TLT has acted for Dutch bank Triodos Bank N.V. to transfer the business carried on by its UK branch into the name of a new, wholly owned subsidiary, Triodos Bank UK Limited, in response to the UK's decision to withdraw from the EU.
This was a highly complex assignment and one that was critically important to the ongoing operations of Triodos in the UK. The transfer was successfully completed on 1 May 2019.
TLT acted as lead UK legal advisors for Triodos on all aspects of the project and worked closely with the bank's other professional advisors, namely Deloitte, Dutch law firm NautaDutilh and Irish law firm Mason Hayes & Curran.
TLT drew on its resources and specialists from across the UK and had a wide remit, being responsible for the key documents, regulatory requirements and ultimately ensuring a seamless transfer of the business across to the new subsidiary.
Fundamental to the project was obtaining the approval of the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). TLT supported the bank with its communication with the regulators, particularly in the final stages of the process and worked with the bank to secure approval in an incredibly compressed timeframe.
Kit Beazley, UK Head of Brexit Implementation, at Triodos Bank UK, says: "We have been working closely with the regulators for the past eighteen months to prepare for the implications of the UK’s expected withdrawal from the EU. TLT worked in close co-operation with ourselves and our other advisors to evaluate the options available, and have supported us at every stage – looking ahead and making sure the project ran as smoothly as possible.
"TLT was able to provide us with a full service solution and the team worked really well together. They brought invaluable knowledge and experience to the project, and were responsive to the challenges and time constraints we faced. We are extremely grateful for their client service, support and commitment."
Bill Hull, partner and head of commercial services at TLT, says: "The legal status of branches in the UK is an issue that is relevant for both European and international banks, whether this is as a result of Brexit or pressure from the regulators to create national subsidiaries.
"The application process for a Part VII Order is very complex and there are many issues that can arise, so it was great for us to be able to support Triodos here. The whole TLT team is delighted to have delivered such a successful outcome for the business and its customers.
"We have a very long-standing relationship with Triodos right across its UK operation and are excited to support the bank in its next phase of growth, as well as its ongoing mission to make money work for positive social, environmental and cultural change."
The TLT team was led by partners Peter Carney (banking and loan portfolio services) and Noline Matemera (regulatory – international banks), legal director Tom Ward (banking and loan portfolio services) and solicitor Megan Elms (banking), with support from partners Russell Kelsall (regulatory – consumer finance), Siobhan Fitzgerald (employment) and Elizabeth Delaney (corporate).