
definition, and such person shall be treated as an In-Scope Customer in respect of
the products referred to in each limb that person falls within, but not in respect of the
products referred to in each limb that person does not fall within;
In-Scope Former
Customer
means any former customer of BBPLC who, had they still been a customer of BBPLC
at the Effective Time, would have been an In-Scope Customer, and for these
purposes any non-individual former customer who would have met a Barclays
Assessment Criterion (and therefore would have met a Relevant Qualifying
Condition), or who would have been a Qualifying Group Member, at the time such
person ceased to be a BBPLC customer, shall be deemed to have fallen within the
exceptions in limbs (B) or (C) in the definition of In-Scope Business Banking
Customer, or in limbs (B) or (C) in the definition of In-Scope WIM Customers,
respectively;
In-Scope Former
Product
means any products or services which are no longer offered or provided by BBPLC
but which would have fallen within any of limbs (A) to (H) of the definition of In-Scope
Product had such product or service still been offered or provided by BBPLC at the
Effective Time;
In-Scope Hedging
Agreement
means:
(A) each agreement in the form of, or substantially in the form of, the 1992 Master
Agreement or 2002 Master Agreement (in each case, as published by ISDA)
allocated to be held by BBUKPLC in the Barclays Treasury System
immediately prior to the Effective Time, including any:
(i) transactions entered into under any such agreement;
(ii) schedule, confirmation or other document(s) used for the purpose of
confirming and/or evidencing any transactions entered into under any
such agreement;
93
(iii) credit support annex, including in the form of the 1995 Credit Support
Annex (as amended) or the 2016 Credit Support Annex for Variation
Margin (in each case, as published by ISDA);
(iv) long-form confirmation which incorporates a deemed 1992 Master
Agreement or 2002 Master Agreement; or
(v) other document supplementing or forming part of any such agreement;
(B) any Give-Up Agreement entered into by BBPLC and allocated to BBUKPLC in
the Barclays Treasury System immediately prior to the Effective Time,
including any transactions entered into thereunder; and
(C) unless otherwise transferred by this Scheme, any agreement in respect of any
Collateral Account entered into by BBPLC in connection with a 1992 Master
Agreement or 2002 Master Agreement and/or a 1995 Credit Support Annex
(as amended) or 2016 Credit Support Annex for Variation Margin (or any
transactions thereunder) referred to in limb (A) above but excluding any
agreement entered into with any third party for the purpose of servicing,
holding, administering or managing any collateral, or any account in respect of
such collateral, which is not governed by the law of England and Wales,
Scotland or Northern Ireland,
where, for the purpose of this definition only, “Give-Up Agreement” means any
agreement or instrument (including any schedule, notice, documented terms or other
document forming part of such agreement) documenting the relationship between a
dealer that executes particular types of transactions and a prime broker that becomes
the ultimate counterparty to those transactions when the “designated party” gives up
those transactions to the prime broker;
In-Scope Hedging
Credit Support
Agreement
means:
(A) any agreement, contract or deed not forming part of an In-Scope Hedging
Agreement that is entered into to facilitate the transfer of initial margin in
connection with an In-Scope Hedging Agreement (including, but not limited
to, the ISDA 2016 Phase One Initial Margin (IM) Credit Support Deed, ISDA
2016 Phase Two Initial Margin (IM) Credit Support Deed, equivalent
documentation published by Euroclear or Clearstream (or any of their
subsidiaries) and any other related agreement or document) which is
allocated to BBUKPLC in the Barclays Treasury System immediately prior to
the Effective Time; and
(B) unless otherwise transferred by this Scheme, any agreement in respect of
any Collateral Account entered into by BBPLC in connection with any ISDA
2016 Phase One Initial Margin (IM) Credit Support Deed, ISDA 2016 Phase
Two Initial Margin (IM) Credit Support Deed, equivalent documentation
published by Euroclear or Clearstream (or any of their subsidiaries) and any
other related agreement or document referred to in limb (A) of the definition
94
of In-Scope Hedging Credit Support Agreement but excluding any agreement
entered into with any third party for the purpose of servicing, holding,
administering or managing any collateral, or any account in respect of such
collateral, which is not governed by the law of England and Wales, Scotland
or Northern Ireland;
In-Scope
Information
Products
means the following products and services comprised of the provision of information
to customers though online, mobile telephone and email channels:
(A) the ‘Unlock Britain’ website and app for mobile telephones;
(B) the ‘Local Insights’ website;
(C) the ‘Barclays Homeowner’ app;
(D) the ‘Financial Wings’ service, being an online education and knowledge
service to educate customers on a range of financial topics;
(E) the ‘Community Wings’ service, being an online education and knowledge
service to educate users to understand the needs of persons with specific
issues or requirements;
(F) the ‘Eagle Labs’ services provided in the United Kingdom, comprising access
to facilities to support organisations in starting up and scaling their
businesses and providing access to experts, mentors and events; and
(G) the email newsletters under the names “Business Marketing email newsletter
– News from the Field”, “Broker Newsletter”, “Direct Investing” and “Wealth
Features” and other similar newsletters;
In-Scope
Information
Products
Customers
means any customer who holds an In-Scope Information Product;
In-Scope PCSL
Product
means any product comprising a loan to a partner or member of a partnership or
limited liability partnership for the purposes of that partner or member making a
capital contribution or meeting a capital call in respect of that partnership or limited
liability partnership where such partnership or limited liability partnership is an In-
Scope Business Banking Customer;
In-Scope Personal
Customer
means any individual consumer customer who holds In-Scope Personal Products,
excluding any Relevant Financial Institution;
In-Scope Personal
Product
means any personal banking product or service (including those offered or provided
under the names ‘Personal Banking’ and ‘Premier Banking’) provided as of the
Effective Time by the Personal Banking Business Unit in the United Kingdom to
95
individual consumer customers (including where any such individual consumers hold
their products jointly) including personal banking products and services comprising:
(A) deposit-taking current accounts and any associated overdrafts on such
accounts;
(B) deposit-taking savings accounts, including bonds, fixed terms, instant access
and savings accounts for children;
(C) any product or service that is an In-Scope Cash ISA Product;
(D) debit cards;
(E) digital payments products and services, including wearable devices and other
contactless payment solutions (including those provided under the name
‘bPay’);
(F) currency accounts;
(G) consumer or personal lending, including products provided under the names
‘Barclayloan’, ‘Premier Flexiloan’ and ‘Resolve Loan’, and professional and
career development and graduate loans;
(H) Personal Banking Mortgages, including associated mortgage current accounts
and any mortgage account linked within BBPLC’s systems to a Core Deposit;
(I) travel money and cash;
(J) payments services, including through cheque and electronic payments, and
non-Sterling payments;
(K) the document storage service known as ‘Barclaysafe’;
(L) the sale by BBPLC as distributor of retail insurance products (encompassing
life, home and travel insurance provided by third party insurers);
(M) products provided as features (including products known as ‘Feature Store’
packs) and rewards (including under the names ‘Barclays Blue Rewards’ and
‘Premier Rewards;) to account holders;
(N) any product or service that:
(i) is an online banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope Personal Product” through online or web-based
channels;
96
(ii) is a mobile banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope Personal Product” through mobile phone apps;
(iii) is comprised in the digital document management solution operating (or
formerly operating) under the name “Cloud It”, enabling customers to
store and manage copies of their documents securely, and to access
documents provided to those customers by BBPLC, within the online
banking and mobile products referred to in limbs (N)(i) and (N)(ii) of this
definition of “In-Scope Personal Product”;
(iv) comprises access to open-market payments platforms under the name
“Pingit” (excluding any merchant acquiring services operating under the
name “Pingit Merchant Services”), which allows such persons and
customers of BBPLC to send and receive payments to and from other
users of the platform using their mobile telephones, and any
applications, features, electronic wallet (including e-money balances), or
current claim for value stored associated with such platform;
(v) comprising services under the name “Cashback” (and formerly known
as “SmartSpend”), being services which enable customers using the
online banking and mobile products referred to in limbs (N)(i) and (N)(ii)
of this definition of “In-Scope Personal Product” to get cashback and
save money on goods, services and travel through BBPLC’s
partnerships with third party brands and retailers; and/or
(vi) comprising services consisting of invitations to exclusive events for
certain customers under the name “Little Book of Wonders”,
but excluding any product or service that is a Non-UK Product or a Retained
Mortgage Product;
In-Scope Pingit
Wallet Customer
means any customer who holds an In-Scope Pingit Wallet Product and who is not
otherwise treated as an In-Scope Customer pursuant to the operations of limbs (A) to
(D) of the definition of In-Scope Customer;
In-Scope Pingit
Wallet Products
means products and services comprised of access to open-market payments
platforms under the name “Pingit” (excluding (i) any products or services that are
linked to a BBPLC current account, and (ii) any merchant acquiring services
operating under the name “Pingit Merchant Services”), which allows such persons
and customers of BBPLC to send and receive payments to and from other users of
the platform using their mobile telephones, and any applications, features, electronic
wallet (including e-money balances), or current claim for value stored associated with
such platform;
In-Scope Products means each of the:
97
(A) In-Scope Personal Products;
(B) In-Scope Business Banking Products;
(C) In-Scope WIM BUK Products;
(D) In-Scope WIM BISL Products;
(E) In-Scope Barclaycard Products;
(F) In-Scope Pingit Wallet Products;
(G) In-Scope Information Products; and
(H) Bespoke Straddling Customer In-Scope Products;
In-Scope
Regulated
Product
means any product or service provided as of the Effective Time by the Corporate and
Business Banking Business Units to its customers and which is provided pursuant to
or is:
(A) a ‘regulated credit agreement’, as that term is defined in article 60B of the
RAO;
(B) a ‘regulated consumer hire agreement’, as that term is defined in article 60N of
the RAO;
(C) a ‘regulated mortgage contract’, as that term is defined in article 61 of the
RAO;
(D) a ‘regulated home reversion plan’, as that term is defined in article 63B of the
RAO;
(E) a ‘regulated home purchase plan’, as that term is defined in article 63F of the
RAO;
(F) a ‘regulated sale and rent back agreement’, as that term is defined in article
63J of the RAO; or
(G) a ‘regulated agreement’, as that term is defined in the Consumer Credit Act
1974;
In-Scope
Securities
Financing
Agreement
means:
(A) each agreement or arrangement, including a repurchase agreement,
evidenced in writing, where (a) the collateral provider transfers legal and
beneficial ownership in the collateral to a collateral-taker on terms that when
the relevant financial obligations are discharged the collateral-taker must
transfer legal and beneficial ownership of the collateral (or equivalent
98
collateral) to the collateral provider, and (b) the purpose of the agreement or
arrangement is to secure or otherwise cover the relevant financial obligations
owed to the collateral-taker, either case, including, but not limited to, any such
agreement in the form of, or substantially in the form of, the 1995, 2000 or
2011 Global Master Repurchase Agreement (as published by the International
Capital Market Association) or the 2000 or 2010 Global Master Securities
Lending Agreement (GMSLA) (as published by the International Securities
Lending Association), in each case, which is allocated to be held by BBUKPLC
in the Barclays Treasury System immediately prior to the Effective Time,
including any annex, confirmation or other document forming part of any such
agreement; and
(B) unless otherwise transferred by this Scheme, any agreement in respect of any
Collateral Account entered into by BBPLC in connection with any agreement
referred to in limb (A) above;
In-Scope Senior
Unsecured Debt
Loan
means the whole of, or any part of, any senior, unsecured loan between BPLC (as
lender) and BBPLC (as borrower) (as amended from time to time), and allocated to
be held by BBUKPLC in the Barclays Treasury System immediately prior to the
Effective Time;
In-Scope T2 Debt
Securities
means the whole of, or any part of, any Debt Securities issued by BBPLC (as
amended from time to time), where BPLC is the sole holder, constituting tier two
capital for the purposes of the CRR, and to the extent allocated to be held by
BBUKPLC in the Barclays Treasury System immediately prior to the Effective Time;
In-Scope WIM
BISL Product
means any wealth management product or service (including those offered or
provided under the name ‘Wealth and Investments’) provided as of the Effective Time
by the Wealth Business Units as wealth management products and services in the
United Kingdom to individuals and families with substantial personal wealth, UK
residents, persons who work as professionals (including solicitors, accountants,
management consultants and barristers), entrepreneurs, persons working in the
sports, media and entertainment industries, and charity customers of BBPLC, and
corporate and other vehicles associated with such customers, including any wealth
management product or service comprising:
(A) discretionary management, advised and execution-only investment products
and services offering customers investments in:
(i) equity investments;
(ii) traditional funds (including in respect of cash, bonds and equity)
operated by third parties;
(iii) exchange-traded funds operated by third parties;
(iv) hedge funds operated by third parties;
99
(v) alternative investment funds operated by third parties;
(vi) ‘long-only’ funds operated by third parties;
(vii) investments in offshore bonds provided by third party insurance
companies;
(viii) investments in pension schemes (including small self-administered
scheme occupational pensions, self-invested personal pensions and
qualifying overseas pension schemes (UK)) provided by third party
insurance companies or third party pension providers (including persons
authorised by the FCA to establish, operate or wind up a personal
pension scheme);
(ix) funds (and ‘funds of funds’) operated by members of the Group;
(x) structured products, being investments whose value and return is linked
to the value of an underlying asset (or basket of assets) over a fixed
term;
(xi) fixed income products, being investments which provide a fixed or
variable return over a fixed schedule; and
(xii) enterprise investment schemes, venture capital trusts and business
property relief products, in each case provided by third parties;
(B) tax products provided by third parties, sold by BBPLC as distributor;
(C) stocks and shares individual savings accounts (ISAs);
(D) investment account products, including those referred to as ‘Barclays
Investment Accounts’, and including any part of an investment account product
which is a Securities Investment Account referred to in Clause 7.3(A)(ii) (and
excluding any part of an investment account product which is a Reserve
Account referred to in Clause 7.3(A)(i));
(E) In-Scope WIM Pension Products;
(F) In-Scope WIM Offshore Bond Products;
(G) Specified Investment Account Products;
(H) GS&RS Brokerage Account Products; and
(I) ‘ex-custody’ shadow accounts reflecting customer investments held directly with
third party administrators;
100
but excluding any product or service that is an In-Scope WIM BUK Product or a
Retained WIM Product;
In-Scope WIM
BUK Product
means any banking and credit product or service (including those offered or provided
under the name ‘Wealth and Investments’) provided as of the Effective Time by the
Wealth Business Units as wealth management products and services in the United
Kingdom to individuals and families with substantial personal wealth, UK residents,
persons who work as professionals (including solicitors, accountants, management
consultants and barristers), entrepreneurs, persons working in the sports, media and
entertainment industries, and charity customers of BBPLC, and corporate and other
vehicles associated with such customers, including banking and credit products and
services comprising:
(A) deposit-taking current accounts and any associated overdrafts on such
accounts;
(B) deposit-taking savings accounts, including treasury deposits (comprised of fixed
term deposits, including those provided under the name ‘Barclays Wealth
Deposits’), notice accounts (comprising savings accounts where withdrawals are
only allowed on certain notice periods and other restrictions) and reserve
accounts (comprised of accounts allowing instant access to savings);
(C) debit and charge cards;
(D) foreign exchange currency and payments services;
(E) ‘Treasury Management’ services, being services to manage customers’ liquidity
needs through longer term investments in cash instruments held at third party
organisations and institutions;
(F) unsecured lending;
(G) lending products and services secured against the relevant customer’s
investments and other assets held with or by BBPLC, including such products
and services known as ‘portfolio finance’ (as amended by Clause 7.4);
(H) mortgage lending to individuals, including buy-to-let mortgage lending to retail
customers;
(I) any WIM Investment Advisory Service provided in respect of or ancillary to an
In-Scope WIM Pension Product, an In-Scope WIM Offshore Bond Product or a
GS&RS Product in respect of which the end-customer does not fall within one of
the exceptions in limbs (A) to (E) of the definition of In-Scope WIM Customer;
(J) any WIM Investment Advisory Service other than those referred to in limb (I)
above or which is a Retained WIM Product, and including such services
101
provided in relation to estate and succession planning, insurance solutions and
retirement planning;
(K) financial planning products and services;
(L) tailored lending, including lending against marketable securities;
(M) Irish SAYE Products;
(N) In-Scope WIM Specified Accounts;
(O) any Reserve Accounts referred to in Clause 7.3(A)(i);
(P) GS&RS Deposit Account Products; and
(Q) any product or service that:
(i) is an online banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope WIM BUK Product” through online or web-based
channels;
(ii) is a mobile banking product which facilitates access to, use of and the
making of applications for any other product or service falling within this
definition of “In-Scope WIM BUK Product” through mobile phone apps;
(iii) is comprised in the digital document management solution operating (or
formerly operating) under the name “Cloud It”, enabling customers to
store and manage copies of their documents securely, and to access
documents provided to those customers by BBPLC, within the online
banking and mobile products referred to in limbs (Q)(i) and (Q)(ii) of this
definition of “In-Scope WIM BUK Product”;
(iv) comprises access to open-market payments platforms under the name
“Pingit” (excluding any merchant acquiring services operating under the
name “Pingit Merchant Services”), which allows such persons and
customers of BBPLC to send and receive payments to and from other
users of the platform using their mobile telephones, and any
applications, features, electronic wallet (including e-money balances), or
current claim for value stored associated with such platform;
(v) comprising services under the name “Cashback” (and formerly known
as “SmartSpend”), being services which enable customers using the
online banking and mobile products referred to in limbs (Q)(i) and (Q)(ii)
of this definition of “In-Scope WIM BUK Product” to get cashback and
save money on goods, services and travel through BBPLC’s
partnerships with third party brands and retailers;
102
(vi) comprising services consisting of invitations to exclusive events for
certain customers under the name “Little Book of Wonders”; and/or
(vii) comprising online services under the name “Financial Wings”, being an
education and knowledge service to educate customers on a range of
financial topics,
but excluding any product or service that is:
(i) an In-Scope WIM BISL Product; or
(ii) a Retained WIM Product;
(iii) any WIM Investment Advisory Service or other advisory service in each case
falling within limbs (I) or (J) where the relevant customer holding such product is
either (a) an individual who is in the same family as, or (b) a company which is
under the control of, a WIM Eligible Individual, and such WIM Investment Advisory
Service or other advisory service is provided to such customer by the same
relationship manager and as part of the same customer relationship as the
relevant WIM Eligible Individual;
In-Scope WIM
Customer
means any customer of BBPLC who holds In-Scope WIM BUK Products and/or In-
Scope WIM BISL Products, except any customer:
(A) whose only products held with the Wealth Business Units are Non-UK
Products;
(B) which BBPLC acting through its Wealth Business Units:
(i) has determined is a Qualifying Organisation;
(ii) has notified of that determination; and
(iii) such notice of determination has not been revoked as at the Effective
Time;
(C) which BBPLC acting through its Wealth Business Units has:
(i) determined is a Qualifying Group Member;
(ii) has notified of that determination; and
(iii) such notice of determination has not been revoked as at the Effective
Time;
(D) who is a WIM Eligible Individual;
103
(E) which is a Relevant Financial Institution; or
(F) is a customer allocated to the Retained Businesses by the Barclays recoveries
unit immediately prior to the Effective Time,
and provided that:
(i) where a person who is an In-Scope WIM Customer in respect of a product and a
person who is not an In-Scope WIM Customer in respect of that product
because such person falls within one of the exceptions in limbs (B) to (E) above
jointly hold that product, such product shall be treated as not being held by a
person who is an In-Scope WIM Customer;
(ii) in respect of a person who falls within one of the exceptions in limbs (B) to (D)
above who holds an Irish SAYE Product, such person shall be treated as an In-
Scope WIM Customer in respect of such Irish SAYE Product but not in respect
of any other In-Scope WIM BUK Product or In-Scope WIM BISL Product it holds
with BBPLC (other than as may be provided in, and without prejudice to,
provisos (iii) to (vii) below);
(iii) in respect of a person who falls within one of the exceptions in limbs (B) to (D)
above who holds GS&RS Products, such person shall be treated as an In-
Scope WIM Customer in respect of such GS&RS Products but not in respect of
any other In-Scope WIM BUK Product or In-Scope WIM BISL Product it holds
with BBPLC (other than as may be provided in, and without prejudice to,
provisos (ii) to (ii) above and (iv) to (vii) below);
(iv) in respect of a person who falls within one of the exceptions in limbs (B) to (E)
and who is an In-Scope WIM Pension Customer, such person shall be treated
as an In-Scope WIM Customer in respect of such In-Scope WIM Pension
Product in respect of which it fulfils the definition of In-Scope WIM Pension
Customer and in respect of any In-Scope WIM BUK Product falling within limbs
(I) or (N) of the definition of In-Scope WIM BUK Products, but not in respect of
any other In-Scope WIM BUK Product or In-Scope WIM BISL Product it holds
with BBPLC (other than as may be provided in, and without prejudice to,
provisos (ii) to (iii) above and (v) to (vi) below);
(v) in respect of a person who falls within one of the exceptions in limbs (B) to (E)
and who is an In-Scope WIM Offshore Bond Customer, such person shall be
treated as an In-Scope WIM Customer in respect of such In-Scope WIM
Offshore Bond Products in respect of which it fulfils the definition of In-Scope
WIM Offshore Bond Customer and in respect of any In-Scope WIM BUK
Product falling within limbs (I) or (N) of the definition of In-Scope WIM BUK
Products, but not in respect of any other In-Scope WIM BUK Product or In-
Scope WIM BISL Product it holds with BBPLC (other than as may be provided
in, and without prejudice to, provisos (ii) to (iv) above and (vi) below);
104
(vi) in respect of a person who falls within one of the exceptions in limbs (B) to (D)
above who holds a Specified Investment Account Product, such person shall be
treated as an In-Scope WIM Customer in respect of such Specified Investment
Account Product but not in respect of any other In-Scope WIM BUK Product or
In-Scope WIM BISL Product it holds with BBPLC (other than as may be
provided in, and without prejudice to, provisos (ii) to (v) above); and
(vii) in respect of a person who does not fall within any of the exceptions in limbs (A)
to (E) above who has provided a Declaration of Eligibility which is specific to a
particular product or products, such person shall be treated as an In-Scope WIM
Customer in respect of the In-Scope WIM BUK Products and/or In-Scope WIM
BISL Products such person holds with BBPLC other than in respect of the
particular product or products for which it has provided the relevant product-
specific Declaration of Eligibility;
In-Scope WIM
Offshore Bond
Customer
means the third party life insurance company which is the recipient of the services
comprised in the relevant In-Scope WIM Offshore Bond Product;
In-Scope WIM
Offshore Bond
Product
means any investment, administration and custody products or services provided by
BBPLC in respect of an offshore bond that is:
(A) provided by a third party life insurance company to its customers; and
(B) in respect of which, the customer of the relevant third party life insurance
company who holds the relevant offshore bond is not a person:
(i) whose only product(s) or service(s) held with BBPLC are Non-UK
Products;
(ii) which Barclays has:
(a) determined is a Qualifying Organisation;
(b) has notified of that determination; and
(c) such notice of determination has not been revoked as at the Effective
Time;
(iii) which Barclays has:
(a) determined is a Qualifying Group Member;
(b) has notified of that determination; and
(c) such notice of determination has not been revoked as at the Effective
Time;
105
(iv) who is a WIM Eligible Individual; or
(v) which is a Relevant Financial Institution,
but excluding any Non-UK Product;
In-Scope WIM
Pension Customer
means the trustees who are the customers under or in respect of an In-Scope WIM
Pension Product;
In-Scope WIM
Pension Product
means any investment, administration and custody products or services provided by
BBPLC in respect of any:
(A) small self-administered scheme occupational pension;
(B) self-invested personal pension;
(C) qualifying recognised overseas pension scheme; or
(D) personal pension,
(whether promoted by BBPLC or otherwise) and in each case, provided by a third
party life insurance company or a third party pension provider (including persons
authorised by the FCA to establish, operate or wind up a personal pension scheme)
to its customers, and in respect of which BBPLC (acting through its Wealth Business
Units) provides investment dealing and administration services to the trustees of the
relevant pension scheme comprised in such product, but excluding any:
(i) Non-UK Product; and
(ii) such products or services provided by BBPLC in respect of which the contract
governing the provision of such products or services is not governed by the laws
of England and Wales, Scotland or Northern Ireland;
In-Scope WIM
Specified
Accounts
means any deposit-taking bank accounts provided in respect of or ancillary to an In-
Scope WIM Pension Product or In-Scope WIM Offshore Bond Product;
Intercreditor
Agreement
has the meaning given to it in Clause 13.2(B);
Investment Bank means the investment banking division of BBPLC;
Investment Bank
Product
means any product or service provided as of the Effective Time by the Investment
Bank;
Irish SAYE
Product
means any retail deposit savings product provided by BBPLC to employees of certain
Irish companies pursuant to ‘save as you earn’ (SAYE) schemes;
106
ISDA means International Swaps and Derivatives Association, Inc;
Liabilities means all liabilities, duties and obligations of every description (including costs,
claims, damages, penalties, compensation awards, ex-gratia payments, settlements,
compromises and expenses (including taxation)), whether deriving from, or in
connection with, a contract (including any contract entered into with current or former
In-Scope Customers (or their successors in title)), a deed (including any deed
entered into with current or former In-Scope Customers (or their successors in title)),
common law, court order, statute, rule, regulation, principle, instructions, guidance or
otherwise, whether present or future, actual or contingent or ascertained or
unascertained and whether owed or incurred severally or jointly or as principal or
surety;
Millshaw SAMS
No.1 Limited
means Millshaw SAMS No. 1 Limited, a company incorporated in Jersey (registered
number JE73181), whose registered office is at 26 New Street, St Helier, Jersey JE2
3RA;
Millshaw SAMS
No.1 Programme
means the residential mortgage backed note programme established by Millshaw
SAMS No. 1 Limited;
New Transferee
Agreement
means any new agreement entered into by a Relevant Transferee after the Effective
Time;
Non-relevant
Activity
means conduct or activity other than Relevant Activity;
Non-Transferring
Customer Deposit
means deposits held with BBPLC which are not Transferring Customer Deposits;
Non-Transferring
Products
means any Retained Products held by any customer, any product held by a Bespoke
Straddling Customer that in respect of that Bespoke Straddling Customer is a
Bespoke Straddling Customer Retained Product, and any In-Scope Products held by
a person who is not an In-Scope Customer in respect of those In-Scope Products;
