Barclays Private Clients International Act 2002

Link to law: https://legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/2002/2002-0001/BarclaysPrivateClientsInternationalAct2002_1.pdf
Published: 2012-09-01

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Barclays Private Clients International Act 2002

c i e
AT 1 of 2002

BARCLAYS PRIVATE CLIENTS

INTERNATIONAL ACT 2002

Barclays Private Clients International Act 2002 Index


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c i e
BARCLAYS PRIVATE CLIENTS INTERNATIONAL

ACT 2002

Index Section Page

1 Short title .......................................................................................................................... 6
2 Interpretation ................................................................................................................... 6
3 Appointed days ............................................................................................................... 8
4 Vesting of appointed undertakings in the Company .............................................. 10
5 Provisions as to trust property and wills .................................................................. 10
6 Supplementary provisions as to transfer and vesting ............................................. 11
7 Contracts of employment etc. ..................................................................................... 16
8 Retirement benefits scheme, etc. ................................................................................. 16
9 Evidence of transfer and vesting ................................................................................ 17
10 Evidence: documents ................................................................................................... 18
11 Application of Bankers’ Books Evidence Act 1935 .................................................. 18
12 Savings in respect of transfer and vesting of property ............................................ 18
13 Saving for enactments regulating banking etc. business ........................................ 19
14 Vesting of Channel Islands undertakings ................................................................. 20
15 Costs of Act .................................................................................................................... 20
ENDNOTES 21

TABLE OF LEGISLATION HISTORY 21
TABLE OF RENUMBERED PROVISIONS 21
TABLE OF ENDNOTE REFERENCES 21

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c i e
BARCLAYS PRIVATE CLIENTS INTERNATIONAL

ACT 2002

Received Royal Assent: 10 July 2002
Passed: 10 July 2002
Commenced: 1 May 2003
AN ACT
to carry into effect the transfer to, and vesting in, Barclays Finance
Company (Isle of Man) Limited of the undertaking or part or parts of the
undertaking of the Isle of Man branch of Barclays Bank PLC; to provide for the
acceptance by Barclays Finance Company (Isle of Man) Limited of the transfer
to, and vesting in, it of the undertakings or part or parts of the undertakings of
the Jersey and Guernsey branches of Barclays Bank PLC and the undertakings
or part or parts of the undertakings of each of Barclays Bank Finance Company
(Jersey) Limited, Barclays Finance Company (Guernsey) Limited and Woolwich
Guernsey Limited; and for connected purposes.
WHEREAS:

(1) Barclays Bank PLC (hereinafter referred to as “the Transferor

Company
”) is a public limited company that was registered under the
Companies Acts 1948 to 1967 (Acts of Parliament) which carries on, inter
alia, the businesses of banking and financial services through a branch in
the Island, where it is licensed to do so under the Banking Act 1998, in
Jersey, where it is registered under the Banking Business (Jersey) Law
1991, and in Guernsey, where it is licensed under the Banking
Supervision (Bailiwick of Guernsey) Law 1994.
(2) Barclays Finance Company (Isle of Man) Limited (hereinafter referred to
as “the Company
”) is a limited liability company incorporated in the
Island under the Companies Acts 1931 to 1993 which is a subsidiary of
the Transferor Company carrying on, inter alia, banking business in the
Island, being licensed to do so under the Banking Act 1998.
(3) Barclays Bank Finance Company (Jersey) Limited (hereinafter referred to
as “the Jersey Company
” is a limited liability company incorporated in
Jersey under the Loi (1861) sur les Sociétés à Responsabilité Limitée which is
a subsidiary of the Transferor Company carrying on, inter alia, deposit-
Section 1 Barclays Private Clients International Act 2002


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taking business in Jersey, being registered under the Banking Business
(Jersey) Law 1991.
(4) Barclays Finance Company (Guernsey) Limited and Woolwich Guernsey
Limited (hereinafter collectively referred to as “the Guernsey

