FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of January
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or
Form 40-F).
Form
20-F X Form 40-F
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
This announcement is for information purposes only and does not
constitute, or form part of, any invitation or offer to acquire,
purchase or subscribe for any securities of HSBC Holdings, HSBC
Asia Pacific or Hang Seng Bank, nor is it an invitation or offer to
or a solicitation of any offer to acquire, purchase or subscribe
for securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng
Bank, or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank in
any jurisdiction in contravention of applicable law. This
announcement is not for release, publication or distribution, in
whole or in part, in or into or from any other jurisdiction where
to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
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HSBC Holdings plc
(Hong
Kong Stock Code: 5)
The Hongkong and Shanghai Banking Corporation Limited
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Hang Seng Bank Limited
(Stock
Codes: 11 (HKD Counter) and
80011
(RMB Counter))
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JOINT ANNOUNCEMENT
(1) PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK
LIMITED
BY THE HONGKONG AND SHANGHAI BANKING CORPORATION
LIMITED
BY WAY OF A SCHEME OF ARRANGEMENT
UNDER SECTION 673 OF THE COMPANIES ORDINANCE
(2) PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK
SHARES
(3) RESULTS OF THE HANG SENG BANK COURT MEETING AND
THE HANG SENG BANK GENERAL MEETING
AND
(4) CLOSURE OF REGISTER OF MEMBERS OF HANG SENG BANK
LIMITED
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Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in alphabetical order)
BofA
Securities
Goldman Sachs
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Financial Adviser to Hang Seng Bank
Morgan Stanley
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Financial Adviser to HSBC Asia Pacific
The Hongkong and Shanghai Banking Corporation Limited
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Independent Financial Adviser to the Hang Seng Bank
IBC
Somerley Capital Limited
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RESULTS OF THE HANG SENG BANK COURT MEETING AND THE HANG SENG BANK
GENERAL MEETING
On
Thursday, 8 January 2026,
(i) the
resolution to approve the Scheme was approved at the Hang Seng Bank
Court Meeting; and
(ii) the
special resolution to approve and give effect to the Proposal and
the Scheme, including the reduction and restoration of the issued
share capital of Hang Seng Bank under the Proposal and the Scheme,
was approved at the Hang Seng Bank General Meeting.
CLOSURE OF REGISTER OF MEMBERS
For the
purpose of determining the Scheme Shareholders who are qualified
for the entitlements to the Scheme Consideration under the Scheme,
the register of members of Hang Seng Bank will be closed from
Tuesday, 20 January 2026 onwards and during such period, no
transfer of Hang Seng Bank Shares will be effected.
PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK
SHARES
Subject
to the Scheme becoming binding and effective, it is expected that
the listing of the Hang Seng Bank Shares on the Hong Kong Stock
Exchange will be withdrawn with effect from 4:00 p.m. on Tuesday,
27 January 2026.
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INTRODUCTION
Reference is made to the composite scheme document dated 15
December 2025 jointly issued by HSBC Holdings plc
("HSBC
Holdings"), The Hongkong and
Shanghai Banking Corporation Limited ("HSBC Asia
Pacific") and Hang Seng Bank
Limited ("Hang Seng
Bank") in relation to the
Proposal and the Scheme (the "Scheme
Document").
Unless otherwise defined herein, terms defined in the Scheme
Document shall have the same meanings when used in this joint
announcement.
RESULTS OF THE HANG SENG BANK COURT MEETING
The Hang Seng Bank Court Meeting was held on Thursday, 8 January
2026 in the form of a hybrid meeting at Grand Ballroom, 16/F,
Hopewell Hotel, 15 Kennedy Road, Wan Chai, Hong Kong and via the
Court Meeting Online Platform (https://meetings.computershare.com/HangSengCourtMeeting).
Under section 670 of the Companies Ordinance, where an arrangement
is proposed to be entered into by a company with the members, or
any class of the members, of the company, the High Court may, on an
application made by the company, any of the members or any member
of that class, order a meeting of those members or of that class of
members, as the case may be, to be summoned in any manner that the
High Court directs.
Under section 673 of the Companies Ordinance, if the members or the
class of members with whom the arrangement is proposed to be
entered into agree or agrees to the arrangement, the High Court
may, on application by the company, any of the members or any
member of that class, as the case may be, sanction the arrangement.
An arrangement sanctioned by the High Court as aforesaid is binding
on the company and the members or the class of members with whom
the arrangement is proposed to be entered into.