Non-UK Products means any product or service that is provided out of, or booked in, a branch of
BBPLC outside the United Kingdom;
Order means the order made by the Court pursuant to section 111 of FSMA sanctioning this
Scheme and any order (including any subsequent order) in relation to this Scheme
made by the Court pursuant to section 112 of FSMA;
Part Remaining
Split Guarantee
has the meaning given to it in Clause 11(B);
Part Remaining
Split Indemnity
has the meaning given to it in Clause 12.8(C)(i);
107
Part Transferring
Split Guarantee
has the meaning given to it in Clause 11(B);
Part Transferring
Split Indemnity
has the meaning given to it in Clause 12.8(C)(ii);
Payment Schemes means the payments schemes in which BBPLC participates, together with related
services which BBPLC uses, including:
(A) the Direct Debit, Direct Credit and BACS schemes, operated by Bacs Payment
Schemes Limited (or its successor);
(B) the CHAPS (Clearing House Automated Payment System) payment system
operated by CHAPS Clearing Company Limited or such successor operator of
such payment system;
(C) the Faster Payments Scheme operated by Faster Payments Scheme Limited;
(D) the LINK payment system operated by Link Scheme Limited;
(E) the PayM mobile payment service operated by Mobile Payments Service
Company Limited;
(F) the STEP2 clearing and payment services provided by ABE Clearing S.A.S.;
(G) the Target2 (Trans-European Automated Real-time Gross Settlement Express
Transfer System) real-time gross settlement system;
(H) the exchange and settlement of cheques and credit services through image
clearing provided by the relevant image clearing system operator;
(I) the exchange and settlement of cheques and credits services in respect of
paper clearing provided by Cheque and Credit Clearing Company Limited;
(J) the Cash ISA Transfer Service operated by Bacs Payment Schemes Limited (or
its successor); and
(K) the card schemes operated by VISA, MasterCard and UnionPay International;
Personal Banking
Business Unit
means BBPLC’s personal banking business in the United Kingdom operating under
the Barclays business names ‘Personal’, ‘Personal Banking’, ‘Premier’ and ‘Premier
Banking’, including but not limited to the provision of personal banking products and
services that include deposit taking current and savings accounts, debit cards, digital
payments (including wearable devices and contactless payment solutions),
mortgages, consumer or personal lending, and travel money and cash, to individual
consumer customers, but excluding any business, products or services of the
Investment Bank or which are In-Scope Barclaycard Products, Retained Barclaycard
108
Products, In-Scope Business Banking Products, Retained Corporate Products, In-
Scope WIM BUK Products, In-Scope WIM BISL Products or Retained Products;
Personal Banking
Mortgage
means any United Kingdom mortgage lending product provided to individual
consumer customers (including where any such individual consumers hold their
products jointly) under the names ‘Personal’, ‘Premier’ or ‘Woolwich’ and which is not
a Retained Mortgage Product;
Personal Data has the same meaning as given to that term in section 1 of the DPA;
PRA means the Prudential Regulation Authority (as defined in FSMA), or such other
authority or authorities as may succeed to its functions;
Proceedings means any claim, investigation, counterclaim, complaint, petition, suit, appeal,
enforcement action or other legal or regulatory process or action, whether intended to
have interim or final effect in relation to its subject matter, before or taken by any
court, governmental authority, regulatory authority, arbitration panel, ombudsman
(including the UK Financial Services Ombudsman and the Information
Commissioner’s Office) or other body subsisting or empowered by law or regulation
or by the provisions of an agreement;
Prohibited Activity means any activity that under the EAPO a ring-fenced body is prohibited (or which,
once the EAPO comes into force, will be prohibited) from undertaking or engaging in,
other than an Excluded Activity;
Qualifying Group
Member
means any organisation which BBPLC has determined is in the same group (for
these purposes, as defined in FSMA) as a Qualifying Organisation in accordance with
article 8 of the CAO;
Qualifying
Organisation
means any organisation which BBPLC has determined meets a Relevant Qualifying
Condition in accordance with article 3 of the CAO;
RAO means the Financial Services and Markets Act 2000 (Regulated Activities) Order
2001;
Relevant Activity means:
(A) carrying on any of the Transferring Businesses; or
(B) any activities carried on in connection with such businesses,
in either case on or prior to the Effective Time;
Relevant BISL
Deduction
Provision
means a clause, term, condition or other such contractual provision of a Set-Off BISL
Contract which provides that, where any amounts are due or payable to BBPLC by
the relevant counterparty or other person whether under the Set-Off BISL Contract or
otherwise (including, but not limited to, payment of fees and payment of interest),
BBPLC howsoever worded and whether express or implied shall be entitled to deduct
109
an amount equal to that due to BBPLC from the relevant counterparty or other person
from any account held with BBPLC by such relevant counterparty;
Relevant BISL
Set-Off Provision
means a clause, term, condition or other such contractual provision of a Set-Off BISL
Contract which provides (howsoever worded and whether express or implied) that
BBPLC may set off any sums which may be owed to it by a counterparty to the
relevant agreement or any other person against any amount which BBPLC and/or
any affiliate and/or any member of BBPLC’s group may owe to that counterparty;
Relevant BISL
Transferor
means in respect of a Transferring BISL Asset, an Assumed BISL Liability, a
Transferring BISL Contract the BISL Transferor which holds the relevant asset,
liability, contract immediately prior to the Effective Time;
Relevant Date means:
(A) subject to limbs (B) and (C), the Effective Time in respect of the Transferring
BUK Business (including the relevant Transferring BUK Items, Relevant Security
Interests and Relevant Guarantees comprised in such Transferring BUK
Businesses), Transferring BISL Businesses and Transferring BISL Items and the
Security Trust Security Interests; and
(B) each applicable Subsequent Transfer Date in respect of the transfer of the
Residual Assets and Residual Liabilities; and
(C) the Residual Security Transfer Date in respect of Residual Security, and the
Residual Guarantee Transfer Date in respect of Residual Guarantees;
Relevant
Deduction
Provision
means a clause, term, condition or other such contractual provision of a Set-Off
Deposit/Contract to which BBPLC is a party and which provides that, where any
amounts are due or payable to BBPLC by the relevant depositor, counterparty or
other person whether under the Set-Off Deposit/Contract or otherwise (including, but
not limited to, payment of fees, payment of interest, or reimbursement in respect of
drawings under letters of credit and similar trade finance arrangements), BBPLC
howsoever worded and whether express or implied shall be entitled to deduct an
amount equal to that due to BBPLC from the relevant depositor or counterparty or
other person from any account held with BBPLC by such relevant depositor or
counterparty;
Relevant Financial
Institution
means any institution which falls within one of the classes listed in article 2(2) of the
EAPO and which is not within one of the exceptions set out in article 2(3) of the
EAPO;
Relevant
Financing
Provision
means a clause, term, condition or other such contractual provision of a BUK
Customer Contract, Relevant Guarantee Agreement, Relevant Security Agreement,
Syndicatable Loan Facility or Syndicated Loan Facility constituting a Transferring
BUK Product, Split Contract or Retained Contract which imposes an obligation on an
In-Scope Customer:
110
(A) to comply with a covenant or undertaking as to financial condition or
performance of such customer (and/or any entities related thereto); or
(B) which if breached, would result in a default, event of default or similar condition
or event (howsoever described) by such In-Scope Customer,
in each case, where compliance is determined or calculated by reference to a factor
or circumstance relating to BBPLC (howsoever worded and whether express or
implied) and/or its group or affiliates;
Relevant
Guarantee
means a BUK Guarantee or a Part Transferring Split Guarantee, as applicable;
Relevant
Guarantee
Agreement
means a BUK Guarantee Agreement or a Part Transferring Split Guarantee
Agreement, as applicable;
Relevant
Guaranteed
Liabilities
means BUK Guaranteed Liabilities and Shared Guaranteed Liabilities, as applicable;
Relevant
Guarantor
means any person or entity which has given a Guarantee to, or for the sole benefit of,
BBPLC;
Relevant
Indemnity
means an agreement or instrument pursuant to which a party (for the purposes of this
definition, “X”) agrees to indemnify, pay or otherwise compensate another party (for
the purposes of this definition, “Y”), an independent and primary obligation, in respect
of any costs, expenses, liabilities or other losses (as applicable) which party Y may
suffer as a consequence of any obligation which is the subject of the indemnity not
being performed (for whatever reason) (excluding any Guarantee Indemnity
Provision, or Security Indemnity Provision and any indemnity provision included in
any contract, agreement or instrument which is not a standalone indemnity
agreement);
Relevant
Indemnity
Agreement
means an agreement or instrument constituting a Relevant Indemnity (excluding any
which is included in a Relevant Guarantee Agreement);
Relevant Part means (a) in respect of any Split Contract or Split Ancillary Document, the relevant
part or parts of such contract which relate to Transferring BUK Products or
Transferring BISL Products, (b) in respect of Split Debt Sale Agreements, the relevant
part of such agreement which relates exclusively to the Transferring BUK Businesses
(c) in respect of Split Treasury Instrument Documents, only the relevant contracts,
agreements and such other documentation which represents or documents such part
of an In-Scope BUK Treasury Instrument being allocated to be held by BBUKPLC in
the Barclays Treasury System immediately prior to the Effective Time, as the case
may be, (d) in respect of the BUK BoE Central Bank Documentation, the relevant part
of each such document which relates to the BUK BoE Central Bank Accounts and
111
Facilities, or (e) in respect of the BUK BoE Settlement Account Documentation, the
relevant part of each such document which relates to the BUK BoE Settlement
Accounts. For the avoidance of doubt:
(A) where a provision in a Split Contract or Split Ancillary Document relates both to
a Transferring Product and a Non-Transferring Product, such provision will be
treated both (i) as part of the Relevant Part or Relevant Parts insofar as it
relates to the Transferring BUK Product (or Transferring BISL Product) and (ii)
as part of the Retained Part insofar as it relates to the Non-Transferring
Product;
(B) in respect of any Split BUK/BISL Customer Contract or a Split BUK/BISL
Ancillary Business Agreement, (i) the provisions which relate exclusively to
Transferring BUK Products will be treated as the Relevant Part in respect of
the part of that contract that is to be held by BBUKPLC from the Relevant
Date; (ii) the provisions which relate exclusively to Transferring BISL Products
will be treated as the Relevant Part in respect of the part of that contract that is
to be held by BISL from the Relevant Date, and (iii) any provisions which relate
both to Transferring BUK Products and Transferring BISL Products will be
treated both as a constituent part of the Relevant Part to be held by BBUKPLC
from the Relevant Date, insofar as the provision relates to Transferring BUK
Products, and as a constituent part of the Relevant Part to be held by BISL
from the Relevant Date, insofar as it relates to Transferring BISL Products;
(C) in respect of any Split BUK/BISL/BBPLC Customer Contract or Split
BUK/BISL/BBPLC Ancillary Agreement, (i) the provisions which relate
exclusively to Transferring BUK Products will be treated as the Relevant Part
in respect of the part of that contract that is to be held by BBUKPLC from the
Relevant Date, (ii) the provisions which relate exclusively to Transferring BISL
Products will be treated as the Relevant Part in respect of the part of that
contract that is to be held by BISL from the Relevant Date, and (iii) any
provisions which relate to each or a combination of any two of the categories
of Transferring BUK Products, Transferring BISL Products and Non-
Transferring Products will be treated as part of each of the Relevant Parts to
be held by BBUKPLC from the Relevant Date, insofar as the provision relates
to Transferring BUK Products, and to be held by BISL from the Relevant Date
insofar as it relates to Transferring BISL Products respectively, and as part of
the Retained Part which remains with BBPLC after the Relevant Date insofar
as it relates to Non-Transferring Products;
(D) where a provision in a Split Debt Sale Agreement relates both to the
Transferring BUK Businesses and the Retained Businesses, such provision
will be treated both (i) as part of the Relevant Part insofar as it relates to the
Transferring BUK Businesses and (ii) as part of the Retained Part insofar as it
relates to the Retained Businesses;
(E) where a provision in the BUK BoE Central Bank Documentation relates to both
the BUK BoE Central Bank Accounts and Facilities and to accounts and
112
facilities which are not the BUK BoE Central Bank Accounts and Facilities,
such provision will be treated both (i) as part of the Relevant Part insofar as it
relates to the BUK BoE Central Bank Accounts and Facilities and (ii) as part of
the Retained Part insofar as it relates to accounts and facilities other than the
BUK BoE Central Bank Accounts and Facilities; and
(F) where a provision in the BUK BoE Settlement Account Documentation relates
to both the BUK BoE Settlement Accounts and to accounts which are not the
BUK BoE Settlement Accounts, such provision will be treated both (i) as part of
the Relevant Part insofar as it relates to the BUK BoE Settlement Accounts
and (ii) as part of the Retained Part insofar as it relates to accounts other than
the BUK BoE Settlement Accounts;
Relevant Priority
Deed
means an agreement or instrument pursuant to which BBPLC and one or more third
party secured creditors agree among themselves the order of priority in which their
separate Security Interests from the same Relevant Security Interest Provider will
rank, the subordination of claims in relation to the liabilities secured by such Security
Interests, any agreement as to the basis on which the proceeds of realisation of such
Security Interests will be distributed, or any agreement as to the standstill or
postponement of claims in relation to the liabilities secured by such Security Interests
but excluding any Intercreditor Agreement;
Relevant
Qualifying
Condition
means the qualifying condition set out:
(A) in the case of a body corporate or partnership, in article 4 of the CAO; and
(B) in the case of an organisation which is not a body corporate or a partnership,
in article 5 of the CAO;
Relevant Security
Agreement
means an agreement or instrument constituting or creating a Relevant Security
Interest (including, without limitation, any debenture, pledge, mortgage, charge,
assignment by way of security or other document or agreement constituting or
creating security, howsoever described) provided that if the relevant agreement or
instrument is a composite agreement comprising both the creation of a Security Trust
Security Interest and an In-Scope Business Banking Product in a single document, it
means only that part of the document constituting or creating the Relevant Security
Interest and related terms and not that part creating the relevant In-Scope Business
Banking Product;
Relevant Security
and Guarantee
Agreement
has the meaning given to it in Clause 10.8;
Relevant Security
Interest
means a BUK Security Interest and/or a Security Trust Security Interest;
113
Relevant Security
Interest Provider
means an In-Scope Customer, a Relevant Guarantor and/or a Third Party Security
Provider;
Relevant Set-Off
Provision
means a clause, term, condition or other such contractual provision of an agreement
to which:
(A) in the case of a Transferring Customer Deposit or a Non-Transferring Customer
Deposit, BBPLC is a party and which provides (howsoever worded and whether
express or implied) that BBPLC may set off any amount which it may owe to the
relevant depositor against any amount which that depositor or any other person
may owe to BBPLC and/or any affiliate and/or any member of BBPLC’s group;
and/or
(B) in the case of a BUK Customer Contract, Split Contract or a Retained Contract,
BBPLC is a party and which provides (howsoever worded and whether express
or implied) that BBPLC may set off any sums which may be owed to it by a
counterparty to the relevant agreement or any other person against any amount
which BBPLC and/or any affiliate and/or any member of BBPLC’s group may owe
to that counterparty,
in each case, excluding any Security Set-Off Provision.
Relevant Tax
Asset
means a right of a Relevant Transferor to repayment of Tax;
Relevant Tax
Liability
means a Liability of a Relevant Transferor to Tax;
Relevant
Transferee
means:
(A) in respect of the Transferring BUK Business, the Transferring BUK Assets, the
Residual BUK Assets, the Assumed BUK Liabilities, the Residual BUK
Liabilities, Relevant Guarantees, BUK Security Interests and/or any other matter
connected or related to the Transferring BUK Businesses (including
Proceedings arising in respect of such business), BBUKPLC;
(B) in respect of Transferring BISL Business, the Transferring BISL Assets, Residual
BISL Assets, the Assumed BISL Liabilities, the Residual BISL Liabilities and/or
any other matter connected or related to the Transferring BISL Businesses
(including Proceedings arising in respect of such businesses), BISL; and
(C) in respect of Security Trust Security Interests, the Security Trustee,
and for the avoidance of doubt, the “Relevant Transferee” in respect of any Reserve
Account referred to in Clause 7.3(A)(i) shall be BBUKPLC, and the “Relevant
Transferee” in respect of any Securities Investment Account referred to in Clause
7.3(A)(ii) shall be BISL.
114
Relevant
Transferor
means:
(A) in respect of the Transferring BUK Business and/or any other matter connected
or related to the Transferring BUK Businesses (including Proceedings arising in
respect of such business) and any Relevant Security Interest and Relevant
Guarantee comprised in such Transferring BUK Businesses which after the
Relevant Date is to be held for the benefit of BBUKPLC, BBPLC;
(B) in respect of Transferring BISL Business, the Transferring BISL Items and/or any
other matter connected or related to the Transferring BISL Businesses (including
Proceedings arising in respect of such businesses), the Relevant BISL
Transferor;
(C) in respect of Relevant Security Interests and Relevant Guarantees, BBPLC; and
(D) where the context requires, in respect of ServCo Operations, the ServCo Items
and/or any matter connected or related to the ServCo Operations (including
Proceedings arising in respect of such operations), BBPLC;
Reserve Account has the meaning given to it in Clause 7.3(A);
Residual Assets means the Residual BUK Assets and the Residual BISL Assets;
Residual BISL
Asset
means any asset or property of a Relevant BISL Transferor which would be a
Transferring BISL Asset but which:
(A) the Court does not have jurisdiction to transfer;
(B) despite having such jurisdiction, the Court determines not to so transfer;
(C) or the Relevant BISL Transferor and BISL agree in writing prior to the Effective
Time would be more conveniently, or which pursuant to the terms of this
Scheme is to be, transferred after the Effective Time,
and any proceeds of sale or income or other accrual or return whatsoever, whether
or not in any case in the form of cash, or other asset earned or received from time
to time after the Effective Time, in each case in respect of any asset or property
described in limbs (A), (B) or (C) above;
Residual BISL
Liability
means any Liability or obligation of a Relevant BISL Transferor which would be an
Assumed BISL Liability but which:
(A) relates to a Residual BISL Asset and arises at any time before the Subsequent
Transfer Date applicable to that Residual BISL Asset;
(B) the Court does not have jurisdiction to transfer;
115
(C) despite having jurisdiction to transfer, the Court determines not to so transfer; or
(D) the Relevant BISL Transferor and BISL agree in writing prior to the Effective
Time would more conveniently be, or which pursuant to the terms of this
Scheme is to be, transferred after the Effective Time;
Residual BUK
Asset
means any asset or property of BBPLC which would be a Transferring BUK Asset but
which:
(A) the Court does not have jurisdiction to transfer;
(B) despite having such jurisdiction, the Court determines not to so transfer; or
(C) BBPLC and BBUKPLC agree in writing prior to the Effective Time would be
more conveniently, or which pursuant to the terms of this Scheme is to be,
transferred after the Effective Time,
and any proceeds of sale or income or other accrual or return whatsoever, whether or
not in any case in the form of cash, or other asset earned or received from time to
time after the Effective Time, in each case in respect of any asset or property
described in limbs (A), (B) or (C) above;
Residual BUK
Liability
means any Liability or obligation of BBPLC which would be an Assumed BUK Liability
but which:
(A) relates to a Residual BUK Asset and arises at any time before the Subsequent
Transfer Date applicable to that Residual BUK Asset;
(B) the Court does not have jurisdiction to transfer;
(C) despite having jurisdiction to transfer, the Court determines not to so transfer; or
(D) BBPLC and BBUKPLC agree in writing prior to the Effective Time would more
conveniently be, or which pursuant to the terms of this Scheme is to be,
transferred after the Effective Time;
Residual
Guarantees
has the meaning given to it in Clause 17.2(D);
Residual
Guarantee
Transfer Date
means, in respect of a Residual Guarantee, the date on which either of the events in
Clause 17.3(A) or 17.3(B) occurs in respect of that Residual Guarantee;
Residual
Liabilities
means the Residual BUK Liabilities and Residual BISL Liabilities;
Residual Security has the meaning given to it in Clause 17.2(C);
116
Residual Security
Transfer Date
means, in respect of a Residual Security, the date on which either of the events in
Clause 17.3(A) or 17.3(B) occurs in respect of that Residual Security;
Retained Assets means any rights, assets, property or benefit of BBPLC in respect of the Retained
Businesses as at the Relevant Date and listed in the definition of Retained Items;
Retained AT1 Debt
Securities
means the whole of, or any part of, any Debt Securities issued by BBPLC (as
amended from time to time), where BPLC is the sole holder, constituting additional
tier one capital for the purposes of the CRR, allocated to be held by BBPLC in the
Barclays Treasury System immediately prior to the Effective Time;
Retained
Barclaycard
Product
means any Barclaycard product or service offered or provided by BBPLC (including
those offered under the name ‘Barclaycard’ or other names used from time to time by
the Barclaycard business of BBPLC) that is within one of the following categories:
(A) credit, charge, prepaid and virtual cards and other payment solutions provided
to small businesses (including self-employed individuals or sole traders in their
capacities as self-employed individuals or sole traders), corporate customers
and government customers;
(B) merchant acquiring, payment processing and e-commerce gateway services to
business and corporate customers;
(C) secured and unsecured fixed term loans, including point-of-sale consumer
finance through partnerships with retailers and motor dealerships (including any
such products or services offered under the name ‘Barclays Partner Finance’);
and
(D) any payment solutions (including credit cards), loans, and other products or
services that are, in each case, Non-UK Products;
Retained BBPLC
Supplier Contract
means any contract, commitment, engagement, undertaking or other agreement (i)
for the provision of services to BBPLC and/or other members of the Group by a
person who is not a member of the Group, (ii) to which BBPLC (as recipient) is a
party at the Effective Time, and in respect of which at least one of the following
applies:
(A) the relevant contract, commitment, engagement, undertaking or agreement
relates exclusively to the Retained Businesses and the underlying services,
assets or software which are the subject matter of such contract, commitment,
engagement, undertaking or agreement directly relate to the senior
management judgment and decision-making of BBPLC and which affect the
prudential soundness of BBPLC;
(B) the relevant contract, commitment, engagement, undertaking or agreement
relates exclusively to the Retained Businesses and is otherwise required to be
held by BBPLC under applicable law (which, for the purposes of this definition,
includes any rules made by the PRA or FCA), including (but not limited to) any
117
such contract, commitment, engagement, undertaking or agreement relating to
client money and asset (CASS) arrangements in respect of the Retained
Businesses;
(C) any contract, commitment, engagement, undertaking or agreement which would
have been a Transferring BUK Supplier Contract but for the exclusion in the
definition of Transferring BUK Supplier Contract for contracts which would
involve BBUKPLC incurring an exposure to a Relevant Financial Institution and
for which there is no applicable exception or exemption allowing BBUKPLC to
incur such exposure under the EAPO, and where such contract is required by
applicable law (which, for the purposes of this definition, includes any rules
made by the PRA or FCA) to be held by a regulated entity;
(D) in respect of which, the underlying services, assets or software which are the
subject matter of such contract, commitment, engagement, undertaking or
agreement support BBPLC’s activities of distributing, brokering or introducing a
regulated product to persons who are not In-Scope Customers in respect of
such products;
(E) in respect of which, the underlying services which are the subject matter of such
contract, commitment, engagement, undertaking or agreement are provided in
respect of a sub-investment manager agreement relating to the Retained
Businesses;
(F) such contract, commitment, engagement, undertaking or agreement involves
the third party service provider providing payment services on behalf of BBPLC
in respect of the Retained Businesses;
(G) in respect of which, the underlying services, assets or software which are the
subject matter of such contract, commitment, engagement, undertaking or
agreement are services which support the operation of the business acquired by
BBPLC from, or operated by, The Logic Group Holdings Company Limited and
any of its subsidiaries; or
(H) any contracts which BBPLC notifies to the relevant counterparty to such contract
prior to the Effective Time that such contract shall be retained by BBPLC after
the Scheme has become effective;
Retained
Businesses
means the business of BBPLC which does not constitute any part of the Transferring
Businesses (including the relevant Transferring Items, Relevant Security Interests,
BUK Guarantees and Part Transferring Split Guarantees comprised in such
Transferring Businesses) or ServCo Operations, and including any business
comprised in, or products and/or services provided by, the Investment Bank;
Retained Contract means:
118
(A) any commitments, engagements, undertakings or other agreements entered into
between BBPLC and one or more customers exclusively related to Non-
Transferring Products;
(B) any distribution agreements between BBPLC and a third party exclusively in
respect of products or services provided exclusively to persons who are not In-
Scope Customers in respect of those products or services;
(C) any sub-distribution agreement of any distribution agreement referred to in limb
(B) between BBPLC and at least one other person (including a third party or
another member of the Group) as distributor, under which BBPLC sub-contracts
all or part of the distribution activities under the relevant distribution agreement
to another person;
(D) any investment management agreement between BBPLC (as investment
manager) and at least one other person (including a third party or another
member of the Group) appointing BBPLC as investment manager exclusively in
respect of products or services provided exclusively to persons who are not In-
Scope Customers in respect of those products or services;
(E) any sub-investment management of any investment management agreement
referred to in limb (D) between BBPLC and at least one other person (including
a third party or another member of the Group) as investment manager, under
which BBPLC sub-contracts all or part of the investment management activities
under the relevant investment management agreement to another person;
(F) any sub-investment management agreement between a Relevant Transferor (as
investment manager) and Barclays Asset Management Limited under which
BBPLC is appointed by Barclays Asset Management Limited as investment
manager exclusively in respect of products or services provided exclusively to
persons who are not In-Scope Customers in respect of those products or
services;
(G) any agreement between BBPLC and an In-Scope WIM Offshore Bond Customer
which would fall within the definition of Transferring WIM Offshore Bond
Contract or Split WIM Offshore Bond Contract and in respect of which, BBPLC
has notified the relevant In-Scope WIM Offshore Bond Customer prior to the
Effective Time that such contract shall not be treated as a Transferring WIM
Offshore Bond Contract or Split WIM Offshore Bond Contract (as applicable);
(H) any custody agreement to which BBPLC (as recipient of the relevant custody
service) is a party and which relate exclusively to products or services provided
to persons who are not In-Scope Customers in respect of those products or
services
(I) any custody agreements to which BBPLC (as recipient of the relevant custody
service) is a party and which relate to In-Scope WIM BISL Products, and in
119
respect of which at the Effective Time, BISL has a custody agreement with the
same counterparty on materially similar terms;
(J) the Retained Services IGA; and
(K) the Retained BBPLC Supplier Contracts,
and any other contract which is not treated as a Transferring Contract, a Split
Contract or a ServCo Contract or as otherwise transferring to another person under
this Scheme;
Retained
Corporate Product
means any product or service (including those offered under the names ‘Business
Banking’ and ‘Corporate Banking’) provided by the Corporate and Business Banking
