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Explanatory Statement Explanatory Statement Explanatory statement setting out the terms of the proposed approved by the PRA and it is intended that they will scheme for the transfer of the entirety of the business of be published in the London, Edinburgh and Belfast Kleinwort Benson Bank Limited to SG Kleinwort Hambros Gazettes, and in The Times, The Telegraph and, for Bank Limited. the benefit of international clients and third parties, the international edition of The Financial Times; 1 Overview (b) the PRA and the FCA must be provided with copies 1.1 Kleinwort Benson Bank Limited (KBBL) proposes to of the Application and this Explanatory Statement; transfer the entirety of its business as described in and paragraph 4 to SG Kleinwort Hambros Bank Limited, (c) Kleinwort Hambros must obtain from the PRA a formerly known as SG Hambros Bank Limited, certificate of adequate financial resources, and must (Kleinwort Hambros) (the Transfer) by means of a have the requisite regulatory authorisations to carry banking business transfer scheme (the Scheme) under on the transferred business. Part VII of the Financial Services and Markets Act 2000 (FSMA). 2.4 Any person (including any client or employee of either KBBL or Kleinwort Hambros) who claims that they will be 1.2 The terms of the Transfer are set out in full in the banking adversely affected by the carrying out of the Scheme is business transfer scheme document (the Scheme entitled to be heard by the Court or make representations Document) which has been submitted to the High Court in writing to it, as are the PRA and the FCA. of England and Wales (the Court) for approval under Part VII of FSMA. 2.5 Any such person who wishes to attend the Final Hearing or wishes to instruct a barrister or solicitor advocate, at 1.3 This Explanatory Statement provides a summary of the their own cost, to attend the Final Hearing and make terms of the Scheme, as required by regulation 5(4) of representations on their behalf or who wishes to make a the Financial Services and Markets Act 2000 (Control written representation to the Court is requested to give of Business Transfers) (Requirements on Applicants) notice in writing of their intentions and their objections, Regulations 2001. as soon as possible and preferably before 25 October 1.4 Further information about the Scheme and the other 2017, by email to [email protected] or key Scheme documents can be obtained from https:// by post to: www.kleinwortbenson.com/en/bank-transfer/ or from the If writing from within the UK: address and telephone numbers set out at the end of this Explanatory Statement. Freepost KLEINWORT BENSON BANK TRANSFER If writing from overseas: 2 Process Kleinwort Benson Bank Transfer 2.1 To become effective, the Scheme requires the sanction 8 St James’s Square of the Court. It is anticipated that the final Court hearing London SW1Y 4JU to sanction the Scheme (the Final Hearing) will be United Kingdom held on 30 October 2017. The Court process has been initiated by an application to the Court dated 17 July This will enable KBBL and Kleinwort Hambros to provide 2017 (the Application) and involved an initial Court notification of any changes to the hearing and, where possible, hearing at which the Court made provision for various to address any concerns raised in advance of the hearing. In procedural matters. At the Final Hearing the Court will addition, KBBL and Kleinwort Hambros will provide the PRA consider and, if thought fit, sanction the Scheme. and the FCA with copies of any such representations received, regardless of whether the person making such representations 2.2 Both KBBL and Kleinwort Hambros are authorised and has indicated they intend to attend the hearing or not. regulated by the Bank of England’s Prudential Regulation Authority (the PRA) and regulated by the Financial A failure to give written notice in advance does not prevent any Conduct Authority (the FCA). The PRA and the FCA are person who wishes to do so from attending the Final Hearing. entitled to appear at the Final Hearing and both KBBL and Kleinwort Hambros have been liaising closely with 3 Effective Date of the Scheme the PRA and FCA as part of the Scheme process. It is intended that the Scheme will become effective in 2.3 Other procedural requirements, which must be met accordance with the order of the Court on such date as KBBL between the date of the Application and the Final and Kleinwort Hambros may agree (the Effective Date). Such Hearing, are as follows: date is expected to be 6 November 2017 and if this date changes we will place a notice confirming the Effective Date (a) certain notices must be published stating that the on our website at www.kleinwortbenson.com. Unless the Application has been made. These notices have been Scheme becomes effective by the later of (i) 29 December 5.2 Subject as set out below, the Transfer under the 2017; or (ii) such other time and/or date as the Court may Scheme will not: allow on the application of KBBL or Kleinwort Hambros, it (a) invalidate or discharge any contract, security or will lapse. other arrangement having a similar effect (whether with a client or with a third party); 4 The Transferring Business (b) require further registration or re-registration or 4.1 KBBL is authorised and regulated by the PRA and filing or re-filing or amendment to any existing regulated by the FCA. It was acquired by SG Kleinwort registration or filing in respect of any security; Hambros Limited (formerly known as SG Hambros Limited) on 6 June 2016. KBBL is a licensed bank (c) allow any party to a contract to which KBBL or which provides a range of private banking and Kleinwort Hambros are a party to terminate the investment services to clients including deposit contract when it would otherwise not have been taking and lending (including in the form of regulated able to terminate it; mortgages) and advising on and arranging investments. (d) entitle any party to any contract to modify the Under the Scheme, the entirety of the business terms of the contract when that party would not of KBBL, including the marketing, origination and otherwise have been able to modify those terms; operation of current accounts, savings deposits and loans and any ancillary activities including its investment (e) entitle any person to exercise any contractual right management and advisory business for private banking or remedy it would otherwise not have been able to; clients, and together consisting of the Transferring (f) confer any greater or lesser rights or benefits Assets and Transferring Liabilities (the Transferring or impose any greater or lesser obligations on Business) will be transferred to Kleinwort Hambros. any party to a contract to which KBBL is party 4.2 The Transferring Business includes, in particular: when that greater or lesser obligation would not otherwise have been imposed; (a) all deposits accepted by KBBL; (g) affect the enforceability, priority or ranking of any (b) all loan and mortgage facilities granted by KBBL, security or other arrangement having a similar together with the benefit of all security granted to effect; or KBBL, in each case, in respect of the Transferring Business; and (h) enable any person to bring a claim in relation to any Transferring Asset or Transferring Liability. (c) all investment management activity carried on by KBBL; Agreements, accounts and mortgages (d) all investment advisory services carried on by 5.3 Any agreement or account between KBBL and a client KBBL; and in respect of the Transferring Business shall become an agreement or account between Kleinwort Hambros (e) all contracts or agreements: and that client and subject to the same terms and (i) between KBBL and its clients in relation to conditions except as described in paragraph 5.7 below. any accounts or any investment management, 5.4 Similarly, any mortgage loans made to any mortgage advisory or other services provided by KBBL client by KBBL in respect of the Transferring Business and forming a part of the Transferring Business shall become loans made between Kleinwort Hambros (the Transferring Client Agreements); and and that mortgage client, and Kleinwort Hambros will (ii) to which KBBL is a party or a beneficiary and have all rights, powers, remedies and priority in relation which relate to the Transferring Business other to any other lenders to that mortgage client as KBBL. than the Transferring Client Agreements (the Security Transferring Third Party Contracts). 5.5 Any security in respect of the Transferring Business 4.3 The Transferring Business does not include the held by KBBL or by a nominee, agent or trustee for contractual arrangements relating to KBBL’s account KBBL, as security for the payment or discharge of held with the Bank of England but any amounts held any liability shall on and from the Transfer be held in this account at the Effective Date will transfer to by Kleinwort Hambros or as the case may be by a Kleinwort Hambros’ equivalent account with the Bank nominee, agent or trustee for Kleinwort Hambros, and of England. be available to Kleinwort Hambros as security for the payment or discharge of any such liability. 5 Effect of the Transfer on contracts Instructions and authorities 5.1 Except as provided in the Scheme Document (and paragraph 10 below), every contract in respect of 5.6 Any existing direct debit instruction, standing order, the Transferring Business (including the Transferring direction, mandate, power of attorney, authority, Explanatory Statement Client Agreements and the Transferring Third Party undertaking or consent given to or by KBBL in respect 2 Contracts) shall have effect on and from the Effective of the Transferring Business shall have effect on and Date as if the contract had been made with Kleinwort from the Effective Date as if given to, or as the case Hambros instead of KBBL and in respect of anything may be, by Kleinwort Hambros.
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