Companies
”) are both limited liability companies incorporated in
Guernsey under the Loi Relative aux Sociétés Anonymes ou à Responsabilité
Limitée (1908) which are subsidiaries of the Transferor Company carrying
on, inter alia, banking business in Guernsey, being licensed to do so
under the Banking Supervision (Bailiwick of Guernsey) Law 1994.
(5) For the better conduct of the businesses of the Transferor Company, the
Company, the Jersey Company and the Guernsey Companies it is
expedient to make provision for the transfer to, and vesting in, the
Company of the undertakings or part or parts of the undertakings of the
Isle of Man, Jersey and Guernsey branches of the Transferor Company
and the undertakings or part or parts of the undertakings of the Jersey
Company and the Guernsey Companies.
(6) It is expedient that the transfer of the undertaking of the Isle of Man
branch of the Transferor Company to the Company should be effected as
provided in this Act.
(7) It is intended that enactments in Jersey and Guernsey will transfer the
undertakings or part or parts of the undertakings of the Jersey and
Guernsey branches of the Transferor Company and the undertakings or
part or parts of the undertakings of the Jersey Company and the
Guernsey Companies to the Company; it is expedient that the acceptance
of these undertakings by the Company should be provided for in this
Act.
(8) It is expedient that the other provisions contained in this Act should be
enacted.
(9) The object of this Act cannot satisfactorily be attained without the
authority of an Act of Tynwald.
We, therefore, your Majesty’s most dutiful and loyal subjects, the Council and
Keys of the said Isle, do humbly beseech your Majesty that it may be enacted,
and be it enacted, by the Queen’s Most Excellent Majesty, by and with the
advice and consent of the Council and Keys in Tynwald assembled, and by the
authority of the same, as follows (that is to say): —
1 Short title

This Act may be cited as the Barclays Private Clients International Act 2002.
2 Interpretation

(1) In this Act —
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“account
” includes any contract or facility between a person and the Transferor
Company by virtue of which money or any unit of account is, or may be,
deposited or borrowed by any person;
“appointed day
” means a day appointed under section 3 as an appointed day
for the purposes of this Act (and different days may be appointed for the
purposes of different Isle of Man undertakings);
“appointed undertaking
” means an Isle of Man undertaking appointed under
section 3;
“Channel Islands enactment
” means any statutory provision of Jersey or
Guernsey whereby any Channel Islands undertaking is transferred to the
Company;
“Channel Islands undertaking
” means the whole of the business, property and
liabilities of whatever nature of each of the Jersey and Guernsey branches
of the Transferor Company and of the Jersey Company and each of the
Guernsey Companies, or any part or parts of any such business, property
and liabilities (whether or not capable of being operated or identified as a
discrete business);
“Company
” means Barclays Finance Company (Isle of Man) Limited, a
company incorporated in the Island;
“contract
” includes any agreement, transaction, arrangement or understanding,
whether or not conditional or in writing and whether or not governed by
the law of the Island;
“convey
” has the same meaning as in the Conveyancing Act 1908;
“customer
” includes any person having an account or any other dealing or
contract with the Transferor Company;
“document
” means any thing in which information of any description is
recorded;
“existing
” means existing, outstanding or in force immediately before the
relevant appointed day;
“Guernsey Companies
” means Barclays Finance Company (Guernsey) Limited
and Woolwich Guernsey Limited, both companies incorporated in
Guernsey;
“holding company
” has the meaning set out in section 1 of the Companies Act
1974;
“Isle of Man undertaking
” means the whole of the business, property and
liabilities of whatever nature of the Isle of Man branch of the Transferor
Company or any part or parts of such business, property and liabilities
(whether or not capable of being operated or identified as a discrete
business);
“Jersey Company
” means Barclays Bank Finance Company (Jersey) Limited, a
company incorporated in Jersey;
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“liability
” includes a duty and an obligation of any description (whether
present or future, actual, contingent or prospective);
“property
” means property and assets of every description and includes
property and assets held on trust or in a fiduciary capacity and security
interests, rights, benefits and powers of every description (whether
present or future, actual, contingent or prospective);
“retirement benefits scheme
” means any scheme or arrangement which is
comprised in one or more instruments or agreements and which has, or
is capable of having, effect so as to provide any pension, lump sum,
gratuity or such other benefit as may be prescribed, given or to be given
on retirement or death, or in anticipation of retirement, or, in connection
with past service, after retirement or death;
“security interest
” includes a mortgage or charge (whether legal or equitable),
deed of bond and security, debenture, bill of exchange, promissory note,
guarantee, lien, pledge (whether actual or constructive), hypothecation,
assignment by way of security, indemnity, right of set-off, flawed asset
arrangement, undertaking or other means of securing the payment or
discharge of a debt or liability or any interest thereon (whether present or
future, actual, contingent or prospective);
“subsidiary
” has the meaning set out in section 1 of the Companies Act 1974;
“Transferor Company
” means Barclays Bank PLC, a company incorporated in
England and Wales;
“trustee
” includes a trustee or custodian trustee of any trust, settlement,
covenant, contract or will (whether originally so appointed or not and
whether appointed under hand or seal or by order of any court); an
executor of the will, or administrator of the estate, of a deceased person;
a judicial trustee appointed by order of any court; an attorney for another
person; and any person acting in a fiduciary capacity; and
“will
” includes a codicil and any other testamentary writing.
(2) Any reference in this Act to property or liabilities of the Transferor
Company is a reference to property or liabilities to which the Transferor
Company is entitled or subject (whether beneficially or in any fiduciary
capacity) wherever they are situated or arise, whether or not they are
capable of being transferred or assigned by the Transferor Company and
whether the Transferor Company is entitled or subject to them under the
law of the Island or under the law of any country or territory outside the
Island.
3 Appointed days