Business Unit which is:
(A) listed in Appendix 2;
(B) a Retained Subscription Product; and/or
(C) a Non-UK Product;
Retained FMI
Participations
means BBPLC’s participations in financial market infrastructures in respect of the
Retained Businesses and allocated to be held by BBPLC in the Barclays Treasury
Systems immediately prior to the Effective Time;
Retained Items means the assets and Liabilities of the Relevant Transferors which are not
Transferring BUK Items (or Relevant Security Interests or Relevant Guarantee
Agreements comprised in the Transferring BUK Businesses), Transferring BISL
Items, Security Trust Security Interests or ServCo Items, and including:
(A) the rights and benefits of any contract (including any Retained Contract) that is
not transferring to a Relevant Transferee (other than a Split Contract) or ServCo,
and any Liabilities in respect of such contracts;
(B) the rights and benefits of any Retained Part of a Split Contract or other
documentation to be split under this Scheme, and any Liabilities in respect of
such Retained Part;
(C) any Liabilities of BBPLC under or in respect of Non-Transferring Customer
Deposits;
(D) any Liabilities of BBPLC under or in respect of any guarantees, letters of credit
and other commitments given to or on behalf of (as appropriate) customers who
are not In-Scope Customers;
(E) the rights and benefits of, and any Liabilities under or in respect of, any
intellectual property rights held by or licensed to BBPLC in respect of the
Retained Businesses, other than (i) in respect of the Brand IP Licence, the BUK
120
ServCo Non-Exclusive Licence, the BUK Security Trustee Non-Exclusive
Licence and the BUK Service IGA or (ii) any Liabilities which are to be treated as
Assumed BUK Liabilities under Clause 20.3;
(F) the benefit of any rights or claims of the Relevant Transferor under, or any
Liabilities of the Relevant Transferor under or in respect of, warranties,
representations, conditions, covenants, undertakings, guarantees or indemnities
whether express or implied and whether arising under contract, undertaking or
agreement to the extent that such rights or claims relate to the Retained
Businesses (in relation to BBPLC) or the part of WPML’s businesses that does
not constitute the Transferring BISL Businesses (in respect of WPML);
(G) any goodwill of a Relevant Transferor that that does not relate to the
Transferring Businesses or ServCo Operations;
(H) the rights of BBPLC in respect of any dormant BINs held in relation to closed
Barclaycard product portfolios, regardless of whether the relevant products fall
within the definition of In-Scope Barclaycard Products;
(I) any rights, title and interest in, and any Liabilities of the Relevant Transferor
under or in respect of, data, files, documents and information held by a Relevant
Transferor to the extent that it does not relate to or is comprised as part of the
Transferring Businesses or ServCo Operations, and any other data, files and
information where the transfer of the same would be prohibited by applicable
law;
(J) any licences or authorisations granted to a Relevant Transferor by a regulatory
body;
(K) BBPLC’s rights, title and interest in, and any Liabilities under or in respect of,
any properties that are not BUK Properties or ServCo Properties;
(L) BBPLC’s rights, title and interest in any insurance policy in respect of which
BBPLC is the policyholder;
(M) any:
(1) loss, relief, allowance or credit in respect of any Tax arising to BBPLC or
WPML; and
(2) deduction in computing income, profits or gains for the purposes of any Tax
chargeable on or payable by BBPLC or WPML; and
(N) any Relevant Tax Asset, to the extent that the Tax repayable arose in respect of,
or was attributable to, Non-relevant Activity
121
(O) any Relevant Tax Liability, to the extent arising in respect of or attributable to
Non-relevant Activity;
(P) any Retained Treasury Instruments and associated hedging instruments (other
than the BUK Treasury Items), and any Liabilities of BBPLC in respect of any
such assets or associated hedging instruments;
(Q) any rights, title and interest in, or Liabilities of BBPLC in respect of, accounts,
facilities and funding held pursuant to the Bank of England’s Sterling Monetary
Framework other than the BUK BoE Central Bank Accounts and Facilities, the
BUK BoE Settlement Accounts, the Relevant Parts of the BUK BoE Central
Bank Documentation and the Relevant Parts of the BUK BoE Settlement
Account Documentation;
(R) any membership of BBPLC in any Payment Scheme other than the Transferring
BUK Payment Schemes;
(S) BBPLC’s rights, title and interest in, and any Liabilities of BBPLC under or in
respect of, the Retained Payment Schemes Reference Data;
(T) any rights, title and interest in, or Liabilities of BBPLC in respect of, any
participations, accounts or documentation associated with the Retained FMI
Participations;
(U) any Liabilities under or in respect of customer complaints made against BBPLC
in respect of the Retained Businesses; and
(V) any Liabilities of BBPLC arising out of the ownership, use, possession,
enjoyment, transfer or operation of any asset, right, property or benefit of
BBPLC listed in limbs (A) to (T) above to the extent related to the Retained
Businesses;
Retained
Mortgage Product
means any personal banking product or service (including those offered under the
names ‘Personal Banking’ and ‘Premier Banking’) offered or provided by BBPLC
which is:
(A) a Non-UK Product;
(B) a mortgage lending product and/or service in respect of which the security was
provided over a real estate property located outside of the United Kingdom
(other than mortgage lending products and/or services provided by the Personal
Banking Business Unit where the relevant real estate property is located in
Gibraltar and the relevant mortgage lending product and/or service is booked in
a branch of BBPLC in the United Kingdom); or
(C) a mortgage lending product and/or service for which the security is comprised
within a complex collateral structure whereby security was provided by the
122
relevant customer over both real property and other assets or over more than
one residential property;
Retained Part means (a) in relation to any Split Contract, Split Debt Sale Agreement, BUK BoE
Central Bank Documentation or BUK BoE Settlement Account Documentation, the
part of such contract or documentation which is not a Relevant Part, and (b) in
relation to any Retained Treasury Instrument, only the relevant contracts, agreements
and such other documentation which represents or documents such parts of a
Retained Treasury Instrument being allocated to be held by BBPLC in the Barclays
Treasury System immediately prior to the Effective Time;
Retained Payment
Schemes
Reference Data
means any industry reference data relating to the use of the Payment Schemes in
respect of the Retained Businesses;
Retained Product means any Retained Barclaycard Product, any Retained Corporate Product, any
Retained Mortgage Product, any Retained WIM Product, any Investment Bank
Product, any product comprised of a hedging or derivative product or transaction
(without prejudice to the transfer of any BUK Treasury Item (including any In-Scope
Hedging Agreement or In-Scope Hedging Credit Support Agreement), BUK FMI Item
or Transferring BUK Subsidiary Contract to BBUKPLC pursuant to this Scheme) and
any Non-UK Product;
Retained Related
Party Liabilities
means any Liabilities due or owed to BBPLC which are not BUK Related Party
Liabilities or otherwise transferring to a Relevant Transferee or ServCo pursuant to
this Scheme;
Retained Senior
Unsecured Debt
Loan
means the whole of, or any part of, any senior, unsecured loan between BPLC (as
lender) and BBPLC (as borrower) (as amended from time to time), and allocated to
be held by BBPLC in the Barclays Treasury System immediately prior to the Effective
Time;
Retained Services
IGA
means the intra-group agreement between BBPLC (as service recipient) and ServCo
(as service provider) which governs the provision of services by ServCo to BBPLC in
respect of the Retained Businesses;
Retained
Subscription
Product
means:
(A) any product comprising a loan to a partner or member of a partnership or limited
liability partnership for the purposes of that partner or member making a capital
contribution or meeting a capital call in respect of that partnership or limited
liability partnership where such partnership or limited liability partnership is not
an In-Scope Business Banking Customer;
(B) any loan sold through the team within the Corporate and Business Banking
Business Unit known at the Effective Time as the ‘Professional Services team’
where such loan is to:
123
(i) a partner or member of a partnership or limited liability partnership;
(ii) an individual to subscribe for capital in a company; or
(iii) an individual to make a loan to a company, partnership or limited liability
partnership,
where such company, partnership or limited liability partnership is not an In-Scope
Business Banking Customer,
in each case excluding:
(a) any product sold as a “Pension Loan for Professionals” or a “Barclays
Pension Loan for Professionals”; or
(b) any loan where BBPLC has notified the borrower in writing that such loan will
be transferred to BBUKPLC;
Retained T2 Debt
Securities
means the whole of, or any part of, any Debt Securities issued by BBPLC (as
amended from time to time), where BPLC is the sole holder, constituting tier two
capital for the purposes of the CRR, and allocated to be held by BBPLC in the
Barclays Treasury System immediately prior to the Effective Time;
Retained Treasury
Instrument
Amendments
means the amendments to each of the Retained Treasury Instrument Documents and
each Retained Part of each Retained Treasury Instrument to be made by operation of
this Scheme which BPLC and BBPLC have determined are required as a result of,
and to reflect, the substitutions, transfers and splitting of the relevant instruments
pursuant to the Scheme, and which include:
(A) amending the terms to reflect the revised BBPLC capital and group structure
(howsoever defined); and
(B) updating terms relating to parity or junior obligations relevant to the Retained
Treasury Instruments to ensure that they only refer to appropriate rights and
obligations of BBPLC, in each case following the transfers and substitutions
made pursuant to this Scheme,
(as applicable to the relevant Retained Treasury Instrument Documents and the
Retained Part of each Retained Treasury Instrument) in each case, in respect of
which the PRA, prior to the date of the Order, has expressed no objection);
Retained Treasury
Instrument
Document
means any contracts, agreements or other such documentation (as amended from
time to time) entered into by BBPLC and/or BPLC constituting or evidencing any
Retained Treasury Instruments (including, but not limited to, any loan, Debt Security
or related deed of covenant) which are allocated exclusively to be held by BBPLC in
the Barclays Treasury System immediately prior to the Effective Time;
124
Retained Treasury
Instruments
means any Retained AT1 Debt Securities, Retained T2 Debt Securities and/or
Retained Senior Unsecured Debt Loans;
Retained WIM
Product
means any wealth and investments product or service (including those offered under
the name ‘Wealth and Investments’) provided as wealth management products and
services by the Wealth Business Units to individuals and families with substantial
personal wealth, persons who work as professionals (including solicitors,
accountants, management consultants and barristers), entrepreneurs, persons
working in the sports, media and entertainment industries, and charity customers of
BBPLC, which is:
(A) listed in Appendix 3;
(B) a Non-UK Product; or
(C) a WIM Investment Advisory Service provided in respect, of an In-Scope WIM
Offshore Bond Product, GS&RS Product or an In-Scope WIM Pension Product
under which the end-customer falls within one of the exceptions in limbs (A) to
(E) of the definition of In-Scope WIM Customer;
SAMS Hardship
Scheme
means the scheme set up by BBPLC to assist customers who were previously sold
shared appreciation mortgages and who, as a result of such shared appreciation
mortgages, are in financial hardship and unable to move home or adapt their existing
homes, including the provision of cash grants and interest free assistance loans to
such customers by BBPLC;
Sanctions
Authority
means any relevant government, agency or legislature in the US, the United
Kingdom, the European Union or its member States, or other relevant jurisdiction,
including but not limited to the US Treasury Department’s Office of Foreign Assets
Control (OFAC), the US State Department, the United Nations Security Council, and
Her Majesty’s Treasury in the United Kingdom;
Sanctions
Customers
means any customer of the Group that is (a) designated by a Sanctions Authority or
(b) owned or controlled by, or acting on behalf of, a person or entity that is designated
by a Sanctions Authority or otherwise the target of economic sanctions administered
by a Sanctions Authority, or (c) organised in a foreign jurisdiction against which the
relevant governmental authority maintains a trade embargo, economic sanction or
other similar prohibition pursuant to which dealing with such person or entity is
prohibited, in each case, to the extent prohibited by applicable law;
Secured Contract has the meaning given to it in Clause 22.3;
Secured Liabilities has the meaning given to it in Clause 9.1(C);
Securities
Investment
Account
has the meaning given to it in Clause 7.3(A);
125
Security Charging
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement pursuant to which a Relevant Security Interest Provider charges,
mortgages, pledges, encumbers, assigns by way of security or provides such other
security (howsoever described) to BBPLC for the purpose of charging or securing the
relevant Secured Liabilities;
Security Covenant
to Pay Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement pursuant to which the Relevant Security Interest Provider who is
subject to the Relevant Security Interest has undertaken to BBPLC to pay or
discharge (howsoever described) the relevant Secured Liabilities;
Security
Guarantee
means a clause, term, condition or such other contractual provision of a Relevant
Security Agreement pursuant to which a Relevant Security Interest Provider who is
not the primary obligor provides a Guarantee to BBPLC in respect of the performance
of the relevant Secured Liabilities by the primary obligor;
Security
Guarantee
Agreement
has the meaning given to it in Clause 12.6;
Security
Guarantee
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement pursuant to which the Relevant Guarantor covenants or
undertakes, or is otherwise obliged, to ensure that the primary obligor fulfils the
Relevant Guaranteed Liabilities;
Security
Indemnity
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement which requires or obliges a Relevant Security Interest Provider
who is subject to the Relevant Security Interest to pay or indemnify or otherwise
compensate BBPLC for any costs, expenses, charges, liabilities, damage or such
other loss (howsoever described) pursuant to the terms of the Relevant Security
Agreement;
Security Interest means any mortgage, charge, pledge, lien, security assignment, hypothecation or
other arrangement entered into for the purpose of providing security and any other
encumbrance or security interest of any kind having the effect of securing any liability
or obligation of any person;
Security PoA
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement pursuant to which BBPLC is appointed as the attorney
(howsoever expressed or described) of the Relevant Security Interest Provider to
perform any acts or obligations of, or on behalf of, such Relevant Security Interest
Provider pursuant to the terms of a Relevant Security Agreement or as otherwise
contemplated by a Relevant Security Agreement;
Security Power of
Appointment
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement which confers rights (howsoever expressed or described, and
including any related rights or benefits) in favour of BBPLC to appoint a liquidator,
126
receiver, manager, administrative receiver or administrator (or any other similar
insolvency officeholder or practitioner);
Security Set-Off
Provision
means a clause, term, condition or other such contractual provision of a Relevant
Security Agreement pursuant to which BBPLC is entitled to set off sums owed to it by
the Relevant Security Interest Provider under a Relevant Security Agreement against
any other sums which are due or owed to the Relevant Security Interest Provider by
BBPLC or are otherwise on deposit in an account held by BBPLC;
Security Trust means the trust in respect of the Security Trust Security Interests established for the
benefit of the Security Trust Secured Parties pursuant to the terms of the Security
Trust Deed;
Security Trust
Customer
Liabilities
means any actual or contingent present or future liabilities of any:
(A) In-Scope Business Banking Customer under or in respect of (at the Effective
Time) any (i) In-Scope Business Banking Product, or (ii) Retained Corporate
Product; or
(B) any Bespoke Straddling Customer under or in respect of (at the Effective Time)
any Bespoke Straddling Customer In-Scope Products of that Bespoke
Straddling Customer provided by the Corporate and Business Banking Business
Unit;
Security Trust
Deed
means a security trust and intercreditor agreement among the Security Trustee,
BBPLC,BBUKPLC and certain other members of the Group, dated on or about the
date of the Effective Time, constituting the Security Trust, as may, from time to time,
be amended, varied, amended and restated and/or replaced or superseded;
Security Trust
Secured Parties
means BBPLC and BBUKPLC;
Security Trust
Security Interest
means a Security Interest (and all rights and obligations in relation to the registration
of any such Security Interest on any relevant register, whether or not such Security
Interest is still outstanding) granted by a Relevant Security Interest Provider (or
otherwise arising) partially or wholly in respect of Security Trust Customer Liabilities
and which is not:
(A) a Third Party Administered Security;
(B) created in respect of a Personal Banking Mortgage;
(C) granted specifically in respect of a Syndicatable Loan Facility or Syndicated
Loan Facility; or
(D) securing BUK Related Party Liabilities only and governed by the laws of a
jurisdiction other than England and Wales, Scotland or Northern Ireland; and
127
(E) securing both BUK Related Party Liabilities and Retained Related Party
Liabilities and governed by the laws of a jurisdiction other than England and
Wales, Scotland or Northern Ireland;
Security Trustee means Barclays Security Trustee Limited, a company incorporated in England
(registered number: 10825314), whose registered office is at 1 Churchill Place,
London, E14 5HP;
ServCo means Barclays Services Limited, a company incorporated in England (registered
number: 01767980), whose registered office is at 1 Churchill Place, London, E14
5HP;
ServCo Assets means any rights, assets, property or benefit of BBPLC in respect of the ServCo
Operations as at the ServCo Relevant Date and listed in the definition of ServCo
Items;
ServCo Assumed
Liabilities
means any Liabilities of BBPLC in respect of (and to the extent related to) the ServCo
Operations as at the ServCo Relevant Date and listed in the definition of ServCo
Items;
ServCo Contracts means:
(A) the ServCo Supplier Contracts;
(B) any lease agreement between BBPLC and a landlord in respect of a ServCo
Property; and
(C) any contract, commitment, engagement, undertaking or other agreement in
respect of which BBPLC is a party and which will be required by ServCo to
perform the ServCo Operations on an ongoing basis;
ServCo Items means all of the rights, assets, property and benefit of BBPLC, and any Liabilities of
BBPLC, as of the ServCo Relevant Date in respect of the following:
(A) the rights and benefits (subject to the burden) of BBPLC under the ServCo
Contracts, and any Liabilities of BBPLC under or in respect of the ServCo
Contracts;
(B) BBPLC’s rights, title and interest in the ServCo Properties and any associated
Fixtures and Fittings in respect of such ServCo Properties, and any Liabilities of
BBPLC under or in respect of such ServCo Properties and associated Fixtures
and Fittings, including in respect of any lease agreements in respect of such
ServCo Properties which are leasehold properties, but not including any
Liabilities arising under or in respect of any contract relating to a ServCo
Property which is a Retained Contract;
128
(C) BBPLC’s rights, titles, and interest in, and any Liabilities of BBPLC under or in
respect of, all data held by BBPLC to the extent relating to the ServCo
Operations; and
(D) any Liabilities of BBPLC under or in respect of the ownership, use, possession,
enjoyment, transfer or operation of the assets listed in limbs (A) to (C) above to
the extent related to the ServCo Operations,
for the avoidance of doubt, excluding the Retained Items and Security Trust Security
Interests;
ServCo
Operations
means the remaining operations of BBPLC in the United Kingdom at the Effective
Time in relation to the functioning of ServCo and the provision of services by ServCo
and its subsidiaries, and third party suppliers, to BBPLC, BBUKPLC and other
members of the Group;
ServCo Properties means:
(A) those leasehold interests of BBPLC in the United Kingdom which are listed in
Appendix 5 to this Scheme; and
(B) any new leasehold interests entered into prior to the Effective Time by BBPLC in
the United Kingdom in respect of properties dedicated to the Group’s office
space and facilities (excluding any branch properties),
save to the extent (i) that such leases expire or are terminated prior to the Effective
Time and (ii) that in respect of any such property above, ServCo and BBPLC agree in
writing prior to the Effective Time to exclude such property from this Scheme;
ServCo Relevant
Date
means:
(A) subject to limb (B), the Effective Time in respect of the ServCo Operations and
ServCo Items; and
(B) each applicable ServCo Subsequent Transfer Date in respect of the transfer of
the ServCo Residual Assets and ServCo Residual Liabilities;
ServCo Residual
Asset
means any asset or property of BBPLC which would be a ServCo Asset but which:
(A) the Court does not have jurisdiction to transfer;
(B) despite having such jurisdiction, the Court determines not to so transfer; or
(C) BBPLC and ServCo agree in writing prior to the Effective Time would be more
conveniently, or which pursuant to the terms of this Scheme is to be, transferred
after the Effective Time,
129
and any proceeds of sale or income or other accrual or return whatsoever, whether
or not in any case in the form of cash, or other asset earned or received from time
to time after the Effective Time, in each case in respect of any asset or property
described in limbs (A), (B) or (C) above;
ServCo Residual
Liability
means any Liability or obligation of BBPLC which would be a ServCo Assumed
Liability but which:
(A) relates to a ServCo Residual Asset and arises at any time before the ServCo
Subsequent Transfer Date applicable to that ServCo Residual Asset;
(B) the Court does not have jurisdiction to transfer;
(C) despite having jurisdiction to transfer, the Court determines not to so transfer; or
(D) BBPLC and ServCo agree in writing prior to the Effective Time would more
conveniently be, or which pursuant to the terms of this Scheme is to be,
transferred after the Effective Time;
ServCo
Subsequent
Transfer Date
means, in relation to any ServCo Residual Asset or ServCo Residual Liability, each
date after the Effective Time on which such ServCo Residual Asset or ServCo
Residual Liability is or is to be transferred to ServCo:
(A) in respect of any asset falling within limbs (A) or (B) of the definition of ServCo
Residual Asset, and in respect of any Liability falling within limbs (B) and (C) of
the definition of ServCo Residual Liability, the date on which the requisite order
or recognition or other step required to enable the same to be transferred to
ServCo upon the terms of this Scheme is obtained or no longer required;
(B) in respect of any asset falling within limb (C) of the definition of ServCo Residual
Asset, and in respect of any Liability falling within limb (D) of the definition of
ServCo Residual Liability, the date on which BBPLC and ServCo agree that the
transfer shall take effect; and
(C) in respect of any other ServCo Residual Asset, and in respect of any Liability
falling within limb (A) of the definition of ServCo Residual Liability, the date on
which such ServCo Residual Asset or ServCo Residual Liability is received,
earned or incurred by BBPLC, to the extent that such transfer is possible under
this Scheme and BBPLC and ServCo agree that such transfer should take
place;
ServCo Supplier
Contract
means any contract, commitment, engagement, undertaking or other agreement (i)
for the provision of services in the United Kingdom to BBPLC and/or other members
of the Group by a person who is not a member of the Group, (ii) to which BBPLC (as
recipient) is a party at the Effective Time, and (iii) which is governed by the laws of
England and Wales, Scotland or Northern Ireland, including any:
130
(A) licences or other rights, including in respect of software, required to perform the
ServCo Operations or existing operations of ServCo as of the Effective Time;
(B) any contract, commitment, engagement, undertaking or agreement which would
have been a Transferring BUK Supplier Contract but for the exclusion in the
definition of Transferring BUK Supplier Contract for contracts which would
involve BBUKPLC incurring an exposure to a Relevant Financial Institution and
for which there is no applicable exception or exemption allowing BBUKPLC to
incur such exposure under the EAPO, other than any such contract which is
required by applicable law (which, for the purposes of this definition, includes
any rules made by the PRA or FCA) to be held by a regulated entity;
(C) any contract, commitment, engagement, undertaking or agreement for the
provision of legal services to the Group, including providers of specialist legal, e-
discovery and legal consultancy services;
(D) any contract, commitment, engagement, undertaking or agreement with
charities to whom BBPLC (or other members of the Group) pay charitable
donations; and/or
(E) any contracts which BBPLC notifies to the relevant counterparty to such contract
prior to the Effective Time that such contract shall transfer to ServCo under this
Scheme,
but excluding any contracts which BBPLC has negotiated with the relevant
counterparty to such contract to novate to ServCo and such novation is to take place
outside of this Scheme (whether before, at or after the Effective Time) and any
Transferring BUK Supplier Contracts or Retained BBPLC Supplier Contracts;
Set-Off BISL
Contract
means a BISL Customer Contract or Relevant Part of a Split Contract;
Set-Off
Deposit/Contract
means a Transferring Customer Deposit, a Non-Transferring Customer Deposit, a
BUK Customer Contract, a Relevant Part or Retained Part of a Split Contract or a
Retained Contract;
Shared Foreign
Law Security
means any Security Interest which would be a Security Trust Security Interest but for
limb (E) of the definition of Security Trust Security Interest;
Shared Guarantee means a Guarantee (other than a Security Guarantee) given by a Relevant Guarantor
in respect of Shared Guaranteed Liabilities;
Shared Guarantee
Agreement
means an agreement in respect of a Shared Guarantee;
131
Shared
Guaranteed
Liabilities
means both those BUK Related Party Liabilities and those Retained Related Party
Liabilities in respect of which a Guarantee has been provided by a Relevant
Guarantor;
Skilled Person means Mark Byers of Grant Thornton UK LLP;
Specified
Investment
Account Product
means products and services comprised of investment accounts provided under the
names ‘Barclays Stockbrokers Accounts’ or ‘Smart Investor Accounts’;
Split Ancillary
Business
Agreement
means any Split BUK/BBPLC Ancillary Business Agreement, any Split BUK/BISL
Ancillary Business Agreement, any Split BUK/BISL/BBPLC Ancillary Business
Agreement and any Split BISL/BBPLC Ancillary Business Agreement;
Split Ancillary
Document
means any document, including any letter, valuation, opinion (including a legal
opinion), confidentiality or non-disclosure agreement, waiver letter, instruction,
consent, mandate (including any mandate related to the movement of client money or
assets), authority, report, undertaking, endorsement as loss payee under any
insurance policy or contract, certificate of title, terms of appointment, claim, demand,
award, accreditation, petition, authorisation, court order, direction, decree,
declaration, customer preference, customer acknowledgement, amendment notice,
judgment, order of any insolvency practitioner (including, but not limited to, an
administrator, receiver or administrative receiver), standstill, subordination or
postponement agreement (other than a standstill, subordination or postponement
agreement in relation to a Relevant Security Interest), or certificate, which is:
(A) not a Transferring Ancillary Document; and
(B) is issued or entered into:
(i) on behalf of or in relation to:
(a) at least one Transferring Product; and
(b) relates also to Non-Transferring Products; and
(ii) by (or is addressed to) BBPLC or a Relevant Transferor in relation to such In-
Scope Customer and/or such Transferring Product(s), and which is intended
to be relied upon by, and to confer rights upon, such Relevant Transferor, or
which has been disclosed to such Relevant Transferor on a non-reliance
basis for purposes in connection with the relevant Transferring Product;
Split BISL/BBPLC
Ancillary
Business
Agreement
means any agreement between a Relevant Transferor and a third party which is not a
Transferring BISL Ancillary Business Agreement and which is a (or an):
(A) distribution agreement between a Relevant Transferor (as distributor) and at
least one other person (including a third party or another member of the Group)
for the distribution of In-Scope WIM BISL Products (other than In-Scope WIM
132
Offshore Bond Products or In-Scope WIM Pension Products) and/or Retained
Products to persons who are In-Scope Customers (and, if applicable, persons
who are not In-Scope Customers);
(B) sub-distribution agreement of any distribution agreement referred to in limb (A)
between a Relevant Transferor and at least one other person (including a third
party or another member of the Group) as distributor, under which the Relevant
Transferor sub-contracts all or part of the distribution activities under the
relevant distribution agreement to another person;
(C) investment management agreement between a Relevant Transferor (as
investment manager) and at least one other person (including a third party or
another member of the Group) appointing the Relevant Transferor as investment
manager in respect of In-Scope WIM BISL Products and/or Retained Products
provided to In-Scope Customers (and, if applicable, persons who are not In-
