For Corporate and Investment Banking clients
How documentation will be transferred to BBI
Barclays will use a number of legal mechanisms to transfer and/or duplicate in scope contracts and business arrangements to BBI, including:
- A Part VII banking business transfer (the “Part VII”);
- Transfers under existing contractual right to transfer to affiliates;
- Amendments to product terms and conditions; or
- New documentation.
Under a Part VII, the existing contractual arrangements clients have with Barclays will be deemed to be automatically transferred and/or duplicated to BBI, so there should 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.
Barclays intends to limit contractual changes under the Part VII to those amendments required to facilitate the client document migration to BBI.
Summary of Contractual Amends
In order to facilitate and give effect to the transfer of your business relationship(s) to BBI, we may need to make certain consequential amendments to the contracts and terms you have with Barclays (whether transferring and/or duplicating contracts through the Part VII or through one of the other mechanisms). Such amendments will be limited to those changes which support the migration to BBI (e.g., to address the new jurisdiction and/or regulatory regime), and many such amendments will be 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.
Certain amendments will be generic and apply to all transferring agreements, while other changes may be specific to the particular agreement type. While many of these amendments are being made to bring the resulting transferred/replicated agreement in line with the templates for new BBI documentation, note that they may not always result in exactly the same agreement.
The amendments Barclays has identified in our review of transferring contracts have been summarised in the documents below:
- General (for all in scope agreements and businesses) (PDF 396KB)
- Corporate Banking (PDF 370KB)
- Investment Banking – Terms of Business (PDF 676KB)
- Investment Banking - Markets specific (ISDA Master Agreement, CSA, GMRA & GMSLA) (PDF 417KB)
- Investment Banking - all other agreements referenced in the Scheme (PDF 438KB)
- Private Banking and Overseas Clients (PDF 323KB)
- Supplier contracts (PDF 280KB)
If you have any questions or concerns in relation to your existing positions, we encourage you to contact the Brexit support team, your relationship manager, or your Private Banker.
Documentation not transferring under Part VII
Legal Transfer Mechanisms outside of the Part VII
Barclays intends to use the Part VII where appropriate given the benefits that this mechanism offer clients. However, in some circumstances, Barclays will use 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 will effect 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. Barclays will set up relevant processes to comply with the relevant formalities to effect the transfer and affected clients will receive further communications about the timing and formalities for the transfer in due course.
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, it will be necessary to execute 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 will set up a master novation agreement appropriate for the relevant product agreements and you will receive further communications about the novation process in due course.
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 will replicate and amend using the Part VII Transfer process), Barclays is permitted to make certain unilateral changes (including transfers to affiliates) on written notice. Clients with products governed by terms and conditions to be amended outside of the Part VII process will receive further communications about the timing and formalities to effect the relevant changes in due course.
Article 58 of the Italian Consolidated Banking Act (Article 58) – in respect of certain Italian law governed products (mainly legacy mortgages, cash accounts and products involving registered security interests under Italian law), Barclays will effect 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 plan to engage you from Q4 2018 onwards in relation to re-papering outside of the Part VII process.
Client set-up information
We plan to engage you from November 2018 onwards in relation to re-papering outside of the Part VII process.
Additional information for Corporate Banking clients
Please see below for local language versions of the Corporate Brexit email issued to certain clients from 17 September and translated versions of the FAQs.
French - Barclays Corporate Brexit outreach email (PDF 340KB)
German - Barclays Corporate Brexit outreach email (PDF 74KB)
Italian - Barclays Corporate Brexit outreach email (PDF 75KB)
Portuguese - Barclays Corporate Brexit outreach email (PDF 66KB)
Spanish - Barclays Corporate Brexit outreach email (PDF 68KB)
French - Frequently Asked Questions (PDF 340KB)
German - Frequently Asked Questions (PDF 334KB)
Italian - Frequently Asked Questions (PDF 360KB)
Portuguese - Frequently Asked Questions (PDF 318KB)
Spanish - Frequently Asked Questions (PDF 321KB)