(1) The directors of the Transferor Company (or any committee or sub-
committee appointed or nominated by them for the purpose) may, as
respects an Isle of Man undertaking, appoint —
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(a) such Isle of Man undertaking to be an appointed undertaking,
(b) a day, being a day not later than the expiry of the period of five
years beginning with the date this Act is passed, to be the
appointed day for the transfer of the appointed undertaking from
the Transferor Company to the Company.
(2) The power of appointment referred to in subsection (1) may be exercised
on more than one occasion, each such exercise relating to different
business, property and liabilities forming part of the Isle of Man
undertaking.
(3) The Transferor Company and the Company shall, not less than fourteen
days before a proposed appointed day, display at the branch of the
Transferor Company in the Island and at the registered office of the
Company a notice naming that day —
(a) stating that it is proposed to be an appointed day for the purposes
of this Act,
(b) describing concisely the appointed undertaking in respect of
which it is proposed to be the appointed day, and
(c) naming the Transferor Company as the transferor and the
Company as transferee.
(4) The Transferor Company or the Company may publicise the effect of the
appointment of the appointed day in any other manner as the Transferor
Company or the Company (as the case may be) in its discretion sees fit.
(5) On or not more than seven days before an appointed day, the Transferor
Company or the Company shall publish in a newspaper published in,
and circulating throughout, the Island a notice naming that day —
(a) stating that it is an appointed day for the purposes of this Act,
(b) describing concisely the appointed undertaking in respect of
which it is the appointed day, and
(c) naming the Transferor Company as the transferor and the
Company as transferee.
(6) The publication of a notice in accordance with subsection (5) shall be
conclusive evidence of a day being an appointed day for the purposes of
this Act.
(7) A photocopy or other reproduction, certified by an authorised officer of
the Transferor Company or the Company, of a page or part of a page of
the newspaper containing the notice under subsection (5) shall be
conclusive evidence of publication of the notice.
(8) A notice displayed under subsection (3) or any publicity under
subsection (4) shall not bind the directors of the Transferor Company (or
any committee or sub-committee appointed or nominated by them for
the purposes of subsection (1)) to make the appointment described in the
notice.
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(9) Any appointment made under subsection (1), notice of which has been
published under subsection (5), will not be invalidated by any accidental
omission to display a notice under subsection (3).
(10) A copy of a minute or an extract of a minute of any meeting of the
directors of the Transferor Company (or any committee or sub-
committee appointed or nominated by them for the purposes of
subsection (1)) evidencing any appointment pursuant to subsection (1)
shall be filed in the Rolls Office by the Transferor Company in accordance
with section 2(1) of The Filing of Statutory Documents Act 1937 within a
reasonable time after the relevant appointed day.1