Scope Customers);
(D) management agreement in respect of In-Scope WIM BISL Products and/or In-
Scope WIM Pension Products and/or Retained Products provided to In-Scope
Customers (and, if applicable, persons who are not In-Scope Customers) under
which a person is appointed as manager in respect of such In-Scope WIM BISL
Products and/or In-Scope WIM Pension Products and/or Retained Products and
to which a Relevant Transferor is a party;
(E) custody agreement or agreement ancillary to a custody arrangement between a
Relevant Transferor and a third party related to the provision of custody services
to the Relevant Transferor in relation to Transferring BISL Products and Non-
Transferring Products; or
(F) any other agreement ancillary to the provision of In-Scope WIM BISL Products
and/or In-Scope WIM Pension Products and/or Retained Products provided to
In-Scope Customers (and, if applicable, persons who are not In-Scope
Customers) to the extent not included in limbs (A) to (E) and to which a Relevant
Transferor is a party;
Split BISL/BBPLC
Customer
Contract
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and one or more customers that:
(A) is not a BISL Customer Contract or a Split WIM Offshore Bond Contract; and
(B) relates to both Transferring BISL Products and Non-Transferring Products;
Split BUK/BBPLC
Ancillary
Business
Agreement
means:
(A) any distribution agreement between a BBPLC and a third party (as distributor)
which:
133
(i) is not a Transferring Ancillary Business Agreement; and
(ii) relates to the provision of BUK Products to customers who are or may
become In-Scope Customers on the one hand, and the provision of BUK
Products to customers who are not or may not become In-Scope
Customers and/or the provision of Retained Products to persons who are
not or may not become In-Scope Customers on the other hand;
(B) any distribution agreement between BBPLC and, if applicable, other members of
the Group (in each case, as distributor), and a third party insurer which:
(i) is not a Transferring Ancillary Business Agreement; and
(ii) relates to the distribution of retail insurance products by BBPLC to both
In-Scope Customers and customers who are not In-Scope Customers;
(C) any distribution agreement between BBPLC and, if applicable, other members of
the Group (in each case, as distributor), and a third party which:
(i) is not a Transferring Ancillary Business Agreement; and
(ii) relates to the distribution of either In-Scope WIM Offshore Bond Products
or In-Scope WIM Pension Products,
(D) any agreement between BBPLC and a third party (as introducer) which:
(i) is not a Transferring Ancillary Business Agreement; and
(ii) relates to:
(a) the introduction of both persons who are or may become In-Scope
Customers and customers who are not or may not become In-Scope
Customers to BBPLC for the purposes of providing BUK Products; and/or
(b) the introduction of persons who are or may become In-Scope Customers
(and, if applicable, persons who are not or may not become In-Scope
Customers) to BBPLC both for the purposes of the provision of BUK Products
and the provision of Retained Products; and
(E) any agreement between BBPLC (as introducer) and a third party which:
(i) is not a Transferring Ancillary Business Agreement; and
(ii) relates to the introduction of both In-Scope Customers and customers
who are not In-Scope Customers to the relevant third party;
134
Split BUK/BBPLC
Customer
Contract
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and one or more customers that:
(A) is not a BUK Customer Contract; and
(B) relates to both Transferring BUK Products and Non-Transferring Products;
Split BUK/BISL
Ancillary
Business
Agreement
means any agreement between a Relevant Transferor and a third party which is not a
Transferring Ancillary Business Agreement and which is a:
(A) distribution agreement between a Relevant Transferor (as distributor) and at
least one other person (including a third party or another member of the Group)
for the distribution of both BUK Products and In-Scope WIM BISL Products to In-
Scope Customers;
(B) sub-distribution agreement of any distribution agreement referred to in limb (A)
between a Relevant Transferor and at least one other person (including a third
party or another member of the Group) as distributor, under which the Relevant
Transferor sub-contracts all or part of the distribution activities under the
relevant distribution agreement to another person; or
(C) any other agreement ancillary to the provision of Transferring BUK Products and
Transferring BISL Products to the extent not included in limbs (A) and (B) and
which is not a Transferring Ancillary Document or Split Ancillary Document, and
to which a Relevant Transferor is a party;
Split BUK/BISL
Customer
Contract
means any contracts, commitments, engagements, undertakings or other
agreements entered into between a BISL Transferor and one or more customers that:
(A) is not a BUK Customer Contract or a BISL Customer Contract; and
(B) relates to both Transferring BUK Products and Transferring BISL Products, but
not to any Non-Transferring Products;
Split
BUK/BISL/BBPLC
Ancillary
Business
Agreement
means any agreement between a Relevant Transferor and a third party which is not a
Transferring Ancillary Business Agreement, Split BUK/BBPLC Ancillary Business
Agreement or Split BUK/BISL Ancillary Business Agreement and which is a:
(A) distribution agreement between a Relevant Transferor (as distributor) and at
least one other person (including a third party or another member of the Group)
for the distribution to In-Scope Customers (and, if applicable, persons who are
not In-Scope Customers) of BUK Products, In-Scope WIM BISL Products and
Retained Products;
(B) a sub-distribution agreement of any distribution agreement referred to in limb (A)
between a Relevant Transferor and at least one other person (including a third
party or another member of the Group) as distributor, under which the Relevant
135
Transferor sub-contracts all or part of the distribution activities under the
relevant distribution agreement to another person; or
(C) any other agreement ancillary to the provision to In-Scope Customers (and, if
applicable, persons who are not In-Scope Customers) of BUK Products, In-
Scope WIM BISL Products and Non-Transferring Products to the extent not
included in limbs (A) and (B) and which is not a Transferring Ancillary Document
or Split Ancillary Document, and to which a Relevant Transferor is a party;
Split
BUK/BISL/BBPLC
Customer
Contract
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and one or more customers that:
(A) is not a BUK Customer Contract or a BISL Customer Contract; and
(B) relates to Transferring BUK Products, Transferring BISL Products and to Non-
Transferring Products;
Split Contract means any:
(A) Split BUK/BBPLC Customer Contract;
(B) Split BUK/BISL Customer Contract;
(C) Split BUK/BISL/BBPLC Customer Contract;
(D) Split BISL/BBPLC Customer Contract;
(E) Split WIM Offshore Bond Contract;
(F) Split Ancillary Business Agreement; and
(G) Split Debt Sale Agreement;
in each case, excluding any Relevant Security Agreement, Relevant Guarantee
Agreement, Syndicatable Loan Facility or Syndicated Loan Facility;
Split Debt Sale
Agreement
means any contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more third parties providing for the sale to
such third party or third parties of debt obligations owed to BBPLC that:
(A) is not a Transferring BUK Debt Sale Agreement; and
(B) relates to debts owed to BBPLC in respect of the Transferring BUK Businesses
and the Retained Businesses;
136
Split Treasury
Instrument
Document
means any contracts, agreements or other such documentation entered into between
BBPLC and BPLC constituting or evidencing any In-Scope BUK Treasury Instrument
which are not allocated exclusively to BBUKPLC in the Barclays Treasury System
systems immediately prior to the Effective Time;
Split WIM
Contract
means any Split BUK/BBPLC Customer Contract which relates in part to In-Scope
WIM BUK Products, Split BUK/BISL Customer Contract, Split BUK/BISL/BBPLC
Customer Contract, Split BISL/BBPLC Customer Contract or Split WIM Offshore
Bond Contract;
Split WIM
Offshore Bond
Contract
means any contracts, commitments, engagements, undertakings or other
agreements governed by the laws of England and Wales, Scotland or Northern
Ireland entered into between BBPLC and one or more In-Scope WIM Offshore Bond
Customers that:
(A) is not a Transferring WIM Offshore Bond Contract; and
(B) relates to In-Scope WIM Offshore Bond Products (including any investment
services agreement between BBPLC and such In-Scope WIM Offshore Bond
Customer),
unless BBPLC has informed the relevant In-Scope WIM Offshore Bond Customer
prior to the Effective Time that such contract shall not be treated as a Split WIM
Offshore Bond Contract;
Sterling means pounds sterling of the United Kingdom;
Subject Access
Request
means a request for information made under section 7 of the DPA;
Subsequent
Transfer Date
means, in relation to any Residual Asset or Residual Liability, each date after the
Effective Time on which such Residual Asset or Residual Liability is or is to be
transferred to a Relevant Transferee:
(A) in respect of any Residual Asset falling within limbs (A) or (B) of the definition of
Residual BUK Asset or Residual BISL Asset (as applicable), and in respect of
any Residual Liability falling within limbs (B) and (C) of the definition of Residual
BUK Liability or Residual BISL Liability (as applicable), the date on which the
requisite order or recognition or other step required to enable the same to be
transferred to the Relevant Transferee upon the terms of this Scheme is
obtained or no longer required;
(B) in respect of any Residual Asset falling within limb (C) of the definition of
Residual BUK Asset or Residual BISL Asset (as applicable), and in respect of
any Residual Liability falling within limb (D) of the definition of Residual BUK
Liability or Residual BISL Liability (as applicable), the date on which the
137
Relevant Transferor and the Relevant Transferee agree that the transfer shall
take effect; and
(C) in respect of any other Residual Asset, and in respect of any Residual Liability
falling within limb (A) of the definition of Residual BUK Liability or Residual BISL
Liability (as applicable), the date on which such Residual Asset or Residual
Liability is received, earned or incurred by the Relevant Transferor, to the extent
that such transfer is possible under this Scheme and the Relevant Transferor
and the Relevant Transferee agree that such transfer should take place;
Syndicatable Loan
Facility
means an agreement to which BBPLC is a party for a loan facility the terms of which
provide for an agent to receive payments on behalf of more than one lender (and
potentially for other Finance Party roles) participating in the same facility, where there
is only one legal entity acting as lender (and only one legal entity acting in every other
Finance Party role, with the exception (if applicable) of any Third Party Security
Holder) under the relevant facility, and includes any such loan facility which provides
for Designated Corporate Bank Loans;
Syndicated Loan
Facility
means an agreement to which BBPLC is a party for a loan facility the terms of which
provide for an agent to receive payments on behalf of more than one lender (and
potentially for other Finance Party roles) participating in the same facility, under which
any legal entity other than BBPLC is in fact a Finance Party (whether as a lender or
otherwise), except where the only other legal entity being a Finance Party is a Third
Party Security Holder, and includes any such loan facility which provides for
Designated Corporate Bank Loans;
Tax means all taxes, levies, duties and imposts and any charges, deductions or
withholdings in the nature of tax including taxes on gross or net income, profits or
gains and taxes on receipts, sales, use, occupation, development, franchise,
employment, value added and personal property, together with all penalties, charges
and interest relating to any of them or to any failure to file any return required for the
purposes of any of them;
Third Party
Administered
Security
means (i) in respect of a trust over Security Interests held on behalf of beneficiaries
by a security trustee who is not BBPLC in connection with a Syndicated Loan Facility
or Syndicatable Loan Facility, an interest in such trust over Security Interests, or (ii) in
respect of a Security Interest held by a security agent who is not BBPLC in
connection with any Syndicated Loan Facility or Syndicatable Loan Facility, the rights
of the secured parties in respect of such Security Interest exercisable by the relevant
security agent on their behalf;
Third Party
Security Holder
means the trustee or agent in respect of any Third Party Administered Security;
Third Party
Security Provider
means a person or entity which has granted a Security Interest in favour of BBPLC in
respect of any Transferring BUK Assets and/or Retained Assets (excluding any In-
Scope Customer and Relevant Guarantor);
138
Transfer Notice
Date
means:
(A) for the purposes of Clause 18.1, the date specified in the notice given to the
relevant customer by BBPLC under Clause 18.4, such date to be no later than
31 December 2018; and
(B) for the purposes of Clause 18.2, the date specified in the notice given to the
relevant customer by BBUKPLC under Clause 18.5, such date to be no later
than 31 December 2018;
Transferring
Ancillary
Business
Agreement
means any Transferring BUK Ancillary Business Agreement and any Transferring
BISL Ancillary Business Agreement;
Transferring
Ancillary
Document
means any document, including any letter, valuation, opinion (including a legal
opinion), confidentiality or non-disclosure agreement, waiver letter, instruction,
consent, mandate (including any mandate related to the movement of client money or
assets), authority, report, undertaking, endorsement as loss payee under any
insurance policy or contract, certificate of title, terms of appointment, award,
accreditation, petition, authorisation, court order, direction, decree, declaration,
customer preference, customer acknowledgement, amendment notice, judgment,
order of any insolvency practitioner (including, but not limited to, an administrator,
receiver or administrative receiver), standstill, subordination or postponement
agreement (other than a standstill, subordination or postponement agreement in
relation to a Relevant Security Interest), or certificate, which is issued or entered into:
(A) on behalf of or in relation to at least one In-Scope Customer in respect of at
least one Transferring Product exclusively; and/or
(B) with (or addressed to) BBPLC or a Relevant Transferor in relation to such In-
Scope Customer(s) and/or such Transferring Product(s), and which is intended
to be relied upon by, and to confer rights upon, such Relevant Transferor, or
which has been disclosed to such Relevant Transferor on a non-reliance basis
for purposes in connection with the relevant Transferring Product;
Transferring Asset means a Transferring BUK Asset, a Transferring BISL Asset or a Security Trust
Security Interest;
Transferring
Barclaycard
Ancillary
Agreements
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more persons who are not members of the
Group and which are either:
(A) agreements with card schemes in relation to the Transferring BUK Businesses
for the use of proprietary technology or products (whether branded as such or
white-labelled); or
139
(B) partnering agreements with third parties in respect of the Transferring BUK
Businesses (including such persons who offer their technology or technology
platform for use by individual consumer customers of BBPLC);
Transferring
Barclaycard
Customer
Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope Barclaycard Customers
relating exclusively to In-Scope Barclaycard Products;
Transferring
Bespoke
Straddling
Customer
Contract
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and one or more Bespoke Straddling
Customers that relates exclusively to Bespoke Straddling Customer In-Scope
Products;
Transferring BISL
Ancillary
Business
Agreements
means:
(A) any distribution agreement between a Relevant Transferor (as distributor) and at
least one other person (including a third party or another member of the Group)
for the distribution exclusively to In-Scope Customers of In-Scope WIM BISL
Products (other than In-Scope WIM Offshore Bond Products or In-Scope WIM
Pension Products);
(B) any sub-distribution agreement of any distribution agreement referred to in limb
(A) between a Relevant Transferor and at least one other person (including a
third party or another member of the Group) as distributor, under which the
Relevant Transferor sub-contracts all or part of the distribution activities under
the relevant distribution agreement to another person;
(C) any investment management agreement between a Relevant Transferor (as
investment manager) and at least one other person (including a third party or
another member of the Group) appointing the Relevant Transferor as investment
manager exclusively in respect of In-Scope WIM BISL Products provided to In-
Scope Customers;
(D) any sub-investment management of any investment management agreement
referred to in limb (C) between a Relevant Transferor and at least one other
person (including a third party or another member of the Group) as investment
manager, under which the Relevant Transferor sub-contracts all or part of the
investment management activities under the relevant investment management
agreement to another person;
(E) any sub-investment management agreement between a Relevant Transferor (as
investment manager) and Barclays Asset Management Limited under which the
Relevant Transferor is appointed by Barclays Asset Management Limited as
investment manager exclusively in respect of In-Scope WIM BISL Products to
In-Scope Customers;
140
(F) any management agreement exclusively in respect In-Scope WIM BISL
Products provided to In-Scope Customers, under which a person is appointed
as manager in respect of such In-Scope WIM BISL Products and to which a
Relevant Transferor is a party;
(G) any custody agreement or agreement ancillary to a custody arrangement
between a Relevant Transferor and a third party related to the provision of
custody services to the Relevant Transferor exclusively in relation to
Transferring BISL Products; and
(H) any other agreement ancillary to the provision exclusively to In-Scope
Customers of In-Scope WIM BISL Products to the extent not included in limbs
(A) to (G) and which is not a Transferring Ancillary Document or Split Ancillary
Document, and to which a Relevant Transferor is a party,
excluding any Retained Contracts.
Transferring BISL
Assets
means any rights, assets, property or benefit of the Relevant BISL Transferor in
respect of the Transferring BISL Businesses as at the Relevant Date and listed in the
definition of Transferring BISL Items;
Transferring BISL
Businesses
means the Relevant BISL Transferor’s UK wealth management businesses (including
in respect of agency dealing for customers and safeguarding of their assets) in
respect of Transferring BISL Products, and the roles of WPML as plan manager,
administrator and/or trustee in respect of the Relevant BISL Transferor’s structured
products (including structured notes and deposits) and ‘Barclays Investment
Accounts’ businesses;
Transferring BISL
Contracts
means the:
(A) BISL Customer Contracts;
(B) Transferring BISL Ancillary Business Agreements; and
(C) any other agreement comprised in and exclusively related to the Transferring
BISL Businesses to which a Relevant Transferor is party,
in each case, excluding any Transferring BUK Contract, any ServCo Contract or any
contract of a Relevant Transferor exclusively related to the Retained Businesses;
Transferring BISL
Items
means the rights, assets, property and benefit of the Relevant BISL Transferor, and
any Liabilities of the Relevant BISL Transferor, as of the Relevant Date in respect of
the following:
(A) the rights and benefits (subject to the burden) of the Relevant BISL Transferor
under, and any Liabilities of the Relevant BISL Transferor under or in respect of,
the Transferring BISL Contracts;
141
(B) the rights and benefits (subject to the burden) of the Relevant BISL Transferor
under, and any Liabilities of the Relevant BISL Transferor under or in respect of,
the Relevant Part of the Split Contracts where such Relevant Part relates to
Transferring BISL Products or In-Scope WIM BISL Products;
(C) the benefit of any rights or claims of the Relevant BISL Transferor under, or the
Liabilities of the Relevant BISL Transferor in respect of any rights or claims
against such Relevant BISL Transferor under or in respect of, warranties,
representations, conditions, covenants, undertakings or indemnities whether
express or implied and whether arising under contract, undertaking or
agreement to the extent that such rights or claims relate to the Transferring BISL
Businesses and are outstanding as at the Effective Time;
(D) the goodwill of the Relevant BISL Transferor attributable to the Transferring BISL
Businesses;
(E) the Relevant BISL Transferor’s rights, titles, and interest in, under or in respect
of, all data, files, documents and information held by the Relevant BISL
Transferor to the extent relating to In-Scope WIM BISL Products held by or
made available to In-Scope Customers (or persons who, had they become
customers of BBPLC, would have been In-Scope Customers) including:
(i) application forms and know-your-client documentation in respect of each In-
Scope Customer and other persons who applied for In-Scope WIM BISL
Products with BBPLC which, had such persons become customers of
BBPLC, would have been In-Scope Customers;
(ii) the credit files of each In-Scope Customer which, had such persons become
customers of BBPLC, would have been In-Scope Customers;
(iii) details of all repayments made by In-Scope Customer and the details of any
missed payments; and
(iv) customer statements/ledgers for each In-Scope Customer dating back at
least six years;
(F) any other ancillary asset, including fixed assets, being used by the Relevant
BISL Transferor exclusively or predominantly in relation to the Transferring BISL
Businesses as of the Effective Time, and any Liabilities of the Relevant BISL
Transferor in respect of such assets;
(G) any Liabilities deemed to be Assumed BISL Liabilities under Clause 20; and
(H) any Liabilities of the Relevant BISL Transferor under or in respect of the use,
possession, enjoyment, transfer or operation of any assets listed in limbs (A) to
(G) above,
142
for the avoidance of doubt, excluding any Retained Items, Security Trust Security
Interest or ServCo Items;
Transferring BISL
Products
means any In-Scope WIM BISL Products held by a person who is an In-Scope
Customer in respect of those In-Scope WIM BISL Products;
Transferring BUK
Ancillary
Business
Agreement
means:
(A) any distribution agreement (including a mortgage brokerage agreement)
between a Relevant Transferor and a third party (as distributor) relating
exclusively to the provision of BUK Products to persons who are or may become
In-Scope Customers;
(B) any distribution agreement between BBPLC and, if applicable, other members of
the Group (in each case, as distributor), and a third party insurer for the
distribution of retail insurance products by BBPLC to In-Scope Customers only;
(C) any agreements between BBPLC and a third party (as introducer) with the
purpose or result of introducing persons who are or may become In-Scope
Customers to BBPLC for the provision of Transferring BUK Products;
(D) any agreement between BBPLC (as introducer) and a third party for the
introduction of In-Scope Customers to that third party;
(E) any agreements between BBPLC and the UK government (or a body of the UK
government) in respect of BBPLC’s role as a certified identity provider as part of
the ‘GOV.UK Verify’ service;
(F) any agreement between BBPLC (as recipient) and a third party (as supplier) in
respect of the supply of foreign currency to the UK retail network of BBPLC,
including through customer call centres (the ‘Travel-Line’ service) and through
branches (the ‘Travel-Money’ services); and
(G) any incentive arrangement agreements with card schemes in relation to the
Transferring BUK Businesses;
Transferring BUK
Assets
means any rights, assets, property or benefit of BBPLC in respect of the Transferring
BUK Businesses as at the Relevant Date and listed in the definition of Transferring
BUK Items;
Transferring BUK
Businesses
means BBPLC’s UK retail banking operations and parts of its business banking
operations, including deposit-taking, mortgage lending, payment cards and digital
payment solutions (including wearable devices), personal loans, corporate banking
for smaller businesses, certain loans to larger corporate banking customers,
investment advisory and wealth management businesses in respect of Transferring
BUK Products, including syndicated and syndicatable loans to and any related
security and guarantees granted by such customers, and including the assets and
liabilities supporting and providing funding for such operations, and the memberships
143
or participations in various payment schemes (being the payment schemes for the
exchange and settlement of cheques and credit services through image clearing
provided by the relevant image clearing system operator, the exchange and
settlement of cheques and credit services in respect of paper clearing provided by
Cheque and Credit Clearing Company Limited and the Cash ISA Transfer Service
operated by Bacs Payment Schemes Limited (or its successor)) and financial market
infrastructures (being those operated by Euroclear UK & Ireland (in respect of
‘CREST’), LCH Clearnet Ltd (in respect of ‘SwapClear’) and LCH Repoclear Ltd)
together with any other ancillary and supporting items necessary for the functioning of
such businesses, and excluding the Retained Businesses, Transferring BISL
Businesses and ServCo Operations;
Transferring BUK
Contracts
means the:
(A) BUK Customer Contracts;
(B) Transferring BUK Ancillary Business Agreements;
(C) ATM Contracts;
(D) Transferring BUK Supplier Contracts;
(E) any lease agreement between BBPLC and a landlord in respect of a BUK
Property which is a leasehold property;
(F) BUK Service IGA;
(G) Brand IP Licence;
(H) BUK ServCo Non-Exclusive Licence;
(I) BUK Security Trustee Non-Exclusive Licence;
(J) Transferring BUK Subsidiary Contracts;
(K) Transferring Business Acquisition Contracts:
(L) Transferring Business Disposal Contracts;
(M) Transferring Barclaycard Ancillary Agreements; and
(N) any other agreement comprised in and exclusively related to the Transferring
BUK Businesses to which a Relevant Transferor is party,
in each case, excluding any Split Contracts, Transferring BISL Contract, Relevant
Security Agreement, Relevant Guarantee Agreement, Syndicated Loan Facility,
144
Syndicatable Loan Facility, Transferring Ancillary Document, Split Ancillary Document,
BUK Treasury Document or ServCo Contract;
Transferring BUK
Debt Sale
Agreement
means any contracts, commitments, engagements, undertakings or other
agreements entered into between BBPLC and one or more third parties providing for
the sale to such third party or third parties of debt obligations owed to BBPLC
exclusively in respect of debts owed to BBPLC in respect of the Transferring BUK
Businesses;
Transferring BUK
Items
means the rights, assets, property and benefit of BBPLC, and any Liabilities of
BBPLC, as of the Relevant Date in respect of the following:
(A) the rights and benefits (subject to the burden) of BBPLC under the Transferring
BUK Contracts, and any associated assets and provisions of BBPLC in respect
of such Transferring BUK Contracts and/or in respect of any Transferring BUK
Products which are the subject of such Transferring BUK Contracts (including
any credit, debit or charge cards issued in respect of such Transferring BUK
Products and the right to use any bank identification number in respect of such
cards), and any Liabilities of BBPLC owed under or in respect of such
Transferring BUK Contracts and/or in respect of any Transferring BUK Products
which are the subject of such Transferring BUK Contracts or associated assets
and provisions, including any Liability resulting from an act or omission of, or
breach or alleged breach of such Transferring BUK Contract, BBPLC, including
any existing claims in relation to such Liabilities;
(B) the rights and benefits (subject to the burden) of BBPLC under the Relevant
Part of the Split Contracts where such Relevant Part relates to Transferring BUK
Products, and any associated assets and provisions of BBPLC in respect of the
Relevant Parts of such contracts and/or in respect of the Transferring BUK
Products or In-Scope Products (other than In-Scope WIM BISL Products) which
are the subject of the Relevant Parts such contracts (including any credit, debit
or charge cards issued in respect of such Transferring BUK Products and the
right to use any bank identification number in respect of such cards), and any
Liabilities of BBPLC owed under or in respect of such Relevant Parts of Split
Contracts or associated assets and provisions, including any Liability resulting
from an act or omission of, or breach or alleged breach of such Transferring
BUK Contract by, BBPLC, including any existing claims in relation to such
Liabilities and any Liabilities of BBPLC in respect of such Relevant Parts of Split
Contract;
(C) the rights and benefits (subject to the burden) of BBPLC under, and any
Liabilities of BBPLC under or in respect of, the Transferring Ancillary Documents
and Relevant Parts of the Split Ancillary Documents;
(D) any Liabilities of BBPLC under or in respect of the Transferring Customer
Deposits;
145
(E) the rights and benefits (subject to the burden) of BBPLC under, and any
Liabilities of BBPLC under or in respect of, such part of any Syndicated Loan
Facility or Syndicatable Loan Facility which is to transfer to BBUKPLC in
accordance with and subject to Clause 13.1;
(F) any Liabilities of BBPLC in respect of Transferring BUK Products in respect of
which BBPLC would be liable as a result of the operation of section 75 of the
Consumer Credit Act 1974;
(G) any Liabilities of BBPLC under or in respect of any guarantees, letters of credit
and other commitments given by BBPLC to or on behalf of (as appropriate) In-
Scope Customers in relation to Transferring Products;
(H) the benefit of any rights or claims of, or the Liabilities of, BBPLC under
warranties, representations, conditions, covenants, undertakings or indemnities
whether express or implied and whether arising under contract, undertaking or
agreement to the extent that such rights or claims relate to the Transferring BUK
Businesses and/or to any Transferring BUK Contracts or Relevant Parts of Split
Contracts as at the Relevant Date;
(I) the rights of BBPLC to use any BINs in respect of Transferring Products issued
to In-Scope Customers;
(J) the rights of BBPLC to use any BUK Sort Code;
(K) the goodwill of BBPLC attributable to the Transferring BUK Businesses;
