Petitions to Transfer Business
CR-2024-005159
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)
IN THE MATTER OF
CREDIT SUISSE INTERNATIONAL
and
IN THE MATTER OF
UBS AG LONDON BRANCH
and
IN THE MATTER OF PART VII OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000
NOTICE IS HEREBY GIVEN that on 19 March 2025 an application (the Application) was made to the High Court of Justice of England and Wales (the Court) by Credit Suisse International (CSi) and UBS AG, London Branch (UBS AGLB) pursuant to section 107(1) of the Financial Services and Markets Act 2000 (as amended) (FSMA) for an Order:
1. under section 111 of FSMA and in accordance with Regulations made thereunder to sanction a banking business transfer scheme (the Scheme) providing for the transfer to UBS AGLB of the Transferring Business (as defined in the document setting out the full terms and conditions of the Scheme (the Scheme Document)), but excluding the EEA Contracted Business (as defined in the Scheme Document), being CSi’s residual business and related products, which includes: intra-group deposits (together with the loans and security arrangements related to those deposits); a large number of OTC derivative transactions, repurchase transactions and securities lending transactions (together with all associated guarantees, collateral, security arrangements, other credit support arrangements and ancillary arrangements (including the general terms of business)); corporate loans (together with all associated guarantees, security arrangements and other ancillary arrangements (including the general terms of business)); structured deposit plan terms and conditions in relation to matured structured deposits (together with all associated segregated trust account agreements, trust arrangements and service agreements); structured notes; one outstanding role in relation to a special purpose entity and certain other assets and liabilities, in accordance with the Order and without any further act or instrument (the UBS AGLB Transfer); and
2. making ancillary provisions in connection with the UBS AGLB Transfer pursuant to sections 112 and 112A of FSMA, including, to ensure the Scheme is fully and effectively carried out, an Order sanctioning the transfer of the EEA Contracted Business to UBS Europe SE (UBS ESE) pursuant to section 112(1)(d) of FSMA (the UBS ESE Transfer, and together with the UBS AGLB Transfer, the Transfers).
A copy of the Scheme Document and Explanatory Statement setting out the terms of the proposed Scheme will be sent free of charge to any person who requests them and will be made available to collect from 5 Broadgate, London, EC2M 2QS, United Kingdom until 18 July 2025. The Scheme Document and the Explanatory Statement will also be available at www.ubs.com/global/en/investment-bank/about-us/csi-part-vii-transfer-process.
An email attaching: (i) a copy of the Explanatory Statement; and (ii) a copy of the Q&A document, addressing a number of issues that may be of interest to Transferring Counterparties (as defined in the Scheme Document), will be sent to each Transferring Counterparty for whom CSi holds valid contact details.
The Application is directed to be heard before a Judge of the Chancery Division of the Court at the Business and Property Courts of England & Wales, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL on 18 July 2025. If approved by the Court, it is currently proposed that the Scheme will become effective on 22 July 2025 (the Effective Date) and the Transfers will take effect on a staggered basis over multiple transfer dates, to take place over a period of six months from the Effective Date. Transferring Counterparties and other affected persons will, where valid contacts are held for them by CSi, be notified of the specific Relevant Transfer Date (as defined in the Scheme Document) applicable to them closer to the time of transfer, and will have the ability to request a different Relevant Transfer Date.
Any person (including any counterparty or employee of CSi, UBS AGLB or UBS ESE) who alleges that they would be adversely affected by the carrying out of the Scheme is entitled to appear at the Court hearing either in person or by legal representative.
Any person who does not intend to attend the Court hearing may make representations about the Scheme to CSi by post or email using the contact details set out at the end of this notice. A record of the number of respondents will be maintained and, together with copies of any representations, provided to the Court at the date of the Court hearing. Summaries of any representations received by CSi will be given to the Prudential Regulation Authority and the Financial Conduct Authority.
Any person who intends to: (i) appear at the Court hearing either in person or by legal representative; and/or (ii) make representations, is requested (but not obliged) to give notice of such objections as soon as possible and preferably at least five business days before the Court hearing on 18 July 2025, setting out the grounds of their objection by using the contact details set out at the end of this notice.
For the avoidance of doubt, a failure to give notice in advance does not prevent any person who wishes to do so from: (i) attending the Court hearing either in person or by legal representative; and/or (ii) from making representations in writing to be put before the Court.
All other questions or concerns and any requests for information relating to the Scheme should be referred to CSi using the contact details set out at the end of this notice.
CSi can be contacted in relation to the Scheme:
By email:
Attention: CSi Part VII Transfer Support Team
csi-transfers@ubs.com
By post:
Attention: CSi Part VII Transfer Support Team, CSi Part VII Scheme, UBS AG, London Branch, 5 Broadgate, London, EC2M 2QS
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Freshfields LLP
100 Bishopsgate, London, EC2P 2SR, United Kingdom. Ref:101807-0370/LEH
Solicitors for CSi and UBS AGLB