4 Vesting of appointed undertakings in the Company

(1) On the appointed day the appointed undertaking in respect of which
that day is appointed shall, by virtue of this Act and without further
assurance, be transferred to, and vested in, the Company to the intent
that the Company shall succeed to the appointed undertaking as if in all
respects the Company were the same person in law as the Transferor
Company.
(2) Where the transfer or vesting of any property or liability comprised in
the appointed undertaking referred to in subsection (1) is governed by
the law of any country or territory outside the Island —
(a) the Transferor Company shall, if the Company so requires, take
all necessary steps for securing that the transfer to and vesting in
the Company of the property or liability is fully effective under
the law of that country or territory, and
(b) pending such transfer, the Transferor Company shall hold any
such property in trust for the Company.
5 Provisions as to trust property and wills

(1) Any property transferred to, and vested in, the Company by virtue of
this Act which immediately before the relevant appointed day was held
by the Transferor Company, whether alone or jointly with any other
person, as trustee shall, on and from that appointed day, be held by the
Company alone or, as the case may be, jointly with such other person in
the same capacity upon the trusts, and with and subject to the powers,
provisions and liabilities, applicable thereto respectively.
(2) Subject to subsection (4) —
(a) any existing instrument or order of any court under or by virtue
of which any property comprised in the appointed undertaking
became or may become vested in the Transferor Company as
trustee, and
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(b) any provision therein, or any existing contract for the payment to,
or retention by the Transferor Company of remuneration for its
services in any such capacity,
shall, on and from the relevant appointed day, be construed and have
effect, so far as the context permits, as if for any reference therein to the
Transferor Company, other than a reference (however worded and
whether express or implied) to terms and conditions of, or to a rate,
charge, tariff or scale of fees of, the Transferor Company, there were
substituted a reference to the Company.
(3) Subject to subsection (4) —
(a) any will comprised in the appointed undertaking made before the
appointed day which has not been proved in the Island before the
appointed day, and
(b) any will made on or after the appointed day, being a will which
appoints the Transferor Company (acting through its Isle of Man
branch) to be a trustee or recipient of any property as trustee,
shall be construed and have effect as if for any reference therein to the
Transferor Company as such trustee or recipient or otherwise in
connection with such appointment, other than a reference (however
worded and whether express or implied) to terms and conditions of, or
to a rate, charge, tariff or scale of fees of, the Transferor Company, there
were substituted a reference to the Company.
(4) Any right contained in any instrument, order or contract referred to in
subsection (2) or any will referred to in subsection (3) to alter the relevant
terms and conditions or the rate, charge, tariff or scale of fees of the
Transferor Company, which was exercisable by the Transferor Company,
shall, on or after the relevant appointed day, be exercisable by the
Company.
(5) No testamentary gift shall be adeemed by reason only of the operation of
any of the provisions of this Act.
6 Supplementary provisions as to transfer and vesting