The Scheme is a takeover offer under section 674 of the Companies
Ordinance. Under section 674 of the Companies Ordinance, where the
arrangement involves a takeover offer, the members or the class of
members agree or agrees to the arrangement if, at a meeting
summoned as directed by the High Court, members representing at
least 75% of the voting rights of the members or the class of
members, as the case may be, present and voting, in person, via the
Court Meeting Online Platform or by proxy, agree to the arrangement
and the votes cast against the arrangement at the meeting do not
exceed 10% of the total voting rights attached to all the Ordinance
Disinterested Shares in the company or of the class in the company,
as the case may be.
In addition to satisfying the requirements imposed by law as
summarised above, Rule 2.10 of the Takeovers Code requires, except
with the consent of the Executive, that the Scheme may only be
implemented if:
(a)
the Scheme is approved by at least 75% of the votes attaching to
the Code Disinterested Shares that are cast either in person, via
the Court Meeting Online Platform or by proxy at the Hang Seng Bank
Court Meeting; and
(b)
the number of votes cast against the resolution to approve the
Scheme at the Hang Seng Bank Court Meeting is not more than 10% of
the votes attaching to all the Code Disinterested
Shares.
At the Hang Seng Bank Court Meeting:
(i)
holders of 236,604,569 Scheme Shares (representing approximately
85.75% of the voting rights of the Scheme Shareholders present and
voting in person, via the Court Meeting Online Platform or by proxy
at the Hang Seng Bank Court Meeting) voted in favour of the
resolution to approve the Scheme and holders of 39,304,688
Ordinance Disinterested Shares (representing (i) approximately
14.25% of the voting rights of the Scheme Shareholders present and
voting in person, via the Court Meeting Online Platform or by proxy
at the Hang Seng Bank Court Meeting and (ii) approximately 5.89% of
the total voting rights attaching to all the Ordinance
Disinterested Shares) voted against the resolution to approve the
Scheme; and
(ii)
Code Disinterested Shareholders holding 236,604,569 Code
Disinterested Shares (representing approximately 85.75% of the
votes attaching to the Code Disinterested Shares that were cast in
person, via the Court Meeting Online Platform or by proxy at the
Hang Seng Bank Court Meeting) voted in favour of the resolution to
approve the Scheme and Code Disinterested Shareholders holding
39,304,688 Code Disinterested Shares (representing (i)
approximately 14.25% of the voting rights attaching to the Code
Disinterested Shares that were cast in person, via the Court
Meeting Online Platform or by proxy at the Hang Seng Bank Court
Meeting and (ii) approximately 5.94% of the total voting rights
attaching to all the Code Disinterested Shares) voted against the
resolution to approve the Scheme.
Accordingly, the resolution proposed at the Hang Seng Bank Court
Meeting to approve the Scheme was duly passed in accordance with
the requirements of sections 673 and 674 of the Companies Ordinance
and Rule 2.10 of the Takeovers Code.
As at the Meeting Record Time:
(1)
the issued share capital of Hang Seng Bank comprised 1,872,937,536
Hang Seng Bank Shares;
(2) there were (a) no treasury shares held by Hang
Seng Bank (including any treasury shares held or deposited with
CCASS) and (b) no Hang Seng Bank Shares
repurchased by Hang Seng Bank which were pending
cancellation;
(3)
HSBC Asia Pacific (through its wholly-owned subsidiary Wayfoong
Nominees Limited) held 1,188,057,371 Hang Seng Bank Shares as a
strategic shareholding, representing approximately 63.43% of the
total issued share capital of Hang Seng Bank. Such Hang Seng Bank
Shares did not form part of the Scheme Shares. HSBC Asia Pacific
confirms that such Hang Seng Bank Shares were not voted at the Hang
Seng Bank Court Meeting;
(4)
the Scheme Shares comprised a total of 684,880,165 Hang Seng Bank
Shares held or beneficially owned by the Scheme Shareholders
(including the HSBC Asia Pacific Concert Parties), representing
approximately 36.57% of the total issued Hang Seng Bank
Shares;
(5)
save for the Hang Seng Bank Shares which were held by (i) members
of the HSBC Group and the Hang Seng Bank Group for and on behalf of
non-discretionary clients (including, for example, as a custodian
or a non-discretionary trustee) and (ii) any member of the BofA
Securities group or the Goldman Sachs group for and on behalf of
their respective non-discretionary clients or in the capacity as
exempt principal traders or exempt fund managers (in each case
