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UK's Close Brothers Spins Off Winterflood Business As Restructuring Continues

Editorial Staff 28 July 2025

UK's Close Brothers Spins Off Winterflood Business As Restructuring Continues

The UK financial services group continues its restructuring moves.

Late last week, Close Brothers, a UK-listed group, agreed to sell its execution services and securities business, Winterflood Securities to Marex Group for about £103.9 million I ($139.5 million) in cash.

The transaction comes as Close Brothers, which in May set aside provisions to handle potential regulatory action over motor finance practices, has been restructuring. In early March, it completed its sale of its asset management business to US-based Oaktree Capital Management. 

In the latest move, Close Brothers said the Winterflood sale was at the “right time.”

Close Brothers expects to complete the Winterflood sale early in 2026 once it receives customary regulatory clearance.

Earlier this year, Close Brothers said it made a £165 million provision to deal with potential regulatory action linked to motor finance commissions and the way complaints about this business were handled. A number of banks and financial organisations face potential costs linked to the matter, which is being probed by regulators.

"This transaction marks another important step in simplifying the group to focus on our core specialist lending business, following the sale of CBAM in February 2025,” Mike Morgan (pictured), Close Brothers CEO, said in a statement last Friday.

Marex is a diversified global financial services platform, with offices around the world. It is traded on the Nasdaq in the US. 

"This acquisition gives us an opportunity to transform our existing equity market making [the] business into a leading franchise, utilising the technology and connectivity of what is the leading brand in this market,” Ian Lowitt, Marex CEO, said.

“We believe we can gain economies from operating at scale and also benefit from Winterflood's great technology and strong client relationships, which will enable us to introduce additional products and services from across our platform to a new set of clients,” he added. 

Close Brothers said that when the disposal is completed, it expects this will benefit its Common Equity Tier 1 capital ratio by about 30 basis points, based on financials as at 30 April 2025 on a pro forma basis, increasing the group's CET1 capital ratio from 14.0 per cent to about 14.3 per cent. This calculation is based on a tangible net asset value of £88.9 million and assumes an immediate reduction in market and credit risk-weighted assets associated with Winterflood. 

The firm added that in due course it expects further CET1 capital ratio benefits of up to about 25 basis points from a cut in operational risk-weighted assets currently associated with Winterflood.

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