(1) Without prejudice to the generality of the foregoing provisions of this
Act but subject to any provision of this Act to the contrary, the following
provisions of this section shall have effect in relation to an appointed
undertaking.
(2) Every existing contract relating to an appointed undertaking to which
the Transferor Company is a party shall be construed and have effect on
and from the appointed day —
(a) as if the Company had been a party thereto instead of the
Transferor Company,
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(b) subject to subsection (5), as if for any reference (however worded
and whether express or implied) to the Transferor Company there
were substituted a reference to the Company,
(c) as if any reference (however worded and whether express or
implied) to the directors, officers, representatives or employees or
to any director, officer, representative or employee of the
Transferor Company were a reference (as the case may require) —
(i) to the directors, officers, representatives or employees of
the Company, or
(ii) to such director, officer, representative or employee of the
Company as the Company may nominate for that purpose,
or
(iii) in default of nomination, to the director, officer,
representative or employee of the Company who
corresponds as nearly as may be to the first mentioned
director, officer, representative or employee, and
(d) where the contract relates to property or liabilities which are for
the time being only partly transferred to, and vested in, the
Company by virtue of this Act, as if the contract, to the extent to
which it is enforceable by and against the Transferor Company,
constituted two separate contracts —
(i) one of which is enforceable by and against the Company as
regards the part of the property, or as the case may be,
liabilities so transferred to, and vested in, the Company
and not as regards the other part, and
(ii) the other of which is enforceable by and against the
Transferor Company as regards the part of the property or,
as the case may be, liabilities not so transferred to, and
vested in, the Company and not as regards the other part.
(3) Paragraphs (b) and (c) of subsection (2) shall, on and from the relevant
appointed day, apply to any enactment other than the provisions of this
Act and to any provision of any existing contract relating to an appointed
undertaking to which the Transferor Company was not a party as they
apply to a contract to which subsection (2) applies.
(4) Paragraphs (a), (b) and (c) of subsection (2) shall, on and from the
relevant appointed day, apply to any provision of any other existing
document (not being a contract or a will) as they apply to a contract to
which subsection (2) applies.
(5) Paragraph (b) of subsection (2) shall not apply to the name or title of any
rate, charge, tariff, scale of fees, terms or conditions of the Transferor
Company which includes the initials, the name or part of the name of the
Transferor Company but, on or after the appointed day, the Company
may change the name or title.
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(6) An offer or invitation to treat made to or by the Transferor Company
relating to an appointed undertaking before the relevant appointed day
shall be construed and have effect on and after the relevant appointed
day as an offer or invitation to treat, as the case may be, made to or by
the Company.
(7) Subject to subsection (8), any account between the Transferor Company
and a customer that is comprised within an appointed undertaking shall,
on and from the relevant appointed day, become an account between the
Company and the customer subject to the same conditions and incidents
as theretofore, and such account shall be deemed for all purposes to be a
single continuing account.
(8) Subsection (7) shall not affect any right of the Transferor Company or the
Company or of the customer to vary the conditions or incidents subject
to which any account is kept.
(9) For the purpose of construing and giving effect to any contract relating to
an appointed undertaking which —
(a) has effect or continues to have effect on, or on and after, the
relevant appointed day, and
(b) makes reference to a rate, charge, tariff or scale of fees or to terms
or conditions published, determined or ascertained from time to
time by the Transferor Company,
the Company shall have the same rights under that contract as the
Transferor Company had to publish, determine, ascertain, vary or amend
rates, charges, tariffs, scales of fees, terms or conditions, and any such
rates, charges, tariffs, scales of fees, terms or conditions published,
determined, ascertained, varied or amended by the Company shall apply
in place of those which could have been published, determined,
ascertained, varied or amended by the Transferor Company.
(10) Any existing instruction, order, direction, mandate, power of attorney,
authority, undertaking or consent given to or by the Transferor
Company relating to an appointed undertaking (whether in writing or
not and whether or not in relation to an account) shall have effect, on and
from the relevant appointed day, as if given to or, as the case may be, by
the Company.
(11) Any negotiable instrument, cheque, warrant, draft, letter of credit or
order for payment of money in relation to an appointed undertaking
drawn on or by, or given to, or accepted or endorsed by, the Transferor
Company (acting through its Isle of Man branch), or payable at any place
of business of the Transferor Company in the Island, whether so drawn,
given, accepted, endorsed or payable before, on or after the relevant
appointed day, shall have the same effect, on and from that
appointed day —
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(a) as if it had been drawn on or by, or given to, or accepted or
endorsed by, the Company, and
(b) if relevant, as if the place of business at which it is payable were a
place of business of the Company.
(12) Any document, claim or demand relating to an appointed undertaking