(L) any service user numbers of BBPLC issued by Bacs Payment Schemes Limited
(or its successor) used by the Transferring BUK Businesses to make payments,
collect payments or provide services, including any rights (subject to the burden)
of BBPLC to rely on authorities granted by or to In-Scope Customers and other
arrangements used to collect any direct debits or make or collect other
payments, in each case in respect of the Transferring BUK Businesses, and any
Liabilities of BBPLC in respect of such arrangements;
(M) any sponsorships of BBPLC in respect of In-Scope Customers in respect of the
service user numbers referred to in Clause 6.2(D), and any Liabilities of BBPLC
in respect of such sponsorships;
(N) the rights of BBPLC, and any Liabilities of BBPLC in respect of, the bureau code
unique identifier held by BBPLC in respect of its membership of the ‘Current
Account Switch Service’ in the United Kingdom;
(O) the assets comprised of stocks of physical manifestations of In-Scope Products;
(P) marketing materials and literature in respect of any In-Scope Products;
146
(Q) any rights or benefits of BBPLC in respect of any insurance policy taken out by
an In-Scope Customer in respect of a Transferring Product, whether such rights
or benefits are held by BBPLC pursuant to an assignment, or its being named
as a co-insured party (howsoever described) or any interest of BBPLC noted on
such policy, or otherwise;
(R) BBPLC’s rights, titles, and interest in all data, files, documents and information
held by BBPLC (whether in hard copy or electronic format) to the extent relating
to In-Scope Products held by or made available to In-Scope Customers (or
persons who, had they become customers of BBPLC, would have been In-
Scope Customers)), including:
(i) application forms and know-your-client documentation in respect of each In-
Scope Customer and other persons who applied for In-Scope Products with
BBPLC which, had such persons become customers of BBPLC, would have
been In-Scope Customers;
(ii) the credit files of each In-Scope Customer and other persons who applied for
In-Scope Products with BBPLC which, had such persons become customers
of BBPLC, would have been In-Scope Customers;
(iii) details of all repayments made by In-Scope Customers and the details of any
missed payments, and any documentation sent to or received from In-Scope
Customers in respect of the recovery of amounts owed to BBPLC;
(iv) customer statements/ledgers for each In-Scope Customer dating back at
least seven years; and
(v) BBPLC’s customer lists in respect of In-Scope Customers;
(S) BBPLC’s rights, title and interest in the BUK Properties, and any associated
Fixtures and Fittings in respect of such BUK Properties, and any Liabilities of
BBPLC under or in respect of such BUK Properties, including in respect of any
lease agreements in respect of such BUK Properties which are leasehold
properties;
(T) BBPLC’s rights, titles and interest in, and any funding of BBPLC associated
with, the BUK Treasury Items, and any Liabilities of BBPLC under or in respect
of the BUK Treasury Items;
(U) the rights and benefits (subject to the burden) of BBPLC in the BUK BoE
Settlement Account and under the Relevant Parts of the BUK BoE Settlement
Account Documentation, and any Liabilities of BBPLC under or in respect of the
BUK BoE Settlement Account and the Relevant Parts of the BUK BoE
Settlement Account Documentation;
147
(V) BBPLC’s rights, titles and interest in, and any Liabilities of BBPLC under or in
respect of, the BUK FMI Items;
(W) BBPLC’s rights, title and interest in, and any Liabilities of BBPLC under or in
respect of, the BUK Payment Schemes Reference Data;
(X) BBPLC’s membership and rights, title and interest in, and any Liabilities of
BBPLC in respect of, the Transferring BUK Payment Schemes, together with the
rights and benefits (subject to the burden) of BBPLC under the Transferring BUK
Payment Schemes Documentation, and any Liabilities of BBPLC under or in
respect of the Transferring BUK Payment Schemes Documentation;
(Y) BBPLC’s title and interest in the CCCC Shares, and any Liabilities of BBPLC
under or in respect of its holding of such shares;
(Z) any rights and benefits of BBPLC pursuant to, and any Liabilities of BBPLC
under or in respect of its participation in, the SAMS Hardship Scheme;
(AA) any Liabilities of BBPLC resulting from customer complaints made against
BBPLC (or any member of the Group that is a subsidiary of BBUKPLC as at the
Effective Time) in respect of, and to the extent relating to, the Transferring BUK
Businesses;
(BB) any Relevant Tax Asset, to the extent that the Tax repayable arose in respect of,
or was attributable to, Relevant Activity;
(CC) any Relevant Tax Liability, to the extent arising in respect of, or attributable to,
Relevant Activity;
(DD) any Liabilities owed to liquidators by BBPLC (including pursuant to indemnities
given to such liquidators by BBPLC) in respect of the liquidation of subsidiaries
of BBPLC which, prior to such liquidation, carried on business associated with
the Transferring Businesses;
(EE) any other ancillary asset, including fixed assets, being used by BBPLC
exclusively or predominantly in relation to the Transferring BUK Businesses as
of the Effective Time, and any Liability of BBPLC in relation to such asset;
(FF) any Liabilities which BBPLC and BBUKPLC have agreed in writing should be
assumed by BBUKPLC in respect of any asset, right, property or benefit of
BBPLC listed in limbs (A) to (EE) above;
(GG) any Liabilities deemed to be Assumed BUK Liabilities under Clause 20; and
(HH) any Liabilities of BBPLC arising out of the ownership, use, possession,
enjoyment, transfer or operation of any asset, right, property or benefit of
148
BBPLC listed in limbs (A) to (EE) above to the extent related to the Transferring
BUK Businesses,
but not, for the avoidance of doubt, and without prejudice to the operation of any
provision of this Scheme effecting the transfer of, the Relevant Security Interests and
Relevant Guarantees, and in any event excluding the:
(i) Retained Items;
(ii) Transferring BISL Items;
(iii) subject to the terms of this Scheme, the Security Trust Security Interests;
and
(iv) ServCo Items;
Transferring BUK
Payment Schemes
means:
(A) the scheme described at limb (I) of the definition of Payment Schemes;
(B) the service described at limb (J) of the definition of Payment Schemes; and
(C) the participation described at limb (H) of the definition of Payment Schemes in
respect of the membership in such scheme held by BBPLC in respect of the
Transferring BUK Businesses (and excluding the membership held by BBPLC in
such scheme in respect of the Retained Businesses);
Transferring BUK
Payment Schemes
Documentation
means any contract, commitment, engagement, undertaking or other agreement
entered into between BBPLC and the relevant institution operating the relevant
Transferring BUK Payment Scheme or any third party providing any services to the
relevant Transferring BUK Payment Scheme;
Transferring BUK
Products
means any BUK Products held by a person who is an In-Scope Customer in respect
of those BUK Products;
Transferring BUK
Subsidiary
Contracts
means (a) any contract, commitment, engagement, undertaking or other agreement
between between BBPLC and any Group entity that is a subsidiary of BBUKPLC as
at the Effective Time, including contracts, commitments, engagements, undertakings
and other agreements related to the provision of accounts, services or facilities by
BBPLC to such Group entity, and/or (b) any guarantee, indemnity or commitment
granted by BBPLC to a third party in respect of any Group entity which is a subsidiary
of BBUKPLC as at the Effective Time, and which, in each case, is governed by any of
the laws of England and Wales, Scotland and Northern Ireland;
Transferring BUK
Supplier
Contracts
means any contract, commitment, engagement, undertaking or other agreement (i)
for the provision of services in the United Kingdom to BBPLC and/or other members
of the Group by a person who is not a member of the Group, (ii) which relates to the
149
Transferring BUK Businesses, (iii) to which BBPLC (as recipient) is a party at the
Effective Time, and in respect of which at least one of the following applies:
(A) the underlying services, assets or software which are the subject matter of
such contract, commitment, engagement, undertaking or agreement directly
relate to the senior management judgment and decision-making of BBUKPLC
and which affect the prudential soundness of BBUKPLC;
(B) such contract, commitment, engagement, undertaking or agreement is
otherwise required to be held by BBUKPLC under applicable law (which, for
the purposes of this definition, includes any rules made by the PRA or FCA),
including (but not limited to) any such contract, commitment, engagement,
undertaking or agreement relating to client money and asset (CASS)
arrangements in respect of the Transferring BUK Businesses;
(C) the underlying services, assets or software which are the subject matter of
such contract, commitment, engagement, undertaking or agreement support
BBPLC’s activities prior to the Effective Time of distributing, brokering or
introducing a regulated In-Scope Product to In-Scope Customers;
(D) the underlying services which are the subject matter of such contract,
commitment, engagement, undertaking or agreement are provided in respect
of a sub-investment manager agreement relating to the Transferring BUK
Businesses;
(E) such contract, commitment, engagement undertaking or agreement involves
the third party service provider providing payment services on behalf of BBPLC
in respect of the Transferring Businesses;
(F) such contract, commitment, engagement undertaking or agreement is a Cash
ISA Transfer Service Contract; and/or
(G) any contracts which BBPLC notifies to the relevant counterparty to such
contract prior to the Effective Time that such contract shall transfer to
BBUKPLC under this Scheme,
excluding any such contract which, following its transfer to BBUKPLC, would involve
BBUKPLC incurring an exposure to a Relevant Financial Institution and for which
there is no applicable exception or exemption allowing BBUKPLC to incur such
exposure under the EAPO;
Transferring BUK
Treasury
Instrument
Document
means any contracts, agreements or other such documentation (as amended from
time to time) entered into by BBPLC and BPLC constituting or evidencing any In-
Scope BUK Treasury Instruments (including, but not limited to, any loan, Debt
Security or related deed of covenant) which are allocated exclusively to be held by
BBUKPLC in the Barclays Treasury System immediately prior to the Effective Time;
150
Transferring
Business
Acquisition
Contract
means any contract entered into between BBPLC and a third party for the acquisition
by BBPLC of all or part of a business that, subsequent to such acquisition, became
part of the Transferring BUK Business, and any ancillary agreement between BBPLC
and a third party in respect of such purchase;
Transferring
Business Banking
Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope Business Banking
Customers and which relates exclusively to In-Scope Business Banking Products;
Transferring
Business
Disposal Contract
means any Transferring BUK Debt Sale Agreement, and any contract entered into
between BBPLC and a third party for the sale of all or part of a business of BBPLC
located in the UK (including where such business was sold pursuant to a share sale
agreement) that, at the time of such sale, consisted of:
(A) the provision of retail banking products (including wearable digital products) to
individual consumer customers (or, in the case of mortgage lending products
and services only, to non-individual customers also);
(B) the provision of credit card to individual consumer customers;
(C) the provision of business banking products (including deposit-taking, debt and
lending, liquidity, transactions and payments and channels products) to small
and medium enterprises (being businesses with an annual turnover of less than
£6.5m); and/or
(D) the provision of wealth and investments products either of a banking and credit
or wealth management nature (including deposit-taking, lending, wealth
management (advisory and investing), international and private banking, trust
and fiduciary services, brokerage and research products and services) in the
United Kingdom to individuals and families with substantial personal wealth, UK
residents, persons who work as professionals (including solicitors, accountants,
management consultants and barristers), entrepreneurs, persons working in the
sports, media and entertainment industries, and charity customers of BBPLC,
other than individual consumers with either bank balances of at least £5 million
or potentially investable assets of at least £10 million;
and any ancillary agreement between BBPLC and a third party in respect of such
sale;
Transferring
Businesses
means the Transferring BUK Businesses and the Transferring BISL Businesses;
Transferring
Contracts
means the:
(A) Transferring BUK Contracts; and
(B) Transferring BISL Contracts,
151
in each case, excluding any (i) Retained Contract, (ii) any contract of a Relevant
Transferor exclusively related to the Retained Businesses, and/or (iii) any ServCo
Contracts;
Transferring
Customer
Deposits
means all deposits of an In-Scope Customer in respect of that customer’s
Transferring BUK Products held with BBPLC immediately prior to the Relevant Date;
Transferring
Information
Products Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope Information Products
Customers and which relates exclusively to In-Scope Information Products;
Transferring Item means a Transferring BUK Item or a Transferring BISL Item;
Transferring
Personal Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope Personal Customers and
which relate exclusively to In-Scope Personal Products;
Transferring
Personal Data
means all of the personal data comprised in, or otherwise relating to, the Transferring
Businesses (or where the Relevant Transferee is the Security Trustee, relating to the
Security Trust Security Interests) or ServCo Operations (as applicable), in respect of
which the Relevant Transferor is a ‘data controller’ (as defined in the DPA)
immediately before the Relevant Date;
Transferring
Pingit Wallet
Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope Pingit Wallet Customers
relating exclusively to In-Scope Pingit Wallet Products;
Transferring
Product
means any Transferring BUK Product and any Transferring BISL Product;
Transferring WIM
BISL Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between a BISL Transferor and one or more In-Scope WIM Customers
and which relates exclusively to In-Scope WIM BISL Products (other than In-Scope
WIM Offshore Bond Contracts), and any WPML Contract;
Transferring WIM
BUK Contract
means contracts, commitments, engagements, undertakings or other agreements
entered into between BBPLC and one or more In-Scope WIM Customers and which
relates exclusively to In-Scope WIM BUK Products;
Transferring WIM
Offshore Bond
Contract
means contracts, commitments, engagements, undertaking or other agreements
governed by the laws of England and Wales, Scotland or Northern Ireland entered
into between BBPLC and one or more In-Scope WIM Offshore Bond Customers
relating exclusively to In-Scope WIM Offshore Bond Products (including any
investment services agreement between BBPLC and such In-Scope WIM Offshore
Bond Customer), unless BBPLC has informed the relevant In-Scope WIM Offshore
152
Bond Customer prior to the Effective Time that such contract shall not be treated as a
Transferring WIM Offshore Bond Contract;
VAT means value added tax or any equivalent Tax;
Wealth Business
Units
means BBPLC’s and WPML’s wealth businesses operating under the Barclays
business unit names ‘Wealth and Investments’ and ‘Private Bank & Overseas
Service’, including but not limited to the provision of wealth and investment
management products and services that include deposit taking current and savings
accounts, debit and charge cards, foreign exchange services, regulated mortgages,
unsecured and secured lending, tailored lending, advisory services, financial planning
services, access to a range of standard investment products and services on a
discretionary, advisory and execution only basis, and access to complex risk
management products such as derivatives to individuals and families with substantial
personal wealth, persons who work as professionals (including solicitors,
accountants, management consultants and barristers), entrepreneurs, persons
working in the sports, media and entertainment industries, and charity customers of
BBPLC, and corporate and other vehicles associated with such customers, but
excluding any business, products or services of the Investment Bank or which are In-
Scope Barclaycard Products, Retained Barclaycard Products, In-Scope Business
Banking Products, Retained Corporate Products or In-Scope Personal Products;
Wealth Security
Interest
means a Security Interest (and all rights and obligations in relation to the registration
of any such Security Interest on any relevant register, whether or not such Security
Interest is still outstanding) granted by a Relevant Security Interest Provider (or
otherwise arising) partially or wholly in respect of an In-Scope WIM BUK Product
provided to an In-Scope WIM Customer and which is specifically referred to in the
documentation relating to the relevant In-Scope WIM BUK Product as securing that
In-Scope WIM BUK Product;
WIM Eligible
Individual
means any individual who has provided to BBPLC (acting through its Wealth
Business Units) a valid Declaration of Eligibility in accordance with article 9 of the
CAO, but not, for the avoidance of doubt, an individual who has provided to BBPLC
(acting through its Wealth Business Units) a Declaration of Eligibility which is specific
to a particular product or products;
WIM Investment
Advisory Service
means a service pursuant to which BBPLC, acting through a banker or private client
manager, advises customers of its Wealth Business Units on entering into an
investment or other transactions (including buying, selling or holding investments),
and exercising any rights the relevant customer has in relation to their investments;
WPML means Woolwich Plan Managers Limited, a company incorporated in England
(registered number 03230386), whose registered office is at 1 Churchill Place,
London, E14 5HP;
153
WPML Contract means any contract between WPML and at least one other person which relates to
WPML’s role as plan manager, administrator and/or trustee in respect of one or more
WPML Products; and
WPML Product means any product or service provided by BBPLC in respect of which WPML is the
plan manager, administrator and/or trustee (including those under the name ‘Barclays
Investment Account’).
2. Interpretation
In this Scheme:
i. Headings are inserted for convenience only and shall not affect the
construction of this Scheme.
ii. Any references to this Scheme shall include any schedules and appendices
to it and references in this Scheme to Clauses, Parts, Schedules or
Appendices are, except where the context otherwise requires, to clauses of,
parts of, schedules to and appendices to this Scheme.
iii. Where any obligation pursuant to this Scheme is expressed to be undertaken
or assumed by any person, such obligation shall be construed as including a
requirement on that person to exercise all rights and powers of control over
the affairs of any other person which that person is properly able to exercise
(whether directly or indirectly) in order to secure performance of such
obligation.
iv. Any reference to an enactment or a statutory provision shall, save where
expressly provided to the contrary, include a reference to that enactment or
statutory provision as from time to time amended, consolidated, modified, re-
enacted or replaced by any statute or statutory provision and shall include
any subordinate legislation made under the relevant statutory provision and
any amendment or replacement thereof. Without prejudice to the generality
of the foregoing, any reference to a term being defined or used in the DPA
will, from the date the EU General Data Protection Regulation (GDPR)
(Regulation (EU) 2016/679) (for the purposes of this paragraph, the “GDPR”)
comes into force, be construed as a reference to such term being defined or
used in the GDPR, and any reference to a term being defined or used in a
particular part of the DPA shall be construed as a reference to such term
being defined or used in the part of the GDPR which defines or uses such
term.
v. Any reference to any rule or guidance of the FCA, to any part or parts of the
FCA Handbook of Rules and Guidance, to any rule of the PRA, to any part
or parts of the PRA Rulebook or to any supervisory statement (or provision
thereof) of the PRA, shall, save where expressly provided to the contrary,
include a reference to the same as from time to time amended, consolidated,
modified, re-enacted or replaced.
154
vi. Unless the contrary is stated, any reference to a ‘subsidiary’ or ‘holding
company’ shall be construed in accordance with section 1159 (and Schedule
6) of the Companies Act 2006, and for the purposes of this definition a person
shall be treated as a member of another person if any of that person’s
subsidiaries is a member of that other person, or if any shares in that other
person are held by a person acting on behalf of it or any of its subsidiaries;
and any reference to a ‘subsidiary undertaking’ shall be construed in
accordance with section 1162 (and Schedule 7) of the Companies Act 2006.
vii. Any word in the singular shall include the plural and vice versa.
viii. Any reference to the masculine shall include the feminine and neuter genders
and vice versa.
ix. Any reference to a person shall include a reference to any individual, firm,
company, corporation, government, state or agency of a state, local or
municipal authority, government body, joint venture, partnership or
unincorporated association (whether or not having separate legal
personality) or to a person’s executors or administrators and shall include a
trustee.
x. Any reference to writing shall include any modes of reproducing words in a
legible and non-transitory form.
xi. Any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.
xii. References to any process or concepts of English law or pursuant to the laws
of Northern Ireland or Scotland shall include all equivalent processes or
concepts under the laws of any other applicable jurisdiction.
xiii. References to “costs” and/or “expenses” incurred by a person shall not
include any amount in respect of VAT comprised in such costs or expenses
for which either that person or, if relevant, any other member of the VAT group
to which that person belongs is entitled to credit as input tax.
xiv. References to “In-Scope Customers” shall be construed as including “In-
Scope Former Customers”.
xv. References to “In-Scope Products” shall be construed as including “In-Scope
Former Products”, and each use of a term in the limbs of the definition of In-
Scope Products shall be construed as including the relevant In-Scope
Former Product which corresponds to such limb.
155
APPENDIX 1
IN-SCOPE BARCLAYCARD PRODUCTS
In-Scope Barclaycard Products
Product Code Product Name
65 & 33 Barclaycard Platinum
26 Barclaycard Initial
81, 72 Barclaycard Freedom
71 Barclaycard Cashback
30 Barclays Infinite
42 Littlewoods Visa
77 Hilton Hhonors Platinum Visa
7 Barclays Premium Charge Card
39 Woolwich Open Plan Reserve Account Charge Card
IHG Rewards Club Visa
IHG Rewards Club Premium Visa
13 Barclays Business Account
6 Littlewoods Debit
74 Cashback Dual
156
APPENDIX 2
RETAINED CORPORATE PRODUCTS
Retained Corporate Products
Product Name
Debt funding, including project finance, provided by the BBPLC team known prior to the Effective
Time as “Infrastructure and Project Finance”, for projects in infrastructure and energy.
Trade finance products, provided by the BBPLC team known prior to the Effective Time as “Trade
Finance”, which facilitate domestic and international trade transactions through the provision by
BBPLC of the following:
(A) bonds, guarantees and indemnities (including all types of performance and financial
guarantees);
(B) standby letters of credit (including reinsurance letters of credit and Funds at Lloyds letters of
credit);
(C) avalising bills of exchange;
(D) import and export collections services;
(E) letters of credit products and services, including issuing, advising, confirming, negotiating and
discounting;
(F) structured trade products and services, including multi-option facilities which include trade
finance products, pre-export finance facilities and forfaiting products (including bill
discounting and reverse forfaiting)
(G) trade loan facilities, being loans which are made available to customers for the specific
purpose of financing trade transactions (including those documented on the Trade Cycle
Loan template);
(H) trade finance products made available to financial institutions; and
(I) trade asset distribution products and services, including secondary market purchases,
participation risk sell down, and asset underwriting.
Asset finance products, provided by the BBPLC team known prior to the Effective Time as “Asset
Finance”, as follows:
(A) loans offered or provided by BBPLC (including loans formerly offered or provided by
BBPLC’s marine finance division) to the relevant customer to fund the purchase and/or
refurbishment of an asset (including but not limited to corporate jets, super yachts and
marine assets) and such loan is repaid by the customer over time, whether such products are
described as asset finance loans or finance purchase;
(B) wholesale stocking finance; and
157
(C) contract receivables facilities.
Products comprised of ‘sales finance’, such products including:
(A) inventory financing;
(B) invoice discounting and/or factoring;
(C) selective receivables financing;
(D) supplier financing;
(E) asset based funding;
(F) asset based lending; and
(G) any combination of (A) to (F);
including any such products which are provided on a syndicated basis.
Products or services comprised of warrants (issued to BBPLC), such products being derivative
securities that entitle the holder to buy underlying securities issued by an issuer at a fixed price until
the expiry date of such product.
Certain base rate loans with a linked derivative product, where such product is notified by BBPLC to
the relevant customer as being retained by BBPLC.
Any products which comprise an interest rate derivative, including any product described as an
interest rate swap, interest rate cap, interest rate floor, interest rate collar (whether a ‘vanilla’ interest
rate collar, cap with knock in floor interest rate collar, or cap with double floor interest rate collar),
swaption (whether a payer’s swaption or receiver’s swaption), cross currency interest rate swap
(whether described as floating/floating, fixed/fixed or fixed/floating), basis swap and inflation swap
(whether an RPI swap or LPI swap), excluding any derivative type products documented in a loan
agreement.
Products and services comprised of foreign exchange (FX) spot and forward exchange transactions
facilities, whether described as voice cash FX products (including spot FX deals, fixed dated
forwards, option dated forwards or FX swaps), online cash FX products (including spot FX deals,
fixed dated forwards, option dated forwards and FX swaps), or ‘NetFX’ products.
Products and services comprised of complex channels requiring ‘BARX Corporate’ (BARX Corporate
being an internet based real time service which allows customers to undertake foreign exchange (FX)
transactions)
158
APPENDIX 3
RETAINED WIM PRODUCTS
Retained WIM Products
Product Name
Any mortgage lending product and/or service in respect of which the security was provided over a
real estate property located outside of the United Kingdom.
Any mortgage lending product and/or service in respect of which the relevant borrower under such
product was a non-individual.
Any foreign currency mortgage lending product.
Any lending products or services where the credit facility agreement has not been documented using
standard internal templates of the Wealth Business Units.
Any products or services comprised of, or providing access to platforms for trading in, foreign
exchange (FX) derivatives or equity derivatives (including ‘portfolio finance’, ‘portfolio reserve service’
and ‘portfolio reserve facilities’ where the only facilities being utilised by the customer are the ‘Trading
Facility’ or spot and forward exchange transactions facility).
Any products or services comprised of, or providing access to platforms for the purposes of, margin
trading in foreign exchange (FX), over-the-counter (OTC) derivatives or any other type of derivatives
(including ‘portfolio finance’, ‘portfolio reserve service’ and ‘portfolio reserve facilities’ where the only
facilities being utilised by the customer are the ‘Trading Facility’ or spot and forward exchange
transactions facility).
Any products or services comprised of, or providing access to platforms for the purposes of, trading in
foreign exchange (FX) markets (including ‘portfolio finance’, ‘portfolio reserve service’ and ‘portfolio
reserve facilities’ where the only facilities being utilised by the customer are the ‘Trading Facility’ or
spot and forward exchange transactions facility).
Any products and services comprised of or including ‘project finance’, ‘trade finance’, ‘asset finance’
or ‘sales finance’ (as those terms are used and described in Appendix 2) (including ‘portfolio finance’,
‘portfolio reserve service’ and ‘portfolio reserve facilities’ where the only facilities being utilised by the
customer are the bonds, guarantees and/or indemnities facility or ‘BGI Facility’).
Any products or services comprised of execution-only investment accounts known as ‘Direct Access’
accounts in respect of equities and fixed income, or foreign exchange trading.
Any products or services comprised of investment accounts known as “iInvest” or ‘International Open
Invest’ accounts.
159
Any introductory services known as ‘Investment Club’ (or which were previously known as
‘Investment Club’ services and have since been transferred to services provided under the name ‘The
Share Centre’), comprising introductions by BBPLC of customers to bespoke investment
opportunities.
Any structured deposit product, such products being deposits provided by BBPLC with a variable
return calculated by reference to the performance of an underlying financial asset (or assets)
(whether pursuant to a derivative or otherwise) and in respect of which the value of the deposit is
repaid to the customer in full at maturity, but excluding, for the avoidance of doubt, any deposit in
respect of which the interest rate paid by BBPLC is calculated by reference to a standard interest rate
or base rate (including, but not limited to, the Bank of England Bank Rate and the Barclays Bank
Base Rate), and without prejudice to the transfer to BISL of the roles of WPML as plan manager,
administrator and/or trustee pursuant to the terms of this Scheme.
