in the matter of barclays bank plc - and - in the … · 23. evidence: books and ... 1.2 bbplc is a...

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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

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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

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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

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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

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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);

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(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).

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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

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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

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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.

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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

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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


(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

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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


(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

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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:

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(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


(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”.


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



shall be replaced with or supplemented by references to BISL and its “affiliates” or

“group”.

Deductions


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”.


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-



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


(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


(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





Covenant to Pay Provision to BBPLC (howsoever expressed or

described) were to BBUKPLC; and



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





Indemnity Provision to BBPLC (howsoever expressed or described) were

to BBUKPLC; and



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”).


(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.


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


(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


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


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



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



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


(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.


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


(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;


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


(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


(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;


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


(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


(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


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

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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:

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(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

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(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:

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(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

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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

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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

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(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;

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(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

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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

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(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.

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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

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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.

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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.

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____________________________

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.

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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

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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:

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(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.

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____________________________

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.

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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).

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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.

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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;

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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;

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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;

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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


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


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


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


(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


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


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


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;



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:

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(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


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;

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(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:


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:



definition of “In-Scope Personal Product” through online or web-based

channels;

96



definition of “In-Scope Personal Product” through mobile phone apps;





banking and mobile products referred to in limbs (N)(i) and (N)(ii) of this

definition of “In-Scope Personal Product”;


“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:


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:



definition of “In-Scope WIM BUK Product” through online or web-based

channels;



definition of “In-Scope WIM BUK Product” through mobile phone apps;





banking and mobile products referred to in limbs (Q)(i) and (Q)(ii) of this

definition of “In-Scope WIM BUK Product”;


“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;



Time;

(C) which BBPLC acting through its Wealth Business Units has:

(i) determined is a Qualifying Group Member;



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


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


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);

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(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);

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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

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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

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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

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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.

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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:


(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


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;



(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


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


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-


(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

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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

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(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

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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:

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(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


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


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;

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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);

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Security Charging

Provision


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


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


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


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


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


Security Agreement which confers rights (howsoever expressed or described, and

including any related rights or benefits) in favour of BBPLC to appoint a liquidator,

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receiver, manager, administrative receiver or administrator (or any other similar

insolvency officeholder or practitioner);

Security Set-Off

Provision


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

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(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:


(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


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;



(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


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:

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(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


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:


(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:


(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:


(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:


(ii) relates to the introduction of both In-Scope Customers and customers

who are not In-Scope Customers to the relevant third party;

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Split BUK/BBPLC

Customer

Contract



(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


Transferring Ancillary Business Agreement and which is a:



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)




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


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


Transferring Ancillary Business Agreement, Split BUK/BBPLC Ancillary Business

Agreement or Split BUK/BISL Ancillary Business Agreement and which is a:



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)



135


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



(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-


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


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


entered into between BBPLC and one or more In-Scope Barclaycard Customers

relating exclusively to In-Scope Barclaycard Products;

Transferring

Bespoke

Straddling

Customer

Contract


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


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


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


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


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


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


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


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


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


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


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;

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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.

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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

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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