and addressed before, or on, or after the relevant appointed day to the
Transferor Company pursuant to an existing contract shall be deemed to
have been addressed to the Company.
(13) The custody of any document or record, goods or other thing held by the
Transferor Company (acting through its Isle of Man branch) as bailee
shall (where such custody arrangement is part of an appointed
undertaking) pass to the Company on the relevant appointed day, and
the rights and obligations of the Transferor Company under any contract
of bailment relating to any such document or record, goods or thing shall
on that day become rights and obligations of the Company.
(14) Any security interest held immediately before the appointed day in
relation to an appointed undertaking by the Transferor Company, or by a
nominee or agent of or trustee for the Transferor Company, as security
for the payment or discharge of any liability shall, on and from the
relevant appointed day —
(a) be held by the Company or, as the case may require, by that
nominee, agent or trustee for the Company, and
(b) be available to the Company (whether for its own benefit or, as
the case may be, for the benefit of any other person) as security for
the payment or discharge of that liability.
(15) In relation to any security interest transferred to, and vested in, the
Company by or under this Act and any liabilities thereby secured, the
Company shall be entitled to the same rights and priorities and be
subject to the same obligations and incidents to which the Transferor
Company would have been entitled and subject if it had continued to
hold the security interest.
(16) Without prejudice to the generality of subsection (15) in any case where
any existing liability subsists between the Transferor Company and the
Company in respect of which the Transferor Company or the Company,
or a nominee or agent of or trustee for the Transferor Company or the
Company, holds a security interest, all such liability shall, for the
purpose of enforcing or realising that security interest, be deemed to
continue in effect notwithstanding the transfer to, and vesting in, the
Company of the appointed undertaking.
(17) Any security interest referred to in subsections (14) to (16) which extends
to future advances or liabilities shall, on and from the relevant appointed
day, be available to the Company (whether for its own benefit or, as the
case may be, for the benefit of any other person) as security for the
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payment or discharge of future advances and future liabilities to the
same extent and in the same manner in all respects as it extends
immediately before that day to future advances or liabilities.
(18) Where by virtue of this Act any property or liability of the Transferor
Company becomes property or a liability of the Company, the Company
and all other persons shall, on and from the relevant appointed day, have
the same rights, powers and remedies (and in particular the same rights
and powers as to taking or resisting legal proceedings or making or
resisting applications to any authority) for ascertaining, perfecting or
enforcing that property or liability as if it had at all times been property
or a liability of the Company.
(19) Any right of action and any remedy available in consequence thereof —
(a) which accrues, arises or becomes enforceable or available before
the relevant appointed day by or against the Transferor Company
and which relates to an appointed undertaking, or
(b) which would, in the absence of a transfer pursuant to this Act and
subject to the provisions relating thereto in this Act, accrue, arise
or become enforceable or available by or against the Transferor
Company on or after that appointed day and which relates to an
appointed undertaking,
may, subject to the provisions relating to the appointed undertaking in
this Act, be enforced or availed of by or against the Company on or after
that appointed day.
(20) Any legal proceedings, applications to any authority or other
proceedings for the resolution of a dispute pending or current
immediately before the relevant appointed day by or against the
Transferor Company and which relate to an appointed undertaking may
be continued by or against the Company.
(21) Any judgment, order or award obtained by or against the Transferor
Company which relates to an appointed undertaking and which is not
fully satisfied before the relevant appointed day shall on that day, to the
extent to which it is enforceable by or against the Transferor Company,
become enforceable by or against the Company.
(22) On the relevant appointed day the Company —
(a) shall succeed to all the rights, liabilities and obligations of the
Transferor Company in respect of data which is comprised in the
appointed undertaking and which is subject to the Data Protection
Act 1986,
(b) shall become the data user of any data which is comprised in the
appointed undertaking and which is subject to the Data Protection
Act 1986 in place of the Transferor Company, and shall be deemed
to have been the data user of all such data at all material times
when data was processed, and
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(c) shall, in relation to an appointed undertaking, be under the same
duty by virtue of any law as the Transferor Company was under
with respect to the confidentiality and privacy of any person and
shall be bound by any specific notice given or request made by
the data subject which was binding on the Transferor Company
and which required the Transferor Company not to use data for
marketing purposes.
(23) In any consent given by a data subject in respect of such data as is
mentioned in paragraph (a) of subsection (22), any reference to the
Transferor Company (or to any subsidiary or holding company of the
Transferor Company or any subsidiary of such holding company) shall
be deemed to include a reference to the Company and any subsidiary or
holding company of the Company and any subsidiary of such a holding
company.
7 Contracts of employment etc.

