For Corporate and Investment Banking clients
How documentation will be transferred to BBI
We are using a number of legal mechanisms to transfer and/or duplicate in scope contracts and business arrangements to BBI, including:
- A Part VII Transfer
- Transfers under existing contractual right to transfer to affiliates
- Amendments to product terms and conditions
- New documentation
Under a Part VII, the existing contractual arrangements clients have with us are deemed to be automatically transferred and/or duplicated to BBI, so there will generally be no need to re-execute such arrangements or sign any new agreements, which is expected to reduce the legal execution burden associated with the transition to BBI.
We may need to make certain consequential amendments to the contracts and terms you have with us, whether transferring and/or duplicating contracts through the Part VII or through one of the other mechanisms. These changes are generally limited to those which support the migration to BBI (e.g., to address the new jurisdiction and/or regulatory regime), and many of these are administrative (e.g., changes to the Barclays entity name, contact details, address, custody/securities account details, bank account details, process agent details, applicable regulator(s), and jurisdiction of incorporation). Some changes are generic and apply to all transferring agreements, while others are specific to the particular agreement type. More information about contractual amendments can be found here
Documentation not transferring under Part VII
Legal Transfer Mechanisms outside of the Part VII
We are using the Part VII where appropriate given the benefits that this mechanism offer clients. However, in some circumstances, we are using other mechanisms to transfer contracts and/or migrate business relationships including:
Existing Transfer Provisions
In relation to certain contracts that cannot transfer or be duplicated under the Part VII or where the use of Part VII is not possible or appropriate, we are effecting the transfer to BBI in accordance with any explicit rights of Barclays PLC to transfer to affiliates as set out in the respective contractual documentation and in compliance with applicable contractual and legal formalities.
Transfer Right (Debt) – In certain products (mainly deposits and other cash management products), the underlying agreements provide for notice of transfer. We are complying with the relevant formalities to effect the transfer and we are engaging with affected clients about the timing and formalities for the transfer.
In relation to contracts where no explicit transfer mechanisms are set out, and in circumstances where the use of the Part VII is not possible or appropriate, we are executing a novation agreement (or, depending on the relevant jurisdiction, another similar agreement achieving equivalent effect) substituting BBI as the new contracting counterparty with you. We are setting up master novation agreements appropriate for the relevant product agreements and we are currently engaging with clients regarding novation process.
Changes to Terms and Conditions
For certain products governed by terms and conditions (other than, for example, the Investment Banking Terms of Business or the Markets Terms of Business, which we replicating and amending using the Part VII Transfer process), Barclays is permitted to make certain unilateral changes (including transfers to affiliates) on written notice. We are currently engaging with clients with products governed by terms and conditions - to be amended outside of the Part VII process - about the timing and formalities to effect the relevant changes.
Article 58 of the Italian Consolidated Banking Act (Article 58) – in respect of certain Italian law governed products (mainly mortgages, cash accounts and products involving registered security interests under Italian law), we are effecting the transfer to BBI using Article 58, which enables the bulk transfer of certain assets and legal relationships through the publication of a notice in the Official Gazette of the Italian Republic and the completion of certain other formalities.
What is the anticipated timeline for non-Part VII process?
We are currently engaging with clients in relation to re-papering outside of the Part VII process.
Investment Banking - BBI PLC on-boarding information
Additional information for Corporate Banking clients
SEPA membership for the UK will be retained in the event of a no-deal Brexit
What will happen for SEPA during any transition period?
In order to make SEPA payments from a bank account in the UK, it is a pre-condition that the UK as a country, not Barclays, is permitted to remain within the group of 36 (Andorra and Vatican City joined in March 2019) SEPA countries. The European Payments Council (EPC) have confirmed that in the event of a transition period it will still be possible to make SEPA Payments and collect/pay euro direct debits from a UK bank account. The assumption is that banks in the EU will continue to treat SEPA transactions as they do today from a pricing point of view. It remains to be seen whether this will be the case.
What is the impact of a No deal Brexit for SEPA?
If the UK leaves the EEA then the UK will no longer qualify for automatic membership of SEPA. However UK Finance submitted an application to the European Payments Council (EPC) for the UK (as a country, not just Barclays) to maintain participation in SEPA. On 7 March 2019 the EPC Board approved this application. Further details can be found here.
SEPA payments will continue to be made with shared charges (code = SHA), that is a rule laid down by the SEPA Rulebook. However, banks within the EEA may charge more to send and receive SEPA transactions that involve the UK. They will be entitled to do this because the EU Regulation 924/2009 which sets out equality of pricing within the EU will no longer apply. Banks may choose not to apply additional charges, either because they are technically unable to do so or because they prefer not to penalise their own customers.
SEPA direct debits
Debtors may be charged more by their banks for the DD payment. However it is not market practice in many countries to charge for DD debits, so it remains to be seen whether banks will impose a charge for debits originating from Creditors that hold accounts in the UK. Under the Wire Transfer Regulations, DD Creditors holding accounts in the UK will be obliged to submit the debtor address with every transaction, regardless of debtor location since one leg of the transaction will now be outside the EEA(the UK leg). Some Creditors may be supplying this information today with their collections, but others may just have gathered this information from the mandates and not supplied it in their electronic files, so this is an important issue to consider.