Credit Suisse UK Limited, Re

MR JUSTICE MARCUS SMITH: 1. I have before me an application, made by way of a Part 8 claim form, by Credit Suisse UK Ltd and UBS AG London Branch and UBS LB (the “Claimants”), which seeks an order made under section 111(1) of FSMA sanctioning a banking business transfer scheme (the “Scheme”) which effects the transfer of substantially all of the banking and wealth management of business of CS UK. I am also invited to make various ancillary orders under section 112 of FSMA. 2. The scheme is part of an internal reorganisation within the wider UBS group. Although the scheme is a substantial matter as it is the transfer of the wealth management business, it involves the transfer of rather less than hundreds of thousands customers, as is often the case. The range of persons transferring is in the low thousands. A range is provided because a number of these clients will either be exiting the business or transferring to UBS Switzerland on a consensual basis prior to the scheme becoming effective, and therefore they remove themselves from the ambit of the orders that I am invited to make. 3. As is common in these applications, there is a wealth of detail that I cannot, without actually misrepresenting it, concisely set out. What I am going to do is identify what I have read in terms of setting out the essential background. I have read with great care the skeleton submissions of Mr Moore KC, the second witness statement of Mr Ian Hale, and two witness statements of Ms Victoria Hagman. These are all extremely substantial documents and are testimony to the care and detailed consideration that has been given by those sitting behind Mr Moore in this court room and no doubt a number of people not present in this court room. 4. It seems to me that this is obviously a scheme that I should sanction. The critical question, aside from the jurisdictional questions that arise, is the question of material adverse effect, on which Mr Moore has addressed me at length. There is no material adverse effect upon the clients concerned. They have been notified in some considerable detail of what is intended, and they are sophisticated parties whom one would expect would raise in no uncertain terms any issues that they might have with the proposals that I am asked to sanction. And that has not occurred. Mr Moore has quite properly taken me to responses to the proposed scheme. I am not going to call them objections because they are not. Those responses are small in volume and are not in any way indicative of any issues with the scheme and certainly do not amount to material adverse effect. 5. I am therefore going to sanction the scheme and give very brief reasons for it. The scheme gives effect to reasonable commercial objectives. The scheme does not have a material adverse effect on those clients concerned. The regulators – the PRA and the FCA – do not object to the scheme. They have been properly notified and they have considered the scheme in the context of their statutory duties. They have approved the documents that they need to approve, and they have raised no issues. The scheme has been fully explained in the documents made available to clients in accordance with the court’s prior order. As I indicated, no objections of any materiality have been raised. The statutory requirements, including in particular the jurisdiction requirements, have been complied with, and the ancillary orders that I am invited to make appear to be, and are, within the court's jurisdiction. There is therefore no reason not to make the orders and indeed every reason to do so. I therefore sanction the scheme and I am prepared to make the ancillary orders set out in the draft order, to which I will now be taken by Mr Moore. Digital Transcription by Marten Walsh Cherer Ltd 2nd Floor, Quality House, 6-9 Quality Court, Chancery Lane, London WC2A 1HP Tel No: 020 7067 2900. DX: 410 LDE Email: [email protected] Web: http://www.martenwalshcherer.com