(1) Subject to subsection (1) of section 8, every contract of employment
relating to an appointed undertaking to which the Transferor Company
is a party, and of which either the proper law is the law of the Island or
performance takes place wholly or mainly in the Island, shall be
construed and have effect on and from the relevant appointed day as if
the Company had been a party thereto instead of the Transferor
Company and as if for any reference (however worded and whether
express or implied) to the Transferor Company there were substituted a
reference to the Company and employment with the Transferor
Company and the Company under any such contract shall be deemed for
all purposes to be a single continuing employment.
(2) No director, secretary or auditor of the Transferor Company shall by
virtue only of this Act become a director, secretary or, as the case may be,
auditor of the Company.
8 Retirement benefits scheme, etc.

(1) In so far as any benefits provided immediately before the relevant
appointed day pursuant to contracts of employment referred to in
subsection (1) of section 7 will, by reason of the operation of the laws of
any part of the United Kingdom and the laws of the Island, cease to be
available (whether immediately on the appointed day or at some date
thereafter) as a result of a transfer effected by subsection (1) of section 7,
the Company shall take such steps as are necessary in order to provide to
such affected employees benefits of equivalent value to those benefits
provided immediately before the relevant appointed day.
(2) In this section, references to ‘benefits’ include membership of any
retirement benefits scheme.
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9 Evidence of transfer and vesting

(1) A copy of this Act printed by authority or a photocopy thereof, and such
evidence of publication of a notice of an appointed day in relation to an
appointed undertaking as is specified in subsection (7) of section 3, shall,
for all purposes, be conclusive evidence of the transfer to, and vesting in,
the Company of the appointed undertaking in accordance with the
provisions of this Act.
(2) Without prejudice to the generality of subsection (1) any such copy of
this Act, together with such evidence of publication of a relevant notice,
shall, in relation to any registered securities within the meaning of the
Stock Transfer Act 1965 transferred to, and vested in, the Company by
virtue of this Act, operate for all the purposes of the said Act of 1965 as a
duly executed stock transfer in respect of the transfer of such securities
from the Transferor Company to the Company.
(3) Without prejudice to the generality of subsection (1) —
(a) any document made or executed on or after the appointed day
whereby the Company or the Transferor Company, whether alone
or jointly with any other person, conveys or transfers, or purports
to convey or transfer, to any person (whether for consideration or
not), or applies to be registered as the holder or proprietor of, any
property forming part of the appointed undertaking held by the
Transferor Company immediately before the relevant appointed
day, whether alone or jointly with any other person, shall —
(i) in the case of such a document referring to the property as
property held by the Company, be sufficient evidence that
the interest of the Transferor Company in that property has
been transferred to and vested in the Company, alone or
jointly, under this Act, and
(ii) in the case of such a document referring to the property as
property held by the Transferor Company, be sufficient
evidence that the interest of the Transferor Company in
that property has not been transferred to or vested in the
Company under this Act, and
(b) where there is any other transaction which relates to an appointed
undertaking by the Company or the Transferor Company on or
after the relevant appointed day in connection with, or in relation
to, any property or liability which is property or a liability of the
Transferor Company immediately before that appointed day, it
shall be deemed in favour of any other party to the transaction, or
any person claiming through or under him, that the Company or,
as the case may be, the Transferor Company has full power and
authority for that transaction as if —
Section 10 Barclays Private Clients International Act 2002


Page 18 AT 1 of 2002 c

(i) in the case of a transaction by the Company, the property
or liability had been transferred to and vested in the
Company under this Act, and
(ii) in the case of a transaction by the Transferor Company, the
property or liability had not been so transferred or vested
in the Company under this Act.
(4) A certificate given by or on behalf of the Company whether given before,
on or after the relevant appointed day, that any property or liability of
the Transferor Company specified in the certificate will or will not
transfer and vest, or has or has not transferred and vested, as the case
may be, to and in the Company under this Act shall be conclusive
evidence for all purposes of the fact so certified.
(5) Nothing in this section affects the liability of the Transferor Company or
the Company to the other of them in respect of anything done, or
purported to have been done, by either of them in connection with, or in
relation to, any property or liabilities.
10 Evidence: documents