160
APPENDIX 4
BUK PROPERTIES
Leasehold interests
Building Code Name Postcode Use Tenure
17192X 2 Churchill Place, Canary Wharf E14 5HP Retail Leasehold
11822X Abbots Langley WD5 0AR Retail Leasehold
13295X Aberaeron SA46 0AG Retail Leasehold
10461X Aberdare CF44 7HY Retail Leasehold
81430X Aberdeen, Union Street AB11 6SL Retail Leasehold
10463X Abergavenny NP7 5AT Retail Leasehold
12998X Abergele LL22 7AF Retail Long Leasehold
14324X Abertillery NP13 1DA Retail Leasehold
12999X Aberystwyth 10 North Parade (Upper) SY23 2AE Retail Long Leasehold
14204X Abingdon Marcham Rd OX14 1UB Retail Leasehold
12545X Abingdon The Square OX14 5AS Retail Leasehold
12824X Accrington Union Street BB5 1JY Retail Leasehold
12307X Acle NR13 3DZ Retail Leasehold
11718X Acton W3 9NH Retail Leasehold
10002X Alcester B49 5AE Retail Leasehold
11001X Aldeburgh IP15 5AW Retail Leasehold
11988X Alderley Edge SK9 7BA Retail Leasehold
10852X Aldershot GU11 1HW Retail Leasehold
10003X Aldridge WS9 8LZ Retail Leasehold
12396X Alfreton DE55 7DP Retail Leasehold
11117X All Saints E14 0EB Retail Leasehold
12398X Allenton DE24 9AB Retail Leasehold
12399X Allestree DE222QN Retail Leasehold
12174X Alnwick NE66 1TF Retail Leasehold
11617X Alperton HA0 4QH Retail Leasehold
12932X Alton GU34 1BG Retail Leasehold
21778X Altrincham George Street WA4 Retail Leasehold
12178X Amble NE65 0BY Retail Leasehold
12548X Amersham O-T-H Sycamore Rd HP6 5DT Retail Leasehold
13105X Amesbury SP4 7ET Retail Leasehold
13001X Amlwch LL68 9BS Retail Leasehold
13298X Ammanford SA18 3AD Retail Leasehold
12933X Andover High Street SP10 1LN Retail Leasehold
12828X Appleby CA16 6XF Retail Long Leasehold
12400X Arnold NG5 6LF Retail Leasehold
161
13367X Ascot High Street SL5 7JG Retail Leasehold
30098X ASDA Store, Cherry Tree Road FY4 4QH Retail Leasehold
30368X ASDA Store, Dewhurst Rd, Warrington WA3 7PG Retail Leasehold
30091X ASDA Store, Lathom Road, Huyton L36 7TX Retail Leasehold
30092X ASDA Store, Odhams Trading Estate, Watford WD24 7RT Retail Leasehold
30090X ASDA Store, Ormskirk Road, Aintree L10 3LN Retail Leasehold
30095X ASDA Store, Owlcotes Centre LS28 6AR Retail Leasehold
30093X ASDA Store, Westwood Road, Broadstairs CT10 2NR Retail Leasehold
30094X ASDA Store,Newark Road,Lincoln LN6 8JY Retail Leasehold
12402X Ashbourne DE6 1GT Retail Leasehold
13691X Ashford Kent High St TN24 8TL Retail Leasehold
13369X Ashford Middlesex TW15 2TY Retail Leasehold
12183X Ashington NE63 9XB Retail Leasehold
11992X Ashton In Makerfield WN4 9AP Retail Leasehold
11997X Ashton Under Lyne OL6 7LR Retail Leasehold
10006X Atherstone CV9 1AP Retail Leasehold
12310X Attleborough NR17 2AF Retail Leasehold
10759X Axminster EX13 5NT Retail Leasehold
14463X Aylesbury Gatehouse Way HP19 8DB Retail Leasehold
12312X Aylsham NR11 6EW Retail Leasehold
81725X Ayr KA7 1RB Retail Leasehold
10760X Babbacombe TQ1 4PP Retail Leasehold
11099X Bakers Arms Leyton E10 6AS Retail Leasehold
11827X Baldock SG7 6PY Retail Leasehold
11721X Balham SW12 9AX Retail Leasehold
81247X Ballyhackamore BT4 3JF Retail Long Leasehold
81244X Ballymena BT43 6DE Retail Leasehold
12549X Banbury Bridge St OX16 8PS Retail Leasehold
81108X Bangor BT20 5AG Retail Leasehold
13005X Bangor High Street LL57 1UE Retail Leasehold
10855X Banstead SM7 2HY Retail Leasehold
10466X Bargoed CF81 8XA Retail Leasehold
22730X Barking Lemonade Building IG11 7RL Retail Leasehold
11070X Barkingside IG6 2AQ Retail Leasehold
10646X Barnard Castle DL12 8NF Retail Leasehold
11148X Barnet EN5 5UX Retail Leasehold
12829X Barnoldswick BB8 5UR Retail Leasehold
22588X Barnsley Queens Street S70 1SJ Retail Leasehold
10761X Barnstaple Boutport St 38 EX31 1RX Retail Leasehold
14439X Barrow In Furness, Dalton Road LA14 1JH Retail Leasehold
10468X Barry Holton Rd 73 CF63 4SU Retail Leasehold
13437X Barton On Humber DN18 5PE Retail Leasehold
22418X Basildon Town Square SS14 1BD Retail Leasehold
12939X Basingstoke Market Place RG21 1LY Retail Leasehold
162
10206X Bath University BA2 7JU Retail Leasehold
30056X Bath, Southgate Street BA1 1AQ Retail Leasehold
12555X Beaconsfield HP9 2PH Retail Leasehold
12313X Beccles NR34 9HD Retail Leasehold
14120X Beckenham Barclays Hse BR3 4ES Retail Leasehold
11071X Becontree Heath RM8 1AB Retail Leasehold
10650X Bedale DL8 1AD Retail Leasehold
11828X Bedford High Street MK40 1NJ Retail Leasehold
10008X Bedworth CV12 8LS Retail Long Leasehold
12408X Beeston NG9 1EF Retail Leasehold
81010X Belfast BT1 1EL Retail Long Leasehold
12833X Bentham LA2 7HL Retail Mixed
11832X Berkhamsted HP4 1AY Retail Leasehold
11241X Bermondsey Tower Bridge Rd SE1 3PF Retail Long Leasehold
12190X Berwick On Tweed TD15 1AF Retail Leasehold
13440X Beverley HU17 8AY Retail Leasehold
10306X Bexhill On Sea Devonshire Rd TN40 1AW Retail Leasehold
11244X Bexleyheath Market Place DA6 7DY Retail Leasehold
12556X Bicester OX26 6AQ Retail Mixed
10763X Bideford EX39 2AL Retail Leasehold
11914X Biggin Hill TN16 3BA Retail Leasehold
10396X Biggleswade SG18 0JF Retail Long Leasehold
10013X Bilbrook WV8 1LX Retail Leasehold
10567X Billericay CM12 9AU Retail Leasehold
10655X Billingham TS23 2LP Retail Leasehold
10309X Billingshurst RH14 9QT Retail Leasehold
10015X Bilston WV14 0AE Retail Leasehold
11344X Bingley BD16 2HS Retail Leasehold
22762X Birkenhead, Grange Road CH41 6EA Retail Leasehold
10016X Birmingham Acocks Green B27 7UQ Retail Long Leasehold
14084X Birmingham Edgbaston B16 8PE Retail Leasehold
10031X Birmingham Erdington B23 6XT Retail Leasehold
10033X Birmingham Frederick St B1 3HH Retail Leasehold
10030X Birmingham Harborne B17 9NJ Retail Leasehold
20748X Birmingham High Street B4 7TE Retail Leasehold
14157X Birmingham Kings Heath B14 7LA Retail Leasehold
10044X Birmingham Kingstanding B44 9TH Retail Leasehold
17010X Birmingham Maypole B14 5JA Retail Leasehold
10051X Birmingham Northfield B31 2NW Retail Leasehold
10052X Birmingham Perry Barr B20 3BJ Retail Leasehold
10058X Birmingham Small Heath B10 0UP Retail Leasehold
13941X Birmingham Soho Road 351 B21 9SE Retail Leasehold
10060X Birmingham Sparkbrook B11 4LD Retail Leasehold
14396X Birmingham University B15 2TT Retail Leasehold
163
10066X Birmingham Washwood Heath Road B8 2NB Retail Long Leasehold
14334X Birmingham, Colmore Row B3 2BH Retail Leasehold
12411X Birstall Leicester LE4 4NB Retail Leasehold
14618X Bishop Auckland, Jenkins House DL14 7TH Retail Leasehold
10399X Bishops Stortford North Street CM23 2LH Retail Leasehold
13107X Bishops Waltham SO3 1GH Retail Leasehold
12837X Blackburn Darwen Street BB2 2BZ Retail Leasehold
11246X Blackheath Se3 SE3 0AX Retail Leasehold
13752X Blackheath West Midlands B65 9BA Retail Leasehold
12841X Blackpool Birley Street FY1 1DX Retail Leasehold
13111X Blanford Forum DT11 7EF Retail Leasehold
16981X Bletchley Queensway 69-71 MK2 2DR Retail Leasehold
10070X Bloxwich WS3 3LA Retail Leasehold
81446X Bluewater Park Greenhithe DA9 9SQ Retail Leasehold
12194X Blyth NE24 2BW Retail Leasehold
12670X Bodmin PL31 2DE Retail Leasehold
13112X Bognor Regis High Street PO21 1RL Retail Leasehold
21378X Bolton Market Street BL1 1XA Retail Leasehold
12558X Booker HP12 4RQ Retail Leasehold
11498X Bootle Merseyside Stanley Road L20 3EB Retail Leasehold
11835X Borehamwood Shenley Rd WD6 1AR Retail Leasehold
11916X Borough Green TN15 8EP Retail Leasehold
14344X Boroughbridge NE61 1NL Retail Leasehold
13115X Boscombe Bournemouth BH1 4AU Retail Leasehold
12732X Boston PE21 6LU Retail Leasehold
13997X Botley, West Way, Hinksey Court OX2 9LZ Retail Leasehold
12735X Bourne PE10 9AE Retail Leasehold
17094X Bournemouth Castle Point Centre BH8 9UP Retail Leasehold
13116X Bournemouth Old Christchurch BH1 1ER Retail Leasehold
11074X Bow Road E3 3AA Retail Leasehold
12562X Brackley Northants NN13 5AN Retail Leasehold
12946X Bracknell High Street RG12 1DR Retail Leasehold
11444X Bradford, Manning Carlisle Street BD8 7PA Retail Leasehold
11349X Bradford, Market Street 10 BD1 1NR Retail Leasehold
10568X Braintree CM7 7UQ Retail Leasehold
12007X Bramhall SK7 1LL Retail Leasehold
12849X Brampton In Cumbria CA8 1NG Retail Leasehold
12314X Brandon IP27 0AL Retail Leasehold
13300X Brecon LD3 7AF Retail Leasehold
11728X Brentford TW8 8AD Retail Leasehold
10572X Brentwood CM14 4RP Retail Leasehold
10471X Bridgend Dunraven Place CF31 1JB Retail Leasehold
13781X Bridgend Industrial Estate CF31 3SB Retail Leasehold
13012X Bridgnorth WV16 4EE Retail Leasehold
164
13707X Bridgwater TA6 3DX Retail Leasehold
13441X Bridlington Quay YO15 2RU Retail Leasehold
10770X Bridport DT6 3LS Retail Leasehold
10073X Brierley Hill DY5 3AS Retail Leasehold
13445X Brigg DN20 8ET Retail Leasehold
11361X Brighouse HD6 1EB Retail Leasehold
10317X Brighton North St 139/142 (King St) BN1 1RU Retail Leasehold
10318X Brighton Preston Circus BN1 4QU Retail Leasehold
20654X Bristol 53 & 55 Broadmead BS1 3EA Retail Leasehold
10210X Bristol Bedminster BS3 4HE Retail Leasehold
10213X Bristol Bishopston BS7 8BJ Retail Leasehold
10217X Bristol Brislington BS4 5PN Retail Long Leasehold
10222X Bristol Embassy House Clifton BS8 1RB Retail Leasehold
17057X Bristol Emerson Way BS16 7AE Retail Leasehold
10231X Bristol Kingswood BS15 2LD Retail Leasehold
10771X Brixham TQ5 8EA Retail Leasehold
11729X Brixton SW9 8HL Retail Leasehold
13124X Broadstone BH18 8DP Retail Leasehold
11500X Bromborough L62 7HQ Retail Leasehold
11249X Bromley High St BR1 1NL Retail Leasehold
10074X Bromsgrove B61 8ET Retail Leasehold
12563X Buckingham MK18 1NS Retail Leasehold
10772X Bude EX23 8QX Retail Leasehold
13700X Builth Wells Broad St 11 LD2 3AE Retail Leasehold
13762X Builth Wells Royal Welsh Showground LD2 3AE Office Leasehold
10400X Buntingford SG9 9BP Retail Leasehold
12564X Burford OX18 4QP Retail Leasehold
10321X Burgess Hill Church Rd RH15 9BD Retail Leasehold
13751X Burnham On Crouch CM0 8AA Retail Leasehold
10237X Burnham On Sea TA8 1AN Retail Leasehold
14473X Burnley, St James B11 1NH Retail Leasehold
12737X Burton Latimer NN15 5LA Retail Leasehold
14124X Burton On Trent High Street DE14 1AW Retail Leasehold
22182X Bury St Edmunds IP33 1DY Retail Leasehold
21376X Bury, The Rock BL9 0JN Retail Leasehold
11837X Bushey WD23 3HJ Retail Leasehold
12016X Buxton SK17 6AW Retail Leasehold
13016X Caernarfon LL55 1AE Retail Leasehold
10469X Caerphilly 85 High St Blackwood NP12 1ZA Retail Leasehold
10474X Caerphilly The Twyn CF8 1UE Retail Leasehold
10477X Caldicot NP26 4BR Retail Leasehold
12949X Camberley High St GU15 3RQ Retail Leasehold
14333X Camberwell SE5 8RW Retail Leasehold
12673X Camborne TR14 8EL Retail Leasehold
165
21779X Cambridge 9 - 11 St Andrews Street CB2 3AA Retail Leasehold
10408X Cambridge Addenbrooke Hospital CB2 2QQ Retail Leasehold
10409X Cambridge Chesterton Rd CB4 3AZ Retail Leasehold
14208X Cambridge Clifton Court CB1 7BN Retail Leasehold
10416X Cambridge Sidney St CB2 3HY Retail Leasehold
14200X Camden Town NW1 7PJ Retail Leasehold
13126X Canford Cliffs BH13 7LF Retail Leasehold
14067X Cannock, Market Place WS11 1AJ Retail Leasehold
11919X Canterbury St Georges St CT1 1JX Retail Leasehold
10575X Canvey Island SS8 7RA Retail Leasehold
10478X Cardiff Canton CF11 9AN Retail Leasehold
10485X Cardiff Rumney CF3 4AJ Retail Leasehold
21794X Cardiff St David'S Way CF10 2DP Retail Leasehold
12859X Carlisle English Street CA3 8JS Retail Leasehold
12860X Carlisle Rosehill CA1 2RT Retail Long Leasehold
13306X Carmarthen SA31 1PW Retail Leasehold
12861X Carnforth LA5 9JX Retail Leasehold
12565X Carterton OX8 3HA Retail Leasehold
10078X Castle Bromwich B36 0JG Retail Long Leasehold
10775X Castle Cary BA7 7AJ Retail Leasehold
11363X Castleford WF10 1HX Retail Leasehold
10858X Caterham The Square CR3 6XH Retail Leasehold
11254X Catford Rushey Green SE6 4HH Retail Leasehold
12950X Caversham RG4 7AE Retail Leasehold
11077X Chadwell Hth High Rd RM6 4AR Retail Leasehold
13371X Chalfont St Peter SL9 9QD Retail Leasehold
13127X Chandlers Ford SO5 2ZA Retail Leasehold
14206X Chard TA20 1PN Retail Leasehold
10079X Chase Terrace WS7 1JS Retail Leasehold
11922X Chatham High Street ME4 4BZ Retail Leasehold
10417X Chatteris PE16 6AQ Retail Leasehold
12018X Cheadle Cheshire SK8 1AG Retail Leasehold
10080X Cheadle Staffs ST10 1AS Retail Leasehold
20749X Chelmsford, High Street (40-41) CM1 1DE Retail Leasehold
10239X Cheltenham High Street GL50 1EL Retail Leasehold
14066X Cheltenham Manor Park GL51 9TS Retail Leasehold
10492X Chepstow NP6 5XL Retail Leasehold
13372X Chertsey KT16 9AN Retail Leasehold
12569X Chesham HP5 1DY Retail Leasehold
11839X Cheshunt Turners Hill EN8 9BW Retail Leasehold
12195X Chester Le Street DH3 3AH Retail Leasehold
11504X Chester, St Werburgh St CH1 2DY Retail Long Leasehold
13792X Chesterfield S40 1LS Retail Leasehold
13129X Chichester East St PO19 1HR Retail Leasehold
166
11078X Chingford Station Rd E4 7BQ Retail Leasehold
11126X Chingford, Chingford Mount Rd E4 8JN Retail Mixed
10246X Chippenham SN15 3JA Retail Leasehold
12570X Chipping Norton OX7 5AE Retail Leasehold
11256X Chislehurst BR7 5AB Retail Leasehold
11735X Chiswick W4 2EA Retail Leasehold
12862X Chorley PR7 2SZ Retail Leasehold
12021X Chorlton Cum Hardy M21 9AL Retail Leasehold
13132X Christchurch 22 High Street BH23 1BQ Retail Leasehold
13017X Church Stretton SY6 6BP Retail Leasehold
10249X Cirencester GL7 2NP Retail Leasehold
81415X Clacton On Sea CO15 1TD Retail Leasehold
11736X Clapham High St SW4 7UF Retail Leasehold
11737X Clapham Junction SW11 1TR Retail Leasehold
11364X Cleckheaton BD19 5AB Retail Leasehold
13446X Cleethorpes DN35 8JN Retail Leasehold
10252X Clevedon BS21 7SN Retail Leasehold
12864X Cleveleys FY5 3LL Retail Leasehold
14536X Clitheroe Castle Street 41 BB7 2BU Retail Leasehold
10863X Cobham KT11 3DZ Retail Leasehold
12869X Cockermouth CA13 9LG Retail Leasehold
11012X Colchester High Street CO1 1DD Retail Leasehold
11014X Colchester Prettygate Rd CO3 4QJ Retail Leasehold
81535X Coleraine BT52 1AW Retail Leasehold
11626X Colindale NW9 6LS Retail Leasehold
12870X Colne BB8 0LH Retail Leasehold
13018X Colwyn Bay Conway Road LL29 7HT Retail Leasehold
12022X Congleton High Street CW12 1BQ Retail Leasehold
12196X Consett DH8 5AH Retail Leasehold
12197X Corbridge NE45 5AW Retail Leasehold
12738X Corby NN17 1NX Retail Leasehold
81528X Corringham SS17 7LY Retail Mixed
10864X Coulsdon CR5 2ND Retail Leasehold
10083X Coventry Cheylesmore CV3 5HD Retail Leasehold
10087X Coventry Fletchamstead Highway CV4 9EJ Retail Leasehold
10088X Coventry Foleshill CV6 5QJ Retail Leasehold
13696X Coventry High Street CV1 5RE Retail Leasehold
10093X Coventry Walsgrave Rd CV2 4BB Retail Leasehold
30569X Coventry, University of Warwick CV4 7AL Retail Leasehold
10494X Cowbridge CF71 7YT Retail Leasehold
12575X Cowley Templars Sq OX4 3XT Retail Leasehold
13875X Cramlington NE23 6QP Retail Leasehold
11925X Cranbrook TN17 3HH Retail Leasehold
10865X Cranleigh GU6 8AX Retail Leasehold
167
13563X Crawley High St RH10 1BP Retail Leasehold
12023X Crewe Market Street CW1 2ET Retail Leasehold
10778X Crewkerne TA18 7JN Retail Leasehold
11627X Cricklewood NW2 3JB Retail Leasehold
12318X Cromer NR27 9HA Retail Leasehold
10664X Crook DL15 8NE Retail Leasehold
11366X Cross Hills BD20 8TB Retail Leasehold
14168X Crouch End N8 9SX Retail Leasehold
10325X Crowborough TN6 2PX Retail Leasehold
12951X Crowthorne RG11 7AR Retail Leasehold
11260X Croydon North End CR9 1RN Retail Leasehold
11840X Cuffley EN6 4HE Retail Leasehold
13925X Cullompton EX15 1AA Retail Leasehold
10496X Cwmbran NP44 1XP Retail Leasehold
13932X Dagenham Heathway RM9 5AN Retail Long Leasehold
10665X Darlington High Row DL3 7QS Retail Leasehold
11927X Dartford Lowfield St DA1 1HD Retail Leasehold
12740X Daventry NN11 4BQ Retail Leasehold
11928X Deal CT14 6EP Retail Leasehold
13023X Denbigh LL16 3PB Retail Leasehold
81305X Deptford SE8 4RT Retail Leasehold
14347X Derby Sir Frank Whittle Rd DE21 4RX Retail Leasehold
21655X Derby St Peter'S Street DE1 1SH Retail Leasehold
10257X Devizes SN10 1BQ Retail Leasehold
11367X Dewsbury WF13 1XE Retail Leasehold
12577X Didcot OX11 8AW Retail Leasehold
12028X Didsbury M20 0RN Retail Leasehold
12321X Diss IP22 4JU Retail Leasehold
12423X Doncaster High Street DN1 1EG Retail Leasehold
14537X Doncaster, Ten Pound Walk DN4 5HJ Retail Leasehold
10784X Dorchester DT1 1BT Retail Leasehold
10866X Dorking High St RH4 1AY Retail Leasehold
11929X Dover CT16 1NH Retail Leasehold
11018X Dovercourt Harwich CO12 3LN Retail Leasehold
10418X Downham Market PE38 9DR Retail Leasehold
12323X Drayton Norfolk NR8 6DN Retail Leasehold
13448X Driffield YO25 7AF Retail Leasehold
10097X Droitwich WR9 8DE Retail Leasehold
10098X Dudley High Street DY1 1PN Retail Leasehold
11266X Dulwich SE21 7BL Retail Leasehold
81475X Dumfries, Castle Street DG1 1DJ Retail Leasehold
81465X Dundee, High Street DD1 1SZ Retail Leasehold
30380X Dunfermline, High Street KY12 7DR Retail Leasehold
13747X Dunmow High Street CM6 1AA Retail Leasehold
168
11841X Dunstable High Street 16 LU6 1JZ Retail Leasehold
10672X Durham Market Place DH1 3ND Retail Leasehold
10258X Dursley GL11 4BP Retail Mixed
11739X Ealing Broadway W5 5JS Retail Leasehold
11743X Earlsfield SW18 4HP Retail Leasehold
13449X Easingwold, York YO6 3AE Retail Leasehold
11165X East Barnet EN4 8ST Retail Leasehold
14684X East Croydon Norfolk Hse CR9 1NG Retail Leasehold
12324X East Dereham NR19 4AS Retail Leasehold
11268X East Dulwich SE22 8HQ Retail Leasehold
10335X East Grinstead High St RH19 3AH Retail Leasehold
16941X East Ham High Street E6 2HW Retail Leasehold
81615X East Kilbride, Cornwall Way G74 1JR Retail Leasehold
11744X East Sheen SW14 7JF Retail Leasehold
13143X East Wittering PO20 8DY Retail Leasehold
10326X Eastbourne Langney BN23 7RS Retail Leasehold
10331X Eastbourne Terminus Rd 63/67 BN21 3NE Retail Leasehold
11629X Eastcote HA5 1RA Retail Leasehold
14061X Eastleigh SO50 9FD Retail Leasehold
12428X Eastwood NG16 3AB Retail Leasehold
10498X Ebbw Vale Bethcar Street NP23 6HQ Retail Mixed
13859X Edgware Station Rd 126 HA8 7RY Retail Leasehold
30382X Edinburgh, Princes Street EH2 2AN Retail Leasehold
11106X Edmonton Green N9 0NJ Retail Leasehold
13374X Egham High St 46 TW20 9EP Retail Leasehold
22907X Elgin, High Street IV30 1YA Retail Leasehold
11371X Elland HX5 0BN Retail Leasehold
11510X Ellesmere Port CH65 0AD Retail Leasehold
11272X Eltham High St 131/133 SE9 1TJ Retail Leasehold
10420X Ely CB7 4LA Retail Leasehold
11168X Enfield Highway EN3 5UQ Retail Leasehold
11167X Enfield The Town EN2 6LS Retail Mixed
10593X Epping CM16 4BH Retail Leasehold
10871X Epsom KT19 8BH Retail Leasehold
81935X Erith, Town Square DA8 1RE Retail Leasehold
10872X Esher High St 49 KT10 9RH Retail Leasehold
10675X Eston TS6 9JA Retail Leasehold
10100X Evesham WR11 4XL Retail Leasehold
10786X Exeter 3-5 Bedford Street EX1 1LX Retail Leasehold
10789X Exeter Marsh Barton EX2 8RG Retail Leasehold
10791X Exmouth Rolle St EX8 1HD Retail Leasehold
12325X Fakenham NR21 9BE Retail Leasehold
12679X Falmouth TR11 3RD Retail Leasehold
13146X Fareham PO16 0AW Retail Leasehold
169
10876X Farnham GU9 7NH Retail Leasehold
12032X Farnworth BL4 8HF Retail Leasehold
11932X Faversham ME13 7AW Retail Leasehold
11020X Felixstowe IP11 7AR Retail Leasehold
13377X Feltham TW13 4DD Retail Leasehold
10500X Ferndale CF43 4RL Retail Leasehold
13151X Ferndown BH22 9HJ Retail Leasehold
13450X Filey YO14 9DE Retail Leasehold
13581X Finchley Central N3 2BB Retail Leasehold
11175X Finsbury Park N4 2HZ Retail Leasehold
13309X Fishguard SA65 9HB Retail Leasehold
10260X Fishponds BS16 3UR Retail Leasehold
12582X Flackwell Heath HP10 9HS Retail Leasehold
12953X Fleet GU51 3BN Retail Leasehold
13026X Flint CH6 5AJ Retail Leasehold
11844X Flitwick MK45 1JS Retail Leasehold
11933X Folkestone CT20 1RT Retail Leasehold
11087X Forest Gate Romford Rd 304 E7 9HH Retail Leasehold
11276X Forest Hill SE23 3TR Retail Leasehold
11511X Formby L37 4DT Retail Leasehold
10101X Four Oaks B74 4BH Retail Leasehold
11022X Framlingham IP13 9AW Retail Leasehold
12954X Frimley High St 17 GU16 5HN Retail Leasehold
11023X Frinton On Sea CO13 9PY Retail Leasehold
11514X Frodsham WA6 7AF Retail Leasehold
10262X Frome BA11 1BX Retail Leasehold
14556X Fulham Broadway 20 SW6 1AH Retail Leasehold
12431X Gainsborough DN21 2DU Retail Leasehold
11376X Garforth LS25 1AF Retail Leasehold
14612X Garstang PR3 1HX Retail Leasehold
12207X Gateshead High Street NE8 1BX Retail Leasehold
14455X Gateshead, Team Valley NE11 0JW Retail Leasehold
14279X Gerrards Cross SL9 8PP Retail Leasehold
11088X Gidea Park RM2 5JS Retail Leasehold
21347X Glasgow Argyle Street G2 8BJ Retail Leasehold
12034X Glossop SK13 8DA Retail Leasehold
10269X Gloucester Bristol Road GL1 5TG Retail Leasehold
10265X Gloucester Southgate St GL1 2DH Retail Leasehold
10877X Godalming High St GU7 1AP Retail Leasehold
11635X Golders Green Finchley Rd 883 NW11 8RU Retail Leasehold
16943X Goole, Boothferry Road DN14 5QE Retail Leasehold
12328X Gorleston On Sea NR31 6RA Retail Leasehold
13315X Gorseinon SA4 4NL Retail Leasehold
13153X Gosport PO12 1DN Retail Leasehold
170
12877X Grange Over Sands LA11 6DU Retail Leasehold
17001X Grantham, High Street 33/35 NG31 6PH Retail Leasehold
11379X Grassington BD23 5LA Retail Leasehold
14164X Gravesend DA11 0AF Retail Leasehold