recognised by the Executive as such for the purpose of the
Takeovers Code), HSBC Asia Pacific and HSBC Asia Pacific
Concert Parties held an aggregate of 22,813,471 Hang Seng Bank
Shares which formed part of the Scheme Shares, representing
approximately 1.22% of the total issued share capital of Hang Seng
Bank. HSBC Asia Pacific confirms that such Hang Seng Bank
Shares were not voted at the Hang Seng Bank Court
Meeting;
(6)
Luanne Lim Hui Hung held 2,000 Hang Seng Bank Shares, representing
approximately 0.0001% of the total issued share capital of Hang
Seng Bank. Ms. Lim is an executive director and chief executive of
Hang Seng Bank. Her positions with the Hang Seng Bank Group do not
render her an HSBC Asia Pacific Concert Party. Both Ms. Lim and
HSBC Asia Pacific confirm that Ms. Lim is not acting in concert
with HSBC Asia Pacific. However, in the light of her position held
within the HSBC Group entities, Ms. Lim has undertaken to abstain
from voting at the Hang Seng Bank Court Meeting in respect of her
own beneficial holdings in the Hang Seng Bank Shares. Ms. Lim has
confirmed that such Hang Seng Bank Shares were not voted at the
Hang Seng Bank Court Meeting;
(7)
the HSBC Group (including but not limited to HSBC Asia Pacific and
the Hang Seng Bank Group) held approximately 390,684,259 Hang Seng
Bank Shares on a non-discretionary basis and on behalf of its
clients. Such Hang Seng Bank Shares formed part of the Scheme
Shares and were permitted to be voted at the Hang Seng Bank Court
Meeting;
(8)
Hang Seng Bank Shares held by members of Morgan Stanley group, the
BofA Securities group or the Goldman Sachs group respectively
acting in the capacity of exempt principal trader were not
permitted to be voted at the Hang Seng Bank Court Meeting unless
the Executive allowed such Hang Seng Bank Shares to be so voted.
Hang Seng Bank Shares held by such exempt principal traders in the
Morgan Stanley group, the BofA Securities group or the Goldman
Sachs group respectively were allowed to be voted at the Hang Seng
Bank Court Meeting if (i) the relevant connected exempt principal
trader held the Hang Seng Bank Shares as a simple custodian for and
on behalf of non-discretionary clients, and (ii) there were
contractual arrangements in place between the relevant connected
exempt principal trader and its clients that strictly prohibited
the relevant connected exempt principal trader from exercising any
voting discretion over the relevant Hang Seng Bank Shares, and all
voting instructions originated from the client only (if no
instructions were given, then no votes were permitted to be cast
for the relevant Hang Seng Bank Shares held by the relevant
connected exempt principal trader). Morgan Stanley has confirmed
exempt principal traders in the Morgan Stanley group, BofA
Securities has confirmed exempt principal traders in the BofA
Securities group, and Goldman Sachs has confirmed exempt principal
traders in the Goldman Sachs group, respectively, did not exercise
voting rights attached to the Hang Seng Bank Shares held by them
(other than those Hang Seng Bank Shares held by such exempt
principal trader as a simple custodian for and on behalf of
non-discretionary clients who were entitled to vote in the context
of the Proposal and over which the relevant exempt principal trader
had no voting discretion) at the Hang Seng Bank Court
Meeting;
(9)
the total number of Ordinance Disinterested Shares for the purpose
of sections 673 and 674 of the Companies Ordinance was 667,232,880,
representing approximately 35.62% of the total issued share capital
of Hang Seng Bank. Accordingly, 10% of the Ordinance Disinterested
Shares amounted to 66,723,288 Hang Seng Bank Shares;
and
(10) the total number of Code Disinterested Shares for the
purpose of Rule 2.10 of the Takeovers Code was 662,066,694,
representing approximately 35.35% of the total issued share capital
of Hang Seng Bank. Accordingly, 10% of the Code Disinterested
Shares amounted to 66,206,669 Hang Seng Bank Shares.
Save as disclosed in paragraph (8) above, no Scheme Shareholder was
required to abstain from voting, or abstain from voting in favour
of the Scheme, at the Hang Seng Bank Court Meeting in accordance
with the Takeovers Code or the Hong Kong Listing Rules (including
Rule 13.40 of the Hong Kong Listing Rules). Save as disclosed
in paragraphs (5), (6) and (8) above, the Scheme Document did not
indicate any Scheme Shareholder's intention to vote against or to
abstain from voting in respect of the Scheme at the Hang Seng Bank
Court Meeting.
Ms. Cordelia Chung, an independent non-executive director of Hang
Seng Bank, was the chairman of the Hang Seng Bank Court Meeting.
