Dutch-owned ethical banking group Triodos, which has its UK head office in Bristol, has created a new wholly owned UK subsidiary to avoid any fallout from Brexit.
The bank called in legal experts from Bristol-headquartered national law firm TLT to handle the highly complex and costly procedure, which involved transferring all business carried on by its UK operation into a new company, Triodos Bank UK Ltd. 
After the UK leaves the European Union, EU banking regulations will no longer apply in the UK – meaning European financial institutions such as Triodos need a separate UK entity to carry on operating here.
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.
Founded in 1980, Triodos Bank now has banking activities in the Netherlands, Belgium, Spain, Germany, France and the UK, as well as Investment Management activities based in the Netherlands and investing globally.
While it has operated in the UK for more than two decades – and has grown as more businesses, organisations and individuals look for sustainable and ethical alternatives to traditional retail and investment banks – the referendum vote to leave the EU brought the regulatory standing of its UK operation into sharp focus.
The transfer was successfully completed in May after 18 months of complicated legal and accounting work, described by the Dutch parent company as critically important to the ongoing operations of Triodos in the UK.
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, including 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. 
Triodos Bank UK head of Brexit implementation, Kit Beazley, said: “We have been working closely with the regulators for the past 18 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.”
TLT partner and head of commercial services Bill Hull, pictured, said the legal status of branches in the UK was an issue that was relevant for both European and international banks – whether 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,” he said. “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).
