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Arrangement of Clauses (Contents)

Barclays Group Reorganisation Bill [HL]


This Bill allows for the reorganisation of a group of companies (the “Barclays Group”) which comprises Barclays Bank PLC (“Barclays”) together with certain subsidiaries of Barclays listed in the Schedule to the Bill. It makes provision for the transfer to, and vesting in, members of the Barclays Group of the undertakings and parts of the undertakings of other members of the Barclays Group.

Clause 4 allows the directors of Barclays to appoint certain undertakings or the parts of certain undertakings of members of the Barclays Group which are to be transferred to certain other members of the Barclays Group; and to appoint certain members of the Barclays Group to and from which those undertakings or the parts of those undertakings are to be transferred. It also allows the directors of Barclays to appoint days for the transfer to and vesting in the transferees of those undertakings or parts of those undertakings. Different days may be appointed for different undertakings and for different parts of undertakings.

The Bill allows only the following transfers to be made. That part of the undertaking of Barclays comprising or related to the Barclaycard business may be transferred to Barclays (CB) Limited. Those parts of the undertakings of Barclays and the subsidiaries comprising independent financial advisory businesses may be transferred to Barclays Private Bank Limited, Sedgwick Independent Financial Consultants Limited, Woolwich Independent Financial Advisory Services Limited or Barclays. Any part of the undertakings of the other subsidiaries listed in the Schedule may be transferred to Barclays.

Clause 5 provides that notices of the appointed days are to be published in the London, Edinburgh and Belfast Gazettes and a national newspaper. It also makes provision for the display of notices to that effect in branches of transferor and transferee companies.

Clause 6 provides for the transfer and vesting of the undertakings or parts of the undertakings in the transferees on the appointed days.

Clause 7 contains provisions as to trust property transferred to the transferees and also makes provision with regard to wills which refer to the transferors.

Clause 8 contains provisions supplementary to clause 6, and in particular makes provision about the continuation in effect of contracts, bank accounts and other documents and matters after an undertaking or part of an undertaking is transferred.

Clause 9 contains saving provisions concerning contracts of employment.

Clause 10 makes provision in relation to retirement benefits schemes to which a transferor or a transferee is a party. In particular it ensures that no scheme is terminated or wound up and that no right to participate in or pensionable service under a scheme is terminated, interrupted or affected by the operation of the Act.

Clause 11 makes provision for books and other documents of the transferors to be admissible in evidence.

Clause 12 relates to the application of the Bankers' Books Evidence Act 1879 to the books of the transferors.

Clause 13 makes provision regarding evidence of the transfer to, and vesting in, the transferees of undertakings or parts of undertakings of the transferors.

Clause 14 prevents certain unintended consequences occurring as a result of the transfer to, and vesting in, the transferees of any property or liabilities of the transferors.

Clause 15 provides for the dissolution of transferors at the request of Barclays, in the case where the whole of the transferor's undertaking has been transferred to one or more of the transferees.

Clause 16 contains provisions regarding application of the Bill to Scotland and to Northern Ireland.

Clause 17 provides for the costs of the promotion of the Act to be paid by Barclays.


In the view of Barclays Bank PLC the provisions of the Barclays Group Reorganisation Bill are compatible with the Convention rights.

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Prepared 28 August 2002