Mr. Edward Cheng Wai Sun, being an independent non-executive
director of Hang Seng Bank and the Chairman of the Hang Seng Bank
Board, Ms. Luanne Lim Hui Hung and Ms. Saw Say Pin, both
being executive directors of Hang Seng Bank, and Mr. Clement Kwok
King Man, Ms. Patricia Lam Sze Wan, Ms. Lin Huey Ru and Ms. Wang
Xiao Bin, all being independent non-executive directors of Hang
Seng Bank, attended the Hang Seng Bank Court Meeting.
Computershare Hong Kong Investor Services Limited, being the Share
Registrar, was the scrutineer for the vote-taking at the Hang Seng
Bank Court Meeting.
RESULTS OF THE HANG SENG BANK GENERAL MEETING
The Hang Seng Bank General Meeting was held on Thursday, 8 January
2026 in the form of a hybrid meeting at Grand Ballroom, 16/F,
Hopewell Hotel, 15 Kennedy Road, Wan Chai, Hong Kong and via the
General Meeting Online Platform (https://meetings.computershare.com/HangSengGeneralMeeting).
The poll results in respect of the special resolution proposed at
the Hang Seng Bank General Meeting were as follows:
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Special Resolution
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Votes cast (including by proxy)
(approximate %)
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Total
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For
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Against
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To
approve the Scheme between Hang Seng Bank and the Scheme
Shareholders; for the purpose of giving effect to the Scheme, to
approve (i) the reduction of the share capital of Hang Seng Bank,
(ii) the increase in the share capital of Hang Seng Bank and (iii)
the allotment and issue of new shares in the capital of Hang Seng
Bank to HSBC Asia Pacific (or its nominee); to approve the
withdrawal of listing of shares of Hang Seng Bank on the Hong Kong
Stock Exchange, subject to the Scheme taking effect; and to
authorise the directors of Hang Seng Bank to do all acts and things
considered by them to be necessary or desirable in connection with
the implementation of the Scheme, as more particularly set out in
the Notice of Hang Seng Bank General Meeting dated 15 December
2025.
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1,463,860,421
(100%)
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1,424,322,294
(97.30%)
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39,538,127
(2.70%)
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Accordingly, the special resolution to approve and give effect to
the Proposal and the Scheme, including the reduction and
restoration of the issued share capital of Hang Seng Bank under the
Proposal and the Scheme, was
duly approved (by way of a poll) by a majority of at least 75% of
the votes cast by the Hang Seng Bank Shareholders present and
voting in person, via the General Meeting Online Platform and by
proxy at the Hang Seng Bank General Meeting.
As at the date of the Hang Seng Bank General Meeting, a total of
1,872,937,536 Hang Seng Bank Shares were in issue and there were
(a) no treasury shares held by Hang Seng Bank (including any
treasury shares held or deposited with CCASS) and (b) no Hang Seng
Bank Shares repurchased by Hang Seng Bank which were pending
cancellation.
There were no Hang Seng Bank Shares entitling the holders thereof
to attend where such holders were required to abstain from voting
in favour of the
special resolution at the Hang Seng Bank General
Meeting pursuant
to Rule 13.40 of the Hong Kong Listing Rules. No Hang Seng Bank
Shareholder was required under the Hong Kong Listing Rules to
abstain from voting on the special resolution at the Hang Seng Bank
General Meeting. The
Scheme Document did not indicate any person's
intention to vote against or to abstain from voting on the special
resolution at the Hang Seng Bank General
Meeting. All
Hang Seng Bank Shareholders whose names appeared in the register of
members of Hang Seng Bank as at the Meeting Record Time were
entitled to attend and vote on the special resolution at the Hang
Seng Bank General Meeting.
Ms. Cordelia Chung was the chairman of the Hang Seng Bank General
Meeting. Mr. Edward Cheng Wai Sun, being an independent
non-executive director of Hang Seng Bank and the Chairman of the
Hang Seng Bank Board, Ms. Luanne Lim Hui Hung and Ms. Saw Say
Pin, both being executive directors of Hang Seng Bank, and Mr.
Clement Kwok King Man, Ms. Patricia Lam Sze Wan, Ms. Lin Huey Ru
and Ms. Wang Xiao Bin, all being independent non-executive
directors of Hang Seng Bank, attended the Hang Seng Bank
General Meeting.
Computershare Hong Kong Investor Services Limited, being the Share
Registrar, was the scrutineer for the vote-taking at the Hang Seng
Bank General Meeting.
CURRENT STATUS OF THE CONDITIONS OF THE PROPOSAL
As at the date of this joint announcement, (i) Conditions (a) and
(b) have been satisfied; and (ii) Conditions (e) to (i) have been
satisfied (but subject to their ongoing satisfaction or (if
applicable) waiver). In this regard, the Proposal remains, and the
Scheme will become binding and effective on Hang Seng Bank and all
the Scheme Shareholders, subject to the satisfaction or (if
applicable) waiver of the Conditions as stated in the section
headed "5.
