Credit Suisse UK Limited, Re

A banking business transfer scheme may be sanctioned where the statutory and jurisdictional requirements are satisfied, the scheme serves reasonable commercial objectives, and it has no material adverse effect on affected clients. The court may make ancillary orders within its jurisdiction under the statutory framework. Relevant considerations included proper notification and explanation of the scheme, the absence of material objections, and the regulators’ non-objection after considering their statutory duties.

Credit Suisse (UK) Ltd and UBS AG applied under Part 8 for an order sanctioning a banking business transfer scheme under section 111(1) of FSMA. The scheme formed part of an internal UBS group reorganisation and provided for the transfer of substantially all of Credit Suisse UK’s banking and wealth management business, affecting clients numbering in the low thousands.

The applicants also sought ancillary orders under section 112 of FSMA. The court considered the scheme’s commercial purpose, its effect on clients, the notification and explanatory material provided, responses from clients, and the positions of the PRA and FCA.

1. Application granted. The court sanctioned the banking business transfer scheme and made the requested ancillary orders.
2. The scheme pursued reasonable commercial objectives and did not have a material adverse effect on the clients concerned. Clients had received detailed notification and explanation of the proposals. The limited responses received did not amount to objections of materiality.
3. The PRA and FCA had been properly notified, had considered the scheme in the context of their statutory duties, had approved the documents requiring approval, and raised no issues.
4. The statutory requirements, including the jurisdictional requirements, had been complied with. The ancillary orders sought under section 112 of FSMA were within the court’s jurisdiction.
5. There was therefore no reason not to make the orders and every reason to do so.