All documents which would before the relevant appointed day have been
evidence in respect of any matter for or against the Transferor Company in
relation to the appointed undertaking shall be admissible in evidence in respect
of the same matter for or against the Company.
11 Application of Bankers’ Books Evidence Act 1935

(1) The Bankers’ Books Evidence Act 1935 shall apply to the books of the
Transferor Company transferred to, and vested in, the Company by
virtue of this Act, and to entries made in those books before the relevant
appointed day, as if such books were books of the Company.
(2) For the purposes of section 4 of the said Act of 1935, books so transferred
to, and vested in, the Company shall be deemed to have been the
ordinary books of the Company at the time of the making of any entry
therein which purports to have been made before the relevant appointed
day, and any such entry shall be deemed to have been made in the usual
and ordinary course of business.
(3) In this section ‘books’ has the same meaning as the words ‘Bankers’
Books’ in the said Act of 1935.
12 Savings in respect of transfer and vesting of property

(1) The transfer and vesting of any property or of a liability by virtue of this
Act shall not —
(a) constitute an assignment, transfer, devolution, alienation, parting
with possession or other disposition of or dealing with property
Barclays Private Clients International Act 2002 Section 13


c AT 1 of 2002 Page 19

or an interest in property for the purposes of any enactment other
than this Act or any provision in any deed or other instrument, or
any contract or any order of any court concerning that property or
that interest, or
(b) give rise to any forfeiture, or
(c) invalidate or discharge any contract, security interest or other
thing, or
(d) require further registration in respect of any security interest, or
(e) cause or enable the benefit of any contract, permission, licence or
privilege or right of pre-emption enjoyed by the Transferor
Company or the Company to be, or to be liable to be, lost or
surrendered or otherwise affected, or require the disposal by the
Transferor Company or the Company of any interest, otherwise
than as provided for in this Act, or
(f) relieve any person under an obligation to the Transferor
Company of a corresponding obligation to the Company, or
(g) constitute a breach of, or default under, or require any obligation
to be performed sooner or later than would have otherwise been
the case under, any contract or instrument to which the Transferor
Company or the Company is a party or is bound, or
(h) allow any party to a contract to terminate that contract when he
would not otherwise have been able to terminate it, or
(i) operate so as to merge any leasehold interest in the
reversion expectant on it, or
(j) entitle any party to any contract to which the Transferor
Company or the Company is a party to vary the terms of that
contract when he would not otherwise have been able to vary
those terms or confer a right or benefit on him which he would
not otherwise have had, or
(k) cause the imposition of any greater or lesser obligations on any
party to any contract to which the Transferor Company or the
Company is a party when that greater or lesser obligation would
not otherwise have been imposed.
(2) Paragraphs (b) to (k) of subsection (1) shall apply to any subsidiaries of
the Transferor Company and any subsidiaries of the Company as they
apply to the Transferor Company and the Company respectively.
13 Saving for enactments regulating banking etc. business

Nothing in the foregoing provisions of this Act shall exempt the Transferor
Company or the Company or any subsidiaries of either of them from any
statutory provision regulating the carrying on of the business of any of them.
Section 14 Barclays Private Clients International Act 2002


Page 20 AT 1 of 2002 c

14 Vesting of Channel Islands undertakings

On each day appointed for the purpose by, or pursuant to, the relevant Channel
Islands enactment, the Channel Islands undertaking in respect of which such
day is appointed shall be transferred to, and vest in, the Company on, and
subject to, the provisions of the relevant Channel Islands enactment. Different
business, property and liabilities forming part of the Channel Islands
undertaking which are appointed on different days shall transfer to, and vest in,
the Company on each relevant day appointed for that purpose.
15 Costs of Act

All costs, charges and expenses preliminary to, and of and incidental to, the
preparing for, obtaining and passing of this Act, or otherwise in relation thereto,
shall be paid by the Transferor Company.
Barclays Private Clients International Act 2002 Endnotes


c AT 1 of 2002 Page 21

ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
See Public Notice published in Isle of Man Examiner 29 April 2003 which appointed
1st May 2003 for the purpose of the transfer of the undertakings.