10595X Grays RM17 6NZ Retail Leasehold
10102X Great Bridge DY4 7AX Retail Leasehold
14535X Great Crosby, Liverpool Road L23 5SF Retail Leasehold
10103X Great Malvern WR14 4QR Retail Leasehold
14593X Great Shelford CB2 5NA Retail Leasehold
30088X Great Yarmouth Market Place NR30 1LX Retail Leasehold
11638X Greenford UB6 8QX Retail Leasehold
13455X Grimsby, Victoria Street DN31 1DE Retail Leasehold
10878X Guildford Friary GU1 4AG Retail Leasehold
10882X Guildford Woodbridge Hill GU2 6SH Retail Leasehold
10678X Guisborough TS14 6AD Retail Leasehold
11381X Guiseley LS20 8AE Retail Leasehold
13782X Hackney Mare St E8 1HE Retail Leasehold
10598X Hadleigh Essex SS7 2BW Retail Leasehold
11026X Hadleigh Suffolk IP7 5AN Retail Leasehold
10340X Hailsham BN27 2AB Retail Leasehold
14207X Hainault IG6 3BU Retail Leasehold
12035X Hale WA15 9SW Retail Leasehold
10105X Halesowen B63 4AE Retail Leasehold
11028X Halesworth IP19 8LF Retail Leasehold
11382X Halifax Commercial Street HX1 1BE Retail Leasehold
11383X Halifax Kings Cross HX1 3JL Retail Leasehold
10599X Halstead CO9 2AQ Retail Leasehold
12210X Haltwhistle NE49 9AG Retail Leasehold
11753X Hammersmith W6 9HY Retail Leasehold
11180X Hampstead Garden Suburb N2 0DP Retail Long Leasehold
11182X Hampstead High Street NW3 1QB Retail Leasehold
10108X Hanley Town Road ST1 2JQ Retail Leasehold
11183X Haringey N4 1EB Retail Leasehold
12331X Harleston IP20 9AE Retail Leasehold
10425X Harlow Station Rd CM17 0AS Retail Leasehold
21382X Harlow Water Gardens CM18 7PJ Retail Leasehold
11846X Harpenden High Street AL5 2TD Retail Leasehold
11386X Harrogate James St HG1 1TQ Retail Leasehold
11642X Harrow Station Rd HA1 2AW Retail Leasehold
10686X Hartlepool York Road TS26 9BT Retail Leasehold
16874X Hastings Queens Rd TN34 1JD Retail Leasehold
11848X Hatfield Town Centre AL10 0JP Retail Leasehold
13169X Havant PO9 1AH Retail Leasehold
13318X Haverfordwest SA61 2DA Retail Leasehold
171
10429X Haverhill CB9 8AE Retail Leasehold
13461X Haxby, York YO3 8HX Retail Leasehold
13386X Hayes Middlesex Station Rd UB3 4DE Retail Leasehold
12683X Hayle Foundry Square TR27 4HR Retail Leasehold
13173X Hayling Island PO11 9EF Retail Leasehold
10347X Haywards Heath South Rd RH16 4LQ Retail Leasehold
12038X Hazel Grove, Stockport SK7 4DW Retail Leasehold
12587X Headington OX3 9AH Retail Leasehold
12432X Heanor DE75 7AF Retail Long Leasehold
10348X Heathfield East Sussex TN21 8HT Retail Leasehold
13388X Heathrow Airport Hatton Cross TW6 2JJ Retail Leasehold
11394X Hebden Bridge HX7 6AE Retail Leasehold
13174X Hedge End SO3 4FN Retail Leasehold
13462X Helmsley YO6 5BH Retail Leasehold
12685X Helston TR13 8ET Retail Leasehold
11852X Hemel Hempstead Bank Court HP1 1BX Retail Leasehold
11854X Hemel Hempstead Wood Lane End HP2 4RB Retail Long Leasehold
14232X Hemsworth WF9 4JX Retail Leasehold
11648X Hendon Brent Cross Gardens NW4 2DX Retail Leasehold
10351X Henfield BN5 9DL Retail Leasehold
10110X Henley In Arden B95 5BD Retail Leasehold
12955X Henley On Thames RG9 2AU Retail Leasehold
13031X Hereford Broad Street HR4 9BH Retail Mixed
11939X Herne Bay CT6 5EE Retail Leasehold
16998X Hertford Market Street/Railway Street SG14 1BD Retail Leasehold
13463X Heslington, York YO1 5EA Retail Leasehold
13464X Hessle HU13 0PQ Retail Leasehold
11520X Heswall Pensby Rd CH60 7RR Retail Leasehold
12213X Hetton Le Hole DH5 9NU Retail Leasehold
12215X Hexham NE46 1PE Retail Leasehold
12043X Heywood Church Street OL10 1LN Retail Leasehold
12590X High Wycombe High Street HP11 2BG Retail Leasehold
11185X Highbury N5 1RE Retail Leasehold
11187X Highgate N6 5HX Retail Leasehold
12438X Hinckley LE10 1NR Retail Leasehold
10405X Histon CB4 4JD Retail Leasehold
11857X Hitchin SG5 1BH Retail Leasehold
11858X Hoddesdon EN11 8TG Retail Leasehold
11190X Holloway N7 6HL Retail Leasehold
11397X Holmfirth HD9 2DW Retail Leasehold
10793X Holsworthy EX22 6DS Retail Long Leasehold
12336X Holt NR25 6BQ Retail Leasehold
13034X Holyhead LL65 1UH Retail Leasehold
10794X Honiton EX14 1JW Retail Leasehold
172
11522X Hoole CH2 3NH Retail Leasehold
10885X Horley Victoria Rd RH6 7AX Retail Leasehold
12744X Horncastle LN9 5HS Retail Leasehold
11093X Hornchurch RM12 4UX Retail Leasehold
14268X Horsforth LS18 4AX Retail Leasehold
10352X Horsham Carfax RH12 1DN Retail Leasehold
12048X Horwich BL6 7NZ Retail Long Leasehold
12219X Houghton Le Spring DH4 4AE Retail Leasehold
14133X Hounslow TW3 1DL Retail Leasehold
14576X Hove, Church Rd 149-155 BN3 2AE Retail Leasehold
12541X Hoyland Nether S74 9JU Retail Leasehold
12439X Hucknall NG15 7HG Retail Leasehold
11401X Huddersfield, Market Place HD1 2AB Retail Leasehold
17330X Hull 1-5 King Edward St HU1 3RL Retail Leasehold
13473X Hull, Cottingham Road HU6 7RB Retail Leasehold
13476X Hull, Hessle Road HU3 4BG Retail Leasehold
13479X Hull, Holderness Road HU9 2EU Retail Leasehold
12958X Hungerford RG17 0NQ Retail Leasehold
12338X Hunstanton PE36 5AQ Retail Leasehold
10430X Huntingdon Market Hill PE29 3AE Retail Leasehold
12050X Hyde Cheshire SK14 1AN Retail Leasehold
13177X Hythe Hants SO45 6YP Retail Leasehold
11408X Idle BD10 9RH Retail Leasehold
81250X Ilford IG1 1DE Retail Leasehold
12440X Ilkeston DE7 8BU Retail Leasehold
11409X Ilkley LS29 8AD Retail Leasehold
81164X Inverness, Union Street IN1 1PP Retail Leasehold
11037X Ipswich Princes Street IP1 1PB Retail Leasehold
11043X Ipswich Woodbridge Rd IP4 4NA Retail Leasehold
13585X Islington Islington Green 38 N1 8EH Retail Leasehold
12221X Jarrow NE32 2HX Retail Leasehold
11412X Keighley BD21 3SA Retail Leasehold
11859X Kempston MK42 8DH Retail Leasehold
12879X Kendal Highgate LA9 4DF Retail Leasehold
14555X Kenilworth, Warwick Road CV8 1GT Retail Leasehold
11196X Kentish Town NW5 2BU Retail Leasehold
11652X Kenton Park Parade HA3 8DW Retail Leasehold
12885X Keswick CA12 5BE Retail Leasehold
12748X Kettering NN16 0AX Retail Mixed
11764X Kew Gardens TW9 3PT Retail Leasehold
10274X Keynsham BS31 1DX Retail Leasehold
10113X Kidderminster Oxford St DY10 1BL Retail Leasehold
12595X Kidlington OX5 2DH Retail Leasehold
10115X Kidsgrove ST7 1DZ Retail Leasehold
173
13319X Killay SA2 7AL Retail Leasehold
21788X Kings Lynn PE30 1BL Retail Leasehold
14274X Kings Lynn Hansa Rd PE30 4HX Retail Leasehold
14312X Kingsbridge TQ7 1PJ Retail Leasehold
11654X Kingsbury NW9 9EG Retail Leasehold
14372X Kingsland High Street 3/11 E8 2JT Retail Leasehold
11768X Kingston-U-T Clarence St KT1 1NY Retail Leasehold
10117X Kingswinford DY6 9JP Retail Leasehold
10166X Kinver DY7 6HF Retail Leasehold
12886X Kirby Lonsdale LA6 2JA Retail Leasehold
12441X Kirkby In Ashfield NG17 7AP Retail Leasehold
12887X Kirkby Stephen CA17 4QN Retail Leasehold
11525X Kirkby, Merseyside St Chads L32 8RA Retail Long Leasehold
81824X Kirkintilloch, 21 Cowgate G66 1HW Retail Leasehold
10889X Knaphill GU21 2PF Retail Leasehold
11417X Knaresborough HG5 0HB Retail Leasehold
13807X Knighton LD7 1AF Retail Leasehold
10118X Knowle B93 0HW Retail Leasehold
14554X Knutsford WA16 6EL Retail Leasehold
13320X Lampeter SA48 7HF Retail Leasehold
12892X Lancaster University LA1 4XX Retail Long Leasehold
12889X Lancaster, Market Street LA1 1HR Retail Leasehold
10364X Lancing BN15 9AU Retail Leasehold
13399X Langley Berks SL3 8HE Retail Leasehold
11943X Larkfield ME20 6BN Retail Leasehold
12688X Launceston PL15 8AF Retail Leasehold
30067X Leamington Spa, The Parade CV32 4DD Retail Leasehold
10890X Leatherhead KT22 8DE Retail Leasehold
12597X Lechlade GL7 3AA Retail Leasehold
13040X Ledbury HR8 1BT Retail Leasehold
17322X Leeds 69 Albion St LS1 6AD Retail Leasehold
11425X Leeds, Crossgates LS15 8DU Retail Leasehold
11430X Leeds, Moortown LS17 6PY Retail Mixed
11441X Leeds, University LS2 9HG Retail Leasehold
11442X Leeds, Vicar Lane LS1 1JS Retail Leasehold
10121X Leek Haywood Street ST13 5JN Retail Leasehold
12443X Leicester Belgrave Rd LE4 6AS Retail Leasehold
12445X Leicester Blackbird Rd LE4 0FS Retail Leasehold
17345X Leicester Haymarket Towers LE1 1WA Retail Leasehold
12451X Leicester Highfields LE2 1HJ Retail Leasehold
12454X Leicester Narborough Rd LE3 0BT Retail Leasehold
11158X Leicester Square WC2H 0HZ Retail Long Leasehold
12056X Leigh WN7 4AB Retail Leasehold
10609X Leigh On Sea Broadway SS19 1AP Retail Leasehold
174
11862X Leighton Buzzard LU7 1EY Retail Leasehold
11046X Leiston IP16 4EP Retail Leasehold
14588X Leominster HR6 8BN Retail Leasehold
11863X Letchworth SG6 3AS Retail Leasehold
10365X Lewes BN7 2JP Retail Mixed
11282X Lewisham High St 93 SE13 6BB Retail Leasehold
10695X Leyburn DL8 5BQ Retail Leasehold
14589X Leyland, Balfour Court PR5 1TD Retail Leasehold
11101X Leytonstone E11 1HL Retail Leasehold
10123X Lichfield WS13 6JY Retail Leasehold
12758X Lincoln High Street LN5 7DP Retail Leasehold
14391X Lincoln Tritton Road LN6 7AR Retail Leasehold
81665X Lisburn BT28 1BJ Retail Leasehold
14566X Liscard, Wallasey L45 4JS Retail Leasehold
12689X Liskeard PL14 6AR Retail Leasehold
13211X Littlehampton BN17 5AE Retail Leasehold
17297X Liverpool Lord Street L2 1TD Retail Leasehold
11553X Liverpool, Old Swan L13 5US Retail Leasehold
14511X Liverpool, Penny Lane L18 2DH Retail Leasehold
11558X Liverpool, Speke & Hunts Cross L25 0NT Retail Long Leasehold
11563X Liverpool, University L3 5TY Retail Leasehold
11565X Liverpool, Walton L4 3QS Retail Leasehold
14225X Liverpool, Wavertree L7 9PQ Office Leasehold
11569X Liverpool, West Derby L12 7HY Retail Leasehold
11570X Liverpool, Woolton L25 7RA Retail Leasehold
30381X Livingston, Almondvale South EH54 6HR Retail Leasehold
14509X Llandaff CF5 2DP Retail Leasehold
13321X Llandeilo SA19 6HF Retail Leasehold
14550X Llandrindod Wells LD1 5DG Retail Leasehold
13043X Llandudno Mostyn Street LL30 2SH Retail Leasehold
13325X Llanelli Vaughan Street SA15 3UE Retail Leasehold
14074X Llangefni LL77 7DU Retail Leasehold
13050X Llanidloes SY18 6EQ Retail Leasehold
10507X Llanishen CF14 5LT Retail Leasehold
14508X Llanrwst LL26 0LD Retail Leasehold
10697X Loftus TS13 4HQ Retail Leasehold
17084X London 13 Artillery Row SW1P 1RH Retail Leasehold
20099X London 132-134 Kensington High St W8 7RP Retail Leasehold
17355X London 6-17 Tottenham Ct Road W1T 1AZ Retail Leasehold
11726X London Bayswater W2 4QG Retail Long Leasehold
12653X London Belgravia SW1X 8JE Retail Leasehold
11716X London Bridge SE1 1LY Retail Leasehold
12640X London Bruton St W1X 8DN Retail Long Leasehold
14514X London Cheapside Atlas Hse EC2V 8AU Retail Leasehold
175
11734X London Chelsea Kings Rd 346/348 SW3 5UT Retail Leasehold
11159X London City Rd EC1V 2NL Retail Leasehold
11742X London Earls Court SW5 9AW Retail Leasehold
11670X London Edgware Road 127/131 W2 2HT Retail Leasehold
12646X London Fleet St 18-21 EC4P 4DR Retail Leasehold
11706X London Fleet Street 81 EC4Y 1ET Retail Leasehold
11749X London Gloucester Rd 114 SW7 4SE Retail Long Leasehold
13699X London Hatton Garden 99 EC1N 8DN Retail Leasehold
13716X London Holborn 147/150 EC1N 2NU Retail Leasehold
11780X London Kensington Church St W11 3HJ Retail Leasehold
11197X London Kings Cross NW1 2SB Retail Leasehold
12638X London Knightsbridge Brompton Rd 137 SW3 1QF Retail Leasehold
11658X London Maida Vale Elgin Ave W9 1JU Retail Leasehold
11659X London Marylebone W1G 8UG Retail Leasehold
12661X London Mayfair Park Lane W1K 1PW Retail Long Leasehold
11705X London Moorgate Finsbury Hse EC2M 6SX Retail Long Leasehold
11668X London Oxford Circus Gt Portland St W1W 8QA Retail Leasehold
11671X London Paddington Station W2 3RF Retail Leasehold
17337X London Piccadilly W1B 5RB Retail Leasehold
11674X London Portman Square W1A 3AL Retail Leasehold
12669X London Sloane Square SW1W 8AF Retail Long Leasehold
11228X London Smithfield EC1M 6HR Retail Leasehold
14072X London Soho Square W1D 3QR Retail Leasehold
16976X London St James'S Street 31/32 Sw1 SW1A 1HD Retail Leasehold
11221X London Strand 366/368 WC2R 0JQ Retail Leasehold
11330X London Westminster Abbey Hse SW1E 5JN Retail Long Leasehold
30502X London, Hanover Square W1S 1JW Retail Leasehold
17191X London, 29-31 Wormwood Street EC2M 1RP Retail Leasehold
30498X London, Fenchurch St 100 EC3M 5JD Retail Leasehold
30083X London, Old Brompton Road SW7 3DL Retail Leasehold
30577X London, Tottenham Court Road W1T 7NQ Retail Leasehold
12462X Long Eaton NG10 1LY Retail Leasehold
12761X Long Sutton PE12 9JD Retail Leasehold
11944X Longfield DA3 7QQ Retail Leasehold
10125X Longton ST3 2JJ Retail Leasehold
12690X Looe PL13 1DL Retail Leasehold
13796X Loughborough Bishop Meadow Rd LE11 5RE Retail Leasehold
12465X Loughborough Market Place LE11 3EA Retail Leasehold
11105X Loughton High Road IG10 1AZ Retail Mixed
13483X Louth LN11 9PG Retail Leasehold
14119X Lower Tottenham High Rd 852 N17 0EY Retail Leasehold
12348X Lowestoft London Rd North NR32 1LT Retail Leasehold
13052X Ludlow 1-2/3 King Street SY8 1AQ Retail Leasehold
11867X Luton Arndale Centre George St LU1 2AE Retail Mixed
176
11865X Luton Dunstable Rd LU1 1EY Retail Leasehold
11861X Luton Leagrave LU3 2QG Retail Leasehold
11874X Luton, Hitchin Road LU2 7UG Retail Leasehold
12470X Lutterworth LE17 4AU Retail Leasehold
13212X Lymington SO4 9AQ Retail Leasehold
12895X Lytham FY8 5ER Retail Leasehold
12763X Mablethorpe LN12 1AX Retail Leasehold
12061X Macclesfield, Market Place SK10 1HA Retail Leasehold
13053X Machynlleth SY20 8DW Retail Leasehold
12961X Maidenhead Bridge Rd SL6 8NB Retail Leasehold
12959X Maidenhead High St SL6 1PX Retail Leasehold
30084X Maidstone, Fremlin Walk ME14 1QG Retail Leasehold
14507X Maindee Chepstow Road NP19 8XP Retail Leasehold
10613X Maldon High Street 58/60 CM9 7PR Retail Leasehold
10275X Malmesbury SN16 9AR Retail Leasehold
13484X Malton YO17 0AE Retail Leasehold
17363X Manchester 17-23 St Anns Square M2 7PW Retail Leasehold
17317X Manchester 86-88 Market Street M1 1PD Retail Leasehold
20168X Manchester Longsight M12 4JH Retail Leasehold
14323X Manchester, Citygate Court M2 3HQ Retail Leasehold
13710X Manchester, Grove House M13 9NG Retail Leasehold
12085X Manchester, Moston M10 9NB Retail Long Leasehold
12090X Manchester, St Ann'S Square M2 7PW Retail Long Leasehold
11047X Manningtree CO11 1AF Retail Leasehold
12471X Mansfield Market Place NG18 1HR Retail Leasehold
14185X Mapperley NG3 5LG Retail Leasehold
12765X March PE15 8TQ Retail Leasehold
11953X Margate CT9 1EB Retail Leasehold
12766X Market Deeping PE6 8EA Retail Leasehold
12474X Market Harborough LE16 7NR Retail Leasehold
14212X Marlborough SN8 1LP Retail Leasehold
12599X Marlow SL7 1AR Retail Leasehold
12108X Marple SK6 6AZ Retail Leasehold
11447X Masham HG4 4ED Retail Leasehold
10277X Melksham SN12 6LJ Retail Leasehold
12477X Melton Mowbray LE13 0UD Retail Leasehold
10513X Merthyr Tydfil High St 47 CF47 8DL Retail Leasehold
13783X Merton SW19 3BN Retail Leasehold
21918X Middlesbrough Centre Mall TS1 2LS Retail Leasehold
10704X Middlesbrough, Acklam Road TS5 7BW Retail Leasehold
14046X Middleton M27 3TE Retail Leasehold
12111X Middlewich CW10 9AQ Retail Leasehold
13217X Midhurst GU29 9DL Retail Leasehold
10293X Midsomer Norton BA3 2HQ Retail Leasehold
177
11051X Mildenhall IP28 7EA Retail Leasehold
13328X Milford Haven SA73 3JB Retail Leasehold
11661X Mill Hill 116611 NW7 3DH Retail Leasehold
14188X Millom LA18 4JA Retail Leasehold
12883X Milnthorpe LA7 7DX Retail Leasehold
20225X Milton Keynes Lsu3 Midsummer Place MK9 3GB Retail Leasehold
10800X Minehead TA24 5LS Retail Leasehold
11289X Mitcham Upper Green CR4 2PF Retail Leasehold
13057X Mold CH7 1BB Retail Leasehold
13684X Monmouth NP25 3DY Retail Leasehold
12898X Morecambe, Euston Road LA4 5DE Retail Leasehold
11574X Moreton, Merseyside L46 0SP Retail Leasehold
11449X Morley LS27 8DX Retail Leasehold
13333X Mumbles SA3 4AU Retail Long Leasehold
11201X Muswell Hill N10 1DD Retail Leasehold
10253X Nailsea BS48 1AP Retail Long Leasehold
12112X Nantwich CW5 5DH Retail Leasehold
13334X Narberth SA67 7BY Retail Leasehold
13337X Neath SA11 1RE Retail Leasehold
12902X Nelson BB9 7EH Retail Leasehold
11575X Neston CH64 9TZ Retail Leasehold
11773X New Malden KT3 4HF Retail Leasehold
13218X New Milton BH25 6LA Retail Leasehold
12478X Newark-On-Trent NG24 1EJ Retail Leasehold
22151X Newbury Parkway RG14 Retail Leasehold
13340X Newcastle Emlyn SA38 9AU Retail Leasehold
14032X Newcastle Under Lyme 118-124 High St ST5 1PT Retail Leasehold
12238X Newcastle Upon Tyne, Acorn Road NE2 2DJ Retail Leasehold
12240X Newcastle Upon Tyne, Byker NE6 1HR Retail Leasehold
12204X Newcastle Upon Tyne, Forest Hall NE12 0AR Retail Leasehold
12247X Newcastle Upon Tyne, Gosforth NE3 4AS Retail Leasehold
30470X Newcastle upon Tyne, Northumberland Street NE1 7AF Retail Leasehold
12262X Newcastle Upon Tyne, Wingrove NE4 9BN Retail Leasehold
10278X Newent GL18 1AH Retail Leasehold
14137X Newham E13 9PL Retail Leasehold
10433X Newmarket CB8 8LB Retail Leasehold
10523X Newport Gwent Commercial St NP20 1HE Retail Leasehold
13061X Newport Shropshire TF10 7AU Retail Leasehold
13221X Newport, St James Square PO30 1UP Retail Leasehold
14269X Newquay Bank St TR7 1JE Retail Leasehold
12696X Newquay Chester Road TR7 2RX Retail Leasehold
81186X Newry BT34 1AR Retail Leasehold
10802X Newton Abbot Courtenay Street TQ12 2EA Retail Leasehold
10713X Newton Aycliffe DL5 4DT Retail Leasehold
178
11578X Newton Le Willows WA12 9BG Retail Leasehold
13062X Newtown Powys Cross Buildings SY16 2AJ Retail Leasehold
81839X Newtownards BT23 7HS Retail Leasehold
11205X Noel Park N22 6DH Retail Leasehold
11294X Norbury SW16 4BX Retail Leasehold
11451X Normanton WF6 2AS Retail Leasehold
10895X North Farnborough GU14 7PQ Retail Leasehold
11207X North Finchley N12 9QZ Retail Leasehold
10717X North Omesby TS3 6NH Retail Leasehold
13678X North Shields NE30 1QX Retail Long Leasehold
12351X North Walsham NR28 9BQ Retail Leasehold
10715X Northallerton DL7 8LJ Retail Leasehold
12768X Northampton Kingsthorpe NN2 7SL Retail Leasehold
12775X Northampton The Drapery NN1 2HH Retail Leasehold
12776X Northampton Weedon Road NN5 5BG Retail Leasehold
12777X Northampton Wellingborough Rd NN1 4EN Retail Leasehold
17105X Northampton, 37-38 Weston Favell Centre NN3 8JZ Retail Leasehold
14036X Northwich, High Street CW9 5BW Retail Leasehold
11666X Northwood HA6 3AG Retail Leasehold
12353X Norwich Aylsham Rd NR3 2RJ Retail Leasehold
12357X Norwich East Anglia University NR4 7AF Retail Leasehold
12364X Norwich Sprowston Rd NR3 4DY Retail Leasehold
12370X Norwich St Stephens NR1 3QH Retail Leasehold
17366X Norwich Whitefriars NR3 1RJ Retail Leasehold
11779X Notting Hill W11 1PR Retail Leasehold
12498X Nottingham 2 High Street NG1 2EN Retail Leasehold
12485X Nottingham Lenton NG7 1QN Retail Leasehold
10134X Nuneaton CV11 4EB Retail Leasehold
12500X Oadby LE2 5BB Retail Leasehold
13063X Oakengates TF2 6DU Retail Leasehold
12501X Oakham LE15 6AN Retail Leasehold
10804X Okehampton Red Lion Yard EX20 1AW Retail Leasehold
10136X Oldbury B69 4DX Retail Leasehold
12121X Oldham, High Street OL1 3AZ Retail Leasehold
11878X Olney MK46 4ED Retail Leasehold
10615X Ongar CM5 9JL Retail Leasehold
11581X Ormskirk, Aughton Street L39 3BJ Retail Leasehold
11296X Orpington BR6 0JU Retail Leasehold
11453X Ossett WF5 8NN Retail Leasehold
13065X Oswestry SY11 1PW Retail Leasehold
11454X Otley LS21 3AP Retail Leasehold
12782X Oundle PE8 4EB Retail Leasehold
12605X Oxford Cornmarket OX1 3HS Retail Leasehold
11956X Oxted RH8 9EF Retail Leasehold
179
11957X Paddock Wood TN12 6DP Retail Leasehold
12698X Padstow PL28 8AB Retail Leasehold
10806X Paignton TQ3 3ET Retail Leasehold
11210X Palmers Green Aldermans Hl 2/4 N13 4PH Retail Leasehold
13227X Park Gate SO3 7BB Retail Mixed
14532X Park Royal Acorn Hse NW10 7JA Retail Leasehold
10215X Patchway BS34 5BP Retail Leasehold
11457X Pateley Bridge HG3 5LA Retail Leasehold
10372X Peacehaven BN10 8JS Retail Leasehold
11300X Peckham Rye SE15 4TY Retail Leasehold
81635X Peckham, 28 Rye Lane SE15 5BS Retail Leasehold
13341X Pembroke SA71 4JX Retail Leasehold
10532X Penarth CF64 1YL Retail Long Leasehold
10138X Penkridge ST19 5AE Retail Leasehold
12905X Penrith, Market Square CA11 7YB Retail Leasehold
12701X Penzance TR18 2TW Retail Leasehold
10139X Pershore WR10 1AN Retail Mixed
81775X Perth, High Street PH1 5PB Retail Leasehold
12787X Peterborough Church St PE1 1XB Retail Leasehold
12785X Peterborough Eastfield Rd PE1 4RD Retail Leasehold
12791X Peterborough Millfield PE1 2PF Retail Leasehold
12793X Peterborough Old Fletton PE2 8DP Retail Leasehold
13229X Petersfield GU32 3HW Retail Leasehold
11302X Petts Wood BR5 1LT Retail Leasehold
13487X Pickering YO18 7AF Retail Leasehold
11806X Pimlico SW1V 2JX Retail Leasehold
11673X Pinner Bridge St HA5 3HU Retail Leasehold
10616X Pitsea SS13 3AX Retail Leasehold
81448X Plumstead, Lakedale Road SE18 1PP Retail Leasehold
17364X Plymouth Armada Way PL1 1HY Retail Leasehold
10811X Plymouth Mutley Plain PL4 6LP Retail Leasehold
10817X Plympton PL7 2AE Retail Leasehold
10818X Plymstock PL9 7AE Retail Leasehold
13488X Pocklington YO4 2AH Retail Leasehold
11213X Ponders End EN3 4DS Retail Leasehold
13344X Pontardawe SA8 4HU Retail Leasehold
11458X Pontefract WF8 1AG Retail Leasehold
12268X Ponteland NE20 9SS Retail Leasehold
10536X Pontypridd Taff St 91 CF37 4SN Retail Mixed
13231X Poole High Street BH15 1BL Retail Leasehold
