Ring-fencing transfer scheme
As part of the implementation of our ring-fencing plans, we have undertaken a legal process known as a ‘ring-fencing transfer scheme’ (the ‘Scheme’). The purpose of the Scheme was to enable us to transfer certain parts of our business between Santander Group companies, so we comply with the ring-fencing requirements by 1 January 2019.
The approval process
We sought approval of the Scheme from the Prudential Regulation Authority (‘PRA’), in consultation with the Financial Conduct Authority (‘FCA’) and the High Court of England and Wales (the ‘Court’). This entailed a four-stage process:
The PRA consented to our application for the Scheme, having reviewed and approved (in consultation with the FCA) a report dated 29 January 2018 that described the effects of the Scheme. This report was prepared by an independent expert, John Cole of Ernst & Young LLP (the ‘Skilled Person Report’) and was updated by a supplementary report dated 31 May 2018 (the ‘Supplementary Skilled Person Report’). The Skilled Person Report considered whether the Scheme is likely to adversely affect persons other than Santander UK and Abbey National Treasury Services plc (‘ANTS’) and, if so, whether the adverse effect is likely to be greater than is reasonably necessary to achieve the ring-fencing purposes of the Scheme.
2. Directions hearing
At a hearing that took place on 5 February 2018, the Court approved the sending of formal Scheme communications and the advertisement of the Scheme.
3. Case management conference
A case management conference took place at Court on 25 May 2018 to discuss process at the sanction hearing.
4. Sanction hearing
A hearing took place on 11 and 12 June 2018 at which the Court approved our Scheme, taking into account the Skilled Person Report and the Supplementary Skilled Person Report, any objections raised and the views of the PRA and FCA.
The relevant business transfers under the Scheme took place on 9, 16, 23 and 30 July 2018.
More about the proposed changes
The proposed changes are explained in more detail in the following documents:
This is the Order under which the Court approved the Scheme, following the sanction hearing.
This is the legal document that sets out the transfers of business and certain other changes that will take place under the Scheme.
Summary of the Scheme
This is a summary of the key features of the Scheme.
Skilled Person Report
This is a report on the effects of the Scheme prepared by an independent expert, John Cole of Ernst & Young LLP.
Summary of the Skilled Person Report
This is a summary of the Skilled Person Report.
Supplementary Skilled Person Report
This is an update to the Skilled Person Report, prepared by an independent expert, John Cole of Ernst & Young LLP.
Addendum to the Supplementary Skilled Person Report
This is an addendum to the Supplementary Skilled Person Report, prepared by an independent expert, John Cole of Ernst & Young LLP.
Press and Gazette notices
These are notices published in a number of UK newspapers, as well as the London, Edinburgh and Belfast Gazettes. The notice states that the High Court was asked to sanction the Scheme, and sets out certain details of the Scheme.