Barclays Bank plc (together with its affiliates “Barclays”) is a foundation investor in Barrenjoey Capital Partners Group Holdings Pty Limited ACN 644 241 510 (“Barrenjoey Holdings”) and Barclays has entered into a Cooperation Agreement (the “Cooperation Agreement”) with Barrenjoey Holdings, the parent company of Barrenjoey Markets Pty Limited ACN 636 976 059 (“Barrenjoey Markets”). The Co-operation Agreement states that Barclays views Barrenjoey Holdings as a strategic ally in Australia and New Zealand.

Barclays currently has a 18.2% economic interest and a 4.99% voting interest in Barrenjoey Holdings and has a representative on the board of directors of Barrenjoey Holdings.

The arrangement between Barclays and Barrenjoey covers a number of products and makes available significant balance sheet capacity for Barrenjoey to support its clients.

As shareholder, Barclays is not involved in the day-to-day management of Barrenjoey. Barclays does not control Barrenjoey.

Barclays operates financial services businesses that are separate from Barrenjoey.

Joint business activities

Barclays has entered into the Cooperation Agreement to enable it to offer its clients access to key capital markets and cross-border investment opportunities in Australia, New Zealand and other countries through Barrenjoey, whilst providing Barrenjoey’s clients access to Barclays’ strong capabilities in the UK, Europe, and other key Asian markets (where applicable).

Drawing on Barclays’ and Barrenjoey’s complementary capabilities, the parties will undertake various joint activities including in relation to the provision of asset-backed financing solutions to clients in Australia and New Zealand. At the outset, the partnership will focus on warehouse financing solutions with or without a potential subsequent term securitisation exit (including either private placement or public securitisation). Overtime, the partnership could be extended to the full suite of financing solutions provided by the Barclays Securitised Products Financing business. In order to carry out those arrangements:

(i)     Barrenjoey will introduce potential commercial opportunities to Barclays.  Barclays Securitised Products will be responsible for structuring, pricing, funding and risk managing any resulting trades.  

(ii)    Barrenjoey will provide support where appropriate. Client relationships will be jointly managed.  Barclays and Barrenjoey may act as co-arrangers and/or Joint Lead Managers and/or Joint Book Runners in respect of any subsequent take-out of the warehouse facility.

As noted above and subject to the Conduct Risk control framework referenced below, Barclays and Barrenjoey may share: (1) revenues, fees and/or commissions in connection with the joint activities above; and (2) confidential information and / or material non-public information (“MNPI”), as necessary to give effect to these arrangements.

Barrenjoey and Barclays will receive payments from clients for the financing solutions collectively offered to them and undertaken pursuant to the relevant joint mandates. It may be the case that at the conclusion of a financing solution or take-out securitisation Barclays is paid the aggregate fee, in which case Barclays will distribute to Barrenjoey its respective share – such share to be agreed on a case by case basis. It is not expected that Barrenjoey will provide any services to Barclays directly that will give rise to a payment obligation on the part of Barclays for services rendered by Barrenjoey to it.

Further information on the above arrangements may be made available upon request.

Disclosure of information

In order to effect the arrangements described above, Barclays and Barrenjoey will share various information including internal and client confidential information specific to the opportunity and any transaction details required for execution. Barclays will not disclose such information unless it has received explicit consent from each relevant client. Clients providing consent, which will only be obtained once, shall be deemed to accept and acknowledge that such consent shall override any non-disclosure or other confidentiality agreements or arrangements they may have in place with Barclays either now or in the future unless such agreement or arrangement expressly references this consent to disclose. Save for the consent described above, the existing non-disclosure or other confidentiality agreements or arrangements that a client has in place with Barclays will remain in full force and effect.

Risk control framework

Consistent with our commitments and responsibilities, Barclays has developed a robust Conduct Risk control framework to manage our legal, regulatory and reputational risks, including any actual, potential or perceived conflict of interest. This control framework includes, but is not limited to, the following arrangements:

·        Information barriers intended to ensure that Barclays’ business is independent from that of third parties, including related parties (such as Barrenjoey), and access to information, including client confidential information, is appropriately restricted;

·        Conflict clearance and business selection procedures followed prior to engaging in any joint client activity with any third party, including Barrenjoey;

·        Information sharing protocols for any joint business activities, which would apply where such joint business activities are undertaken with Barrenjoey and would limit information shared to what is necessary to give effect to the joint activities and ensure that such information cannot be used for any other purpose;

·        Fair allocations policies for capital markets transactions; and

·        Best execution policies that require Barclays to take sufficient steps to obtain the best possible result for its clients on a consistent basis when executing transactions on their behalf.

For more information please see: https://www.investmentbank.barclays.com/disclosures/N2FcdRWQo4/conflicts-of-interest-policysummary.html