22427X Poole Stadium Car Park BH15 2BP Other Leasehold
13346X Port Talbot Station Road SA13 1LJ Retail Leasehold
81863X Portadown BT62 1HZ Retail Leasehold
10539X Porth CF39 9NT Retail Leasehold
180
10541X Porthcawl CF36 3DT Retail Leasehold
13067X Porthmadog LL49 9ET Retail Leasehold
10254X Portishead BS20 6EH Retail Leasehold
13237X Portsmouth Commercial Rd PO1 1BT Retail Leasehold
13240X Portsmouth North End PO2 0LU Retail Leasehold
11881X Potters Bar Darkes Lane EN6 1BA Retail Leasehold
12908X Poulton Le Fylde FY6 7BP Retail Leasehold
14459X Prestatyn LL19 9AU Retail Leasehold
12913X Preston, Fishergate PR1 2DD Retail Leasehold
12915X Preston, Moor Park PR1 1LA Retail Leasehold
12129X Prestwich, Bury New Road M25 5AU Retail Leasehold
12613X Princes Risborough, High St HP17 0BD Retail Leasehold
12269X Prudhoe NE42 5PU Retail Leasehold
11306X Purley CR2 2YH Retail Leasehold
11782X Putney High Street SW15 1SG Retail Long Leasehold
13069X Pwllheli LL53 5RL Retail Leasehold
11882X Radlett WD7 7AJ Retail Leasehold
11118X Rainham Essex RM13 9YR Retail Leasehold
11958X Rainham Kent ME8 7HR Retail Leasehold
11959X Ramsgate CT11 9DZ Retail Leasehold
12133X Rawtenstall BB4 8DY Retail Leasehold
10617X Rayleigh SS6 7EL Retail Leasehold
17361X Reading 90-93 Broad St RG1 2AP Retail Leasehold
10720X Redcar TS10 1DX Retail Leasehold
20818X Redditch Kingfisher Walk B97 4EX Retail Leasehold
10896X Redhill Station Road RH1 1PW Retail Leasehold
16882X Redruth Fore Street TR15 2BL Retail Leasehold
10898X Reigate RH2 7AA Retail Leasehold
12504X Retford DN22 6DQ Retail Leasehold
13075X Rhyl LL18 1EU Retail Leasehold
10728X Richmond, North Yorkshire DL10 4JH Retail Leasehold
11785X Richmond-U-T George St TW9 1JU Retail Leasehold
11883X Rickmansworth Church St WD3 1BT Retail Leasehold
13244X Ringwood High St BH24 1BZ Retail Leasehold
12506X Ripley DE5 3AE Retail Leasehold
11461X Ripon HG4 1BP Retail Leasehold
10544X Risca NP11 6BW Retail Leasehold
10549X Roath Park Cardiff 42 CF2 3YR Retail Mixed
12137X Rochdale, Yorkshire Street OL16 1BJ Retail Leasehold
10619X Rochford SS4 1BE Retail Leasehold
11120X Roman Road 611/613 E3 2RR Retail Leasehold
11122X Romford RM1 1RH Retail Leasehold
13246X Romsey SO5 8YA Retail Leasehold
13077X Ross On Wye HR9 5BY Retail Leasehold
181
12271X Rothbury NE65 7ST Retail Leasehold
12507X Rotherham, Bridgegate S60 1PG Retail Leasehold
12509X Rotherham, The Stag Roundabout S65 3AD Retail Leasehold
11307X Rotherhithe Surrey Docks SE16 2LR Retail Leasehold
10439X Royston Herts SG8 9AB Retail Leasehold
10145X Rubery B45 9JA Retail Long Leasehold
14027X Rugby North Street CV21 2AN Retail Leasehold
10149X Rugeley WS15 2DX Retail Leasehold
11677X Ruislip High St HA4 7AT Retail Leasehold
12797X Rushden NN10 0NN Retail Leasehold
13247X Rustington BN16 3DH Retail Leasehold
13078X Ruthin LL15 1dl Retail Leasehold
13248X Ryde PO33 2PP Retail Leasehold
11966X Rye TN31 7JL Retail Leasehold
10442X Saffron Walden CB10 1HR Retail Leasehold
14690X Sale M33 2DH Retail Leasehold
14562X Salford, Anchorage Quays M50 3XE Retail Leasehold
13249X Salisbury County Hotel Shop High Street SP1 2NP Retail Long Leasehold
12720X Saltash PL12 6JN Retail Leasehold
10730X Saltburn-By-The-Sea TS12 1AB Retail Leasehold
12145X Sandbach CW11 1AS Retail Leasehold
10453X Sandy SG19 1AH Retail Leasehold
10454X Sawbridgeworth CM21 9AU Retail Leasehold
11054X Saxmundham IP17 1AE Retail Leasehold
13489X Scarborough, St Nicholas Street YO11 2HS Retail Leasehold
12721X Scilly Isles TR21 0LL Retail Leasehold
13496X Scunthorpe, High Street DN15 6LZ Retail Leasehold
10379X Seaford BN25 1NG Retail Leasehold
13933X Seaham SR7 7HA Retail Leasehold
12277X Seahouses NE68 7SJ Retail Long Leasehold
10732X Sedgefield TS21 2AX Retail Leasehold
10150X Sedgley DY3 1RR Retail Leasehold
13500X Selby Y08 4NX Retail Leasehold
11310X Selsdon CR2 8LB Retail Leasehold
13252X Selsey PO20 0QN Retail Leasehold
11463X Settle BD24 9DP Retail Leasehold
13518X Sevenoaks High St 80 TN13 1LR Retail Leasehold
10279X Shaftesbury SP7 8JD Retail Leasehold
13253X Shanklin PO37 6JR Retail Leasehold
12146X Shaw OL2 8NJ Retail Long Leasehold
81245X Shawlands, Units 3A & 4 G41 3NN Retail Leasehold
11970X Sheerness ME12 1AE Retail Leasehold
17344X Sheffield, 2-10 Pinstone Street S1 2HN Retail Leasehold
16955X Sheffield, Arena Square S9 2DF Retail Leasehold
182
12436X Sheffield, Hillsborough S6 4GY Retail Leasehold
12525X Sheffield, Meadowhead S8 7UJ Retail Leasehold
11889X Shefford SG17 5DN Retail Leasehold
10151X Sheldon B26 3JG Retail Leasehold
10621X Shenfield CM15 8JE Retail Leasehold
13818X Shepherds Bush Green W12 8QE Retail Leasehold
10822X Sherborne DT9 3BB Retail Leasehold
12374X Sheringham NR26 8DU Retail Leasehold
13080X Shifnal TF11 9AX Retail Leasehold
11465X Shipley BD18 3QA Retail Leasehold
10152X Shirley West Mids Stratford Rd B90 3AT Retail Leasehold
10380X Shoreham By Sea High St BN43 5DA Retail Leasehold
16932X Shrewsbury 43-46 Castle Street SY1 2BU Retail Leasehold
13086X Shrewsbury Harlescott SY1 3AH Retail Leasehold
11311X Sidcup High St DA14 6DH Retail Leasehold
10823X Sidmouth EX10 8EB Retail Leasehold
10381X Silverhill TN37 7DQ Retail Leasehold
11973X Sittingbourne ME10 4AW Retail Leasehold
12799X Skegness PE25 3LU Retail Leasehold
11596X Skelmersdale, The Concourse WN8 6NJ Retail Leasehold
11469X Skipton BD23 1DH Retail Leasehold
12801X Sleaford NG34 7SS Retail Leasehold
13405X Slough Queensmere SL1 1DT Retail Long Leasehold
13406X Slough Trading Estate SL1 4RP Retail Leasehold
10153X Smethwick Bearwood B66 4BD Retail Leasehold
10154X Smethwick Cape B66 4RZ Retail Leasehold
10456X Soham CB7 5HE Retail Leasehold
17331X Solihull , Mill Lane B91 3AR Retail Leasehold
11683X South Harrow HA2 0EW Retail Leasehold
30579X South Harrow, Northolt Road HA2 8HP Retail Leasehold
12282X South Shields, Harton NE34 7LZ Retail Leasehold
12279X South Shields, King Street NE33 1NH Retail Leasehold
11129X South Woodford E18 1AZ Retail Leasehold
13682X South Woodham Ferrers CM3 5TF Retail Leasehold
13411X Southall The Broadway 30/32 UB1 1PX Retail Leasehold
17362X Southampton 67-75 Above Bar Street SO14 7DZ Retail Leasehold
11150X Southampton Row WC1B 4AT Retail Leasehold
13819X Southampton Shirley Rd SO15 3JF Retail Leasehold
20437X Southend High Street SS1 1LH Retail Leasehold
11792X Southfields SW18 5LS Retail Leasehold
11217X Southgate Chase Side 18/24 & Unit 200 N14 5PB Retail Leasehold
11602X Southport, Lord Street PR8 1PD Retail Leasehold
13267X Southsea PO5 3LW Retail Leasehold
14325X Southwell NG25 0JN Retail Leasehold
183
10382X Southwick West Sussex BN42 4FH Retail Leasehold
11055X Southwold IP18 6DT Retail Leasehold
12804X Spalding PE11 1SR Retail Leasehold
10739X Spennymoor DL16 7LD Retail Leasehold
14611X St Albans Lockey Hse AL1 3LP Retail Leasehold
30356X St Andrews, Market Street KY16 9PB Retail Leasehold
12921X St Annes On The Sea FY8 1UE Retail Leasehold
12709X St Austell PL25 4QH Retail Leasehold
11590X St Helens, Church Street WA10 1BG Retail Leasehold
10445X St Ives Cambs The Pavement PE27 5AQ Retail Leasehold
12715X St Ives Cornwall TR26 1RT Retail Leasehold
11679X St Johns Wood Wellington Road NW8 9TJ Retail Leasehold
10450X St Neots PE19 1AS Retail Leasehold
10159X Stafford Market Square ST16 2BE Retail Leasehold
13415X Staines High St TW18 4PS Retail Leasehold
11131X Stamford Hill N16 6RA Retail Mixed
12808X Stamford Lincs Broad St PE9 1PZ Retail Leasehold
10741X Stanhope DL13 2TU Retail Leasehold
12284X Stanley, Tyne & Wear DH9 0TA Retail Leasehold
11685X Stanmore HA7 4DB Retail Leasehold
20747X Stevenage The Forum SG1 1ES Retail Leasehold
10383X Steyning BN44 3YZ Retail Leasehold
81700X Stirling, Murray Place FK8 2DD Retail Leasehold
14328X Stockport, Bridge Street SK1 1XU Retail Leasehold
14528X Stockton Heath, Warrington WA4 6NJ Retail Leasehold
10743X Stockton-On-Tees, High Street TS18 1AH Retail Long Leasehold
10749X Stokesley TS9 5DQ Retail Leasehold
10163X Stone ST15 8AQ Retail Leasehold
11795X Stonecot Hill SM3 9HF Retail Leasehold
11893X Stony Stratford MK11 1HR Retail Leasehold
10384X Storrington RH20 4NG Retail Leasehold
10164X Stourbridge DY8 1EJ Retail Leasehold
10167X Stourport On Severn DY13 8BT Retail Leasehold
12614X Stow On The Wold GL54 1BH Retail Leasehold
11056X Stowmarket IP14 1EA Retail Leasehold
17342X Stratford E15 1XJ Retail Leasehold
10171X Stratford Upon Avon, Market Cross CV37 6AP Retail Leasehold
22387X Stratford Westfield E20 1EH Retail Leasehold
20224X Streatham High Road SW16 1BN Retail Leasehold
10282X Street BA16 0EY Retail Leasehold
11974X Strood ME2 4AT Retail Leasehold
10283X Stroud GL5 3DF Retail Leasehold
11686X Sudbury Hill Greenford Road UB6 0HY Retail Leasehold
11057X Sudbury Suffolk CO10 2EP Retail Leasehold
184
13418X Sunbury On Thames Sunbury X TW6 7AG Retail Leasehold
16985X Sunderland, Admiral Way Tyne House SR3 3XF Office Leasehold
16986X Sunderland, Admiral Way Wear House SR3 3XF Office Leasehold
12286X Sunderland, Fawcett Street SR1 1SD Retail Leasehold
13721X Sunderland, Southwick SR5 2HT Retail Leasehold
13419X Sunningdale SL5 0EW Retail Leasehold
11799X Surbiton KT6 4PD Retail Leasehold
22416X Sutton Coldfield B72 1PH Retail Leasehold
12531X Sutton In Ashfield NG17 1DH Retail Leasehold
11315X Sutton Surrey High Street SM1 1DR Retail Leasehold
12533X Swadlincote DE11 0AL Retail Leasehold
12378X Swaffham PE37 7AH Retail Leasehold
13270X Swanage BH19 1AE Retail Leasehold
11975X Swanley BR8 7JT Retail Leasehold
14173X Swansea Charter Courtmorriston Enterprise Pk SA7 9EH Retail Leasehold
22885X Swansea, Oxford St. SA1 3BR Retail Leasehold
14160X Swindon High Street SN1 3EP Retail Leasehold
14317X Swindon Papermakers Hse SN5 7BD Retail Leasehold
12624X Swindon Regent Street SN1 1QB Retail Leasehold
12150X Swinton, Chorley Road M27 2AE Retail Long Leasehold
14613X Swiss Cottage, Finchley Road 131 NW3 6HY Retail Leasehold
81875X Sydenham, Sydenham Road SE26 5UA Retail Leasehold
12534X Syston LE7 2HD Retail Leasehold
13502X Tadcaster LS24 9AJ Retail Leasehold
12985X Tadley RG26 6QA Retail Leasehold
10552X Talbot Green CF72 8AL Retail Leasehold
10174X Tamworth Middle Entry B79 7NJ Retail Leasehold
10828X Taunton North Street TA1 1LZ Retail Leasehold
10830X Tavistock PL19 0BU Retail Leasehold
13420X Teddington The Causeway TW11 0HB Retail Leasehold
10831X Teignmouth TQ14 8HP Retail Leasehold
13090X Telford Centre TF3 4AD Retail Leasehold
11224X Temple Fortune NW11 6XJ Retail Long Leasehold
13360X Tenby SA70 7HD Retail Leasehold
11976X Tenterden TN30 6AS Retail Leasehold
10284X Tewkesbury GL20 5JS Retail Leasehold
12627X Thame OX9 3DU Retail Leasehold
12987X Thatcham RG19 3HY Retail Leasehold
12379X Thetford Bridge St IP24 3AB Retail Leasehold
13503X Thirsk YO7 1LF Retail Leasehold
17358X Thornaby Unit 12 & 13 Block B TS17 9FF Retail Leasehold
10286X Thornbury BS35 2AR Retail Leasehold
11319X Thornton Heath Ambassador Hse CR7 7YL Retail Leasehold
12811X Thrapston NN14 4LF Retail Leasehold
185
10385X Three Bridges RH10 1LJ Retail Leasehold
81788X Thurrock Lakeside RM20 2ZH Retail Leasehold
10633X Tilbury RM18 7QU Retail Leasehold
12988X Tilehurst RG3 4RW Retail Leasehold
12151X Timperley WA14 6FT Retail Leasehold
10635X Tiptree CO5 0ST Retail Leasehold
10833X Tiverton EX16 6LE Retail Leasehold
11978X Tonbridge High Street TN9 1DJ Retail Leasehold
10553X Tonypandy CF40 1AF Retail Leasehold
81487X Tooting, Mitcham Road SW17 9NA Retail Leasehold
10837X Torquay 38 Fleet Street TQ2 5DL Retail Leasehold
10841X Totnes TQ9 5NN Retail Leasehold
14393X Totton Commercial Road 39A SO40 3YN Retail Leasehold
12812X Towcester NN12 6BT Retail Leasehold
10556X Tredegar NP22 3DF Retail Leasehold
10488X Treforest Industrial Estate CF37 5UR Retail Leasehold
10559X Treorchy CF42 6AN Retail Leasehold
11894X Tring HP23 4AD Retail Leasehold
10287X Trowbridge Fore Street BA14 8HY Retail Leasehold
12723X Truro King Street TR1 2RB Retail Leasehold
22581X Tunbridge Wells TN1 2TB Retail Leasehold
10176X Tunstall ST6 5TN Retail Leasehold
13422X Twickenham York St 2 TW1 3LE Retail Leasehold
10386X Uckfield TN22 1RG Retail Leasehold
12924X Ulverston LA12 7AL Retail Leasehold
17059X University Of Southampton SO17 1TW Retail Leasehold
10388X University Of Sussex BN1 9RH Retail Leasehold
11135X Upminster RM14 2SJ Retail Leasehold
12536X Uppingham LE15 9QD Retail Leasehold
11137X Upton Park E7 8LG Retail Leasehold
11605X Upton, Merseyside L49 0TQ Retail Leasehold
12155X Urmston M41 0TS Retail Leasehold
10560X Usk NP15 1AB Retail Leasehold
10179X Uttoxeter ST14 7HR Retail Leasehold
13424X Uxbridge High Street 141/142 UB1 1DS Retail Leasehold
12729X Wadebridge PL27 7DN Retail Leasehold
22300X Wakefield Trinity Walk Shopping Centre WF1 1QS Retail Leasehold
12990X Wallingford OX10 0EJ Retail Leasehold
11324X Wallington SM6 0NF Retail Leasehold
12293X Wallsend NE28 8JB Retail Leasehold
21916X Walsall Park Street WS1 1NG Retail Leasehold
11895X Waltham Abbey EN9 1DN Retail Leasehold
81476X Waltham Cross EN8 7BX Retail Leasehold
11139X Walthamstow Hoe Street E17 9QE Retail Leasehold
186
10902X Walton KT12 2QX Retail Leasehold
11325X Walworth SE17 1JF Retail Leasehold
12631X Wantage OX12 8AG Retail Leasehold
11897X Ware SG12 9BG Retail Leasehold
13277X Wareham BH20 4LB Retail Leasehold
10288X Warminster BA12 9AR Retail Leasehold
30376X Warrington, Golden Square WA1 1TW Retail Leasehold
10183X Warwick High Street CV34 4AW Retail Leasehold
12295X Washington, The Galleries NE38 7SH Retail Leasehold
13279X Waterlooville PO7 7ER Retail Leasehold
81420X Watford WD17 2BS Retail Mixed
12383X Watton IP25 6AF Retail Leasehold
10185X Wednesbury WS10 7AJ Retail Leasehold
10186X Wednesfield WV11 1SX Retail Leasehold
10187X Wellesbourne CV35 9NE Retail Leasehold
12815X Wellingborough NN8 1AT Retail Leasehold
13094X Wellington Shropshire TF1 1DQ Retail Leasehold
10844X Wellington Somerset TA21 8AN Retail Leasehold
10290X Wells BA5 2RH Retail Leasehold
12384X Wells Next The Sea NR23 1JQ Retail Leasehold
14577X Welshpool SY21 7SH Retail Leasehold
11902X Welwyn AL6 9LL Retail Leasehold
14574X Welwyn Howards Centre AL8 6AR Retail Leasehold
13097X Wem SY4 5DL Retail Leasehold
11692X Wembley High Road 506 HA9 7BP Retail Leasehold
11695X Wembley Park HA9 9AH Retail Leasehold
12537X West Bridgford NG2 6BT Retail Leasehold
10189X West Bromwich B70 8LP Retail Leasehold
10857X West Byfleet KT14 6LL Retail Leasehold
13428X West Drayton UB7 7DH Retail Leasehold
11813X West Ealing W13 9DD Retail Leasehold
11696X West Hampstead NW6 1UY Retail Leasehold
13429X West Hounslow Bath Rd TW4 7HY Retail Leasehold
11612X West Kirby L48 4HE Retail Leasehold
11064X West Mersea CO5 8HX Retail Leasehold
11335X West Norwood SE27 9DW Retail Leasehold
11336X West Wickham BR4 ONP Retail Leasehold
10390X West Worthing Goring Rd BN12 4AH Retail Leasehold
13282X Westbourne BH4 9BJ Retail Leasehold
10295X Westbury On Trym BS9 3DR Retail Mixed
10294X Westbury Wilts BA13 3DH Retail Leasehold
11329X Westcombe Park SE3 7AB Retail Leasehold
12297X Westerhope NE5 5HP Retail Leasehold
12159X Westhoughton BL5 3BB Retail Leasehold
187
10297X Weston Super Mare 26/30 Regent Street BS23 1HS Retail Leasehold
11481X Wetherby, Market Place LS22 6NF Retail Leasehold
10906X Weybridge Church St 3 KT13 8DD Retail Leasehold
10845X Weymouth DT4 8PB Retail Leasehold
12868X Whalley BB7 9SW Retail Leasehold
14136X Whetstone High Rd 1250 N20 0PB Retail Leasehold
12301X Whickham NE16 4DZ Retail Leasehold
13504X Whitby YO21 1BE Retail Leasehold
13098X Whitchurch Shropshire SY13 1AP Retail Leasehold
10561X Whitchurch South Glamorgan CF4 1XQ Retail Leasehold
13675X Whitechapel E1 1BS Retail Leasehold
13705X Whitehaven CA28 7OL Retail Leasehold
12302X Whitley Bay NE26 3RA Retail Leasehold
11985X Whitstable CT5 1AU Retail Leasehold
12820X Whittlesey PE7 1AF Retail Leasehold
13430X Whitton TW2 7LW Retail Leasehold
10641X Wickford SS12 0BA Retail Leasehold
14184X Wigan, Victoria House WN1 1QS Retail Leasehold
12538X Wigston LE18 1DR Retail Leasehold
10191X Willenhall WV13 2NQ Retail Leasehold
11699X Willesden Green NW10 2TE Retail Leasehold
12168X Wilmslow, Grove Street SK9 1ER Retail Leasehold
14394X Wimbledon Barclays Hse SW19 7JZ Retail Leasehold
13286X Wimborne BH21 1JA Retail Leasehold
13289X Winchester Jewry St SO23 8RG Retail Leasehold
11230X Winchmore Hill Station Rd N21 3ND Retail Mixed
12930X Windermere LA23 1EB Retail Leasehold
13431X Windsor High St SL4 1PG Retail Leasehold
12171X Winsford CW7 1AG Retail Leasehold
13293X Winton BH3 7AX Retail Leasehold
12821X Wisbech Old Market PE13 1NN Retail Leasehold
10642X Witham Newland Street CM8 2AJ Retail Leasehold
13547X Witney OX8 7BJ Retail Leasehold
14243X Woking Town Gate Hse GU21 6AE Retail Leasehold
12994X Wokingham RG11 1AR Retail Leasehold
10193X Wolverhampton Chapel Ash WV3 0TL Retail Leasehold
10195X Wolverhampton Queen Square WV1 1DS Retail Leasehold
10199X Wombourne WV5 9HA Retail Leasehold
11065X Woodbridge IP12 1DJ Retail Leasehold
11146X Woodford Green The Broadway IG8 0HJ Retail Mixed
12995X Woodley Berks RG5 3JL Retail Leasehold
11337X Woodside CR9 6DA Retail Leasehold
12636X Woodstock OX7 1SW Retail Leasehold
30501X Woolwich, Royal Arsenal Riverside, Units 3 & 4 SE18 6FL Retail Leasehold
188
12637X Wootton Bassett SN4 7BH Retail Leasehold
10203X Worcester High Street WR1 2QQ Retail Leasehold
11821X Worcester Park Central Rd 165 KT4 8DS Retail Leasehold
12931X Workington CA14 2AT Retail Leasehold
12542X Worksop S80 1JB Retail Leasehold
10299X Worle BS22 6JD Retail Leasehold
10393X Worthing Chapel Rd 1/5 BN11 1EX Retail Leasehold
17357X Wrexham Hope Street LL11 1BE Retail Leasehold
12386X Wroxham NR12 8UP Retail Leasehold
11483X Wyke BD12 9PA Retail Leasehold
12389X Wymondham NR18 0AL Retail Leasehold
10757X Yarm TS15 9AH Retail Leasehold
10301X Yate BS37 4AN Retail Leasehold
10849X Yeovil King George Street BA20 1PX Retail Leasehold
13506X York, Parliament Street YO1 1XD Retail Leasehold
10562X Ystrad Mynach CF82 7AA Retail Leasehold
14093X Ystradgynlais SA9 1HE Retail Leasehold
189
APPENDIX 5
SERVCO PROPERTIES
Leasehold interests
Building Code
Name Postcode Use Tenure
17110X 1 Churchill Place, Canary Wharf E14 5HP Office Leasehold
17352X Aberdeen Union Plaza AB10 1SL Office Leasehold
17353X Bath Queen Square House BA1 2HA Office Leasehold
17328X Belfast Donegall House BT1 5GB Office Leasehold
30057X Bridgewater House BS1 6BX Office Leasehold
14246X Cambridge Mortlock Hse CB24 9NP Office Leasehold
85001X Cardiff Cadarn House CF23 8FF Office Leasehold
14089X Cardiff Windsor Court CF10 3BX Office Leasehold
21520X Chelmsford Priory Place CM2 0PP Office Leasehold
14492X Chingford Barclays Hse E4 8TD Office Leasehold
14381X Colwyn Bay Raymond Court LL29 7HU Office Leasehold
70339X County Gates House BH1 2BW Office Leasehold
80022X Edinburgh, 11 Melville Crescent EH3 7LU Office Leasehold
30388X Fleet, Logic House GU51 3SB Office Leasehold
30389X Fleet, Nisaba House GU51 3TZ Office Leasehold
14167X Gadbrook Park, Octagon House CW9 7RB Office Leasehold
17298X Glasgow Aurora Bothwell Street G2 7JT Office Leasehold
14454X Gloucester Britannia Warehouse GL1 2EH Office Leasehold
22884X Guildford Ranger House GU1 4UL Office Leasehold
20752X Heathrow World Business Centre TW6 2TA Office Leasehold
17354X Hull, Humber Quays HU1 2BN Office Leasehold
21497X Inverness Cradlehall IV1 1SU Office Leasehold
80045X Ipswich, Lower Brook Street IP4 1AQ Office Leasehold
14592X Kendal, Barclays House LA9 7RL Office Leasehold
13743X Kirkby, Merseyside L32 8RA Office Leasehold
14620X Leeds, Millshaw Court LS11 8EG Office Leasehold
17184X Leeds, Park Row LS1 5JL Office Leasehold
16992X Leicester Meridian Business Park LE19 1RP Office Leasehold
70338X Liverpool Chapel Street L3 9AG Office Leasehold
17244X London Exchange Tower E14 9GE Office Leasehold
30378X London, Stanhope Gate W1K 1AF Office Leasehold
30089X Manchester, Piccadilly Place M1 3BN Office Leasehold
17240X Manchester, Spinningfields M3 3AX Office Leasehold
10700X Middlesbrough, Albert Road TS1 1QD Office Leasehold
190
13573X Milton Keynes Ashton Hse MK9 2LD Office Leasehold
30085X Newcastle, East Quay NE1 2BH Office Leasehold
21377X Northampton Waterside Way NN4 7XD Office Leasehold
80077X Northwich, Osborne Court CW9 7UD Office Leasehold
16973X Oxford, West Way, Wytham Court OX2 0JB Office Leasehold
17341X Poole County Gates House BH1 2BW Office Leasehold
14503X Preston, Riversway Unit 4 PR2 2XY Office Leasehold
17219X Reading Apex Plaza RG1 1AX Office Leasehold
14229X Richmond-U-T Onslow Hall TW9 1QS Office Leasehold
21357X Sheffield 1 St Paul'S Place, S1 2JX Office Leasehold
17356X Slough Data Centre SL1 4AN Other Leasehold
20346X Snow Hill Birmingham B4 6GN Office Leasehold
14559X Southampton Barclays Hse SO14 3TJ Office Leasehold
14316X St Albans Blenheim Gate AL1 3AL Office Leasehold
17195X Stoke On Trent, Riverside ST4 4RJ Office Leasehold
14601X Swansea Pocketts Wharf SA1 3XL Office Leasehold
80035X Tay House G2 4LH Office Leasehold
16917X Teesdale, Barclaycard House TS17 6EX Office Leasehold
16838X Teesdale, Barclays House TS17 6EW Office Leasehold
12725X Truro Lemon Street TR1 2NB Office Leasehold
14307X Westwood Park Longwood Close CV4 8HZ Office Leasehold
10955X Wythenshawe, Dallimore Road M23 9JA Other Long Leasehold