Conditions of the Proposal" in
the Explanatory Statement set out on pages 96 to 100 of the Scheme
Document.
Subject to such Conditions being satisfied or (if applicable)
waived on or before the Conditions Long Stop Date, the Scheme is
expected to become binding and effective on Monday, 26 January
2026. As at the date of this joint announcement, none of HSBC Asia
Pacific, HSBC Holdings and Hang Seng Bank is aware of any facts or
circumstances which would lead to such Conditions not being
fulfilled.
CLOSURE OF REGISTER OF MEMBERS FOR SCHEME ENTITLEMENT
For the purpose of determining the Scheme Shareholders who are
qualified for the entitlements to the Scheme Consideration under
the Scheme, the register of members of Hang Seng Bank will be
closed from Tuesday, 20 January 2026 onwards and during such period
no transfer of Hang Seng Bank Shares will be effected.
In order to qualify for entitlements to the Scheme Consideration
under the Scheme, Scheme Shareholders should ensure that the
transfers of Hang Seng Bank shares to them are lodged with the
Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wan Chai, Hong Kong for registration in
their names or in the names of their nominees no later than 4:30
p.m. (Hong Kong time) on Monday, 19 January 2026.
EXPECTED LATEST TIME FOR TRADING OF HANG SENG BANK SHARES ON THE
HONG KONG STOCK EXCHANGE
Subject to the Scheme becoming binding and effective, the expected
latest time for trading of Hang Seng Bank Shares on the Hong Kong
Stock Exchange is 4:10 p.m. on Wednesday, 14 January
2026.
PROPOSED WITHDRAWAL OF LISTING OF THE HANG SENG BANK
SHARES
Subject to the Scheme becoming binding and effective, it is
expected that the listing of the Hang Seng Bank Shares on the Hong
Kong Stock Exchange will be withdrawn with effect from 4:00 p.m. on
Tuesday, 27 January 2026. Hang Seng Bank has applied to the Hong
Kong Stock Exchange for, and the Hong Kong Stock Exchange has
approved, the withdrawal of the Hang Seng Bank Shares from the Hong
Kong Stock Exchange in accordance with Rule 6.15(2) of the Hong
Kong Listing Rules subject to the Scheme becoming
effective.
EXPECTED TIMETABLE
The timetable set out below is indicative only and is subject to
change. Any changes to the timetable will be jointly announced by
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank. Unless
otherwise specified, all times and dates refer to Hong Kong local
times and dates.
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Hong Kong time and date
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Expected
latest time for trading of Hang Seng Bank Shares on the Hong Kong
Stock Exchange
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4:10
p.m. on Wednesday, 14 January 2026
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Latest
time for lodging transfers of Hang Seng Bank Shares in order to
qualify for entitlements to the Scheme Consideration under the
Scheme
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4:30
p.m. on Monday, 19 January 2026
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|
Register
of members of Hang Seng Bank closed for determining entitlements to
the Scheme Consideration under the Scheme (Note 1)
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From
Tuesday, 20 January 2026 onwards
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High
Court hearing of the petition for the sanction of the
Scheme (Note
2)
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10:00
a.m. on Friday, 23 January 2026
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Announcement
of (1) the results of the High Court hearing for the petition for
the sanction of the Scheme, (2) the expected Scheme Effective Date
and (3) the expected date of the withdrawal of the listing of Hang
Seng Bank Shares on the Hong Kong Stock Exchange posted on the
website of the Hong Kong Stock Exchange
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no
later than 7:00 p.m. on Friday, 23 January 2026
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Scheme
Record Date
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Friday,
23 January 2026
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Scheme
Effective Date (Notes 2 and
5)
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Monday,
26 January 2026
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Announcement
of (1) the Scheme Effective Date and (2) the withdrawal of the
listing of Hang Seng Bank Shares on the Hong Kong Stock Exchange
posted on the website of the Hong Kong Stock Exchange
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Monday,
26 January 2026
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The
withdrawal of the listing of Hang Seng Bank Shares on the Hong Kong
Stock Exchange becomes effective (Note 2)
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4:00
p.m. on Tuesday, 27 January 2026
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Latest
time for (1) despatch of cheques for the payment of the Scheme
Consideration to Scheme Shareholders (other than HKSCC Nominees)
and (2) payment of the Scheme Consideration to HKSCC Nominees by
electronic bank transfer (Notes 3, 4 and 5)
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On or
before Wednesday, 4 February 2026
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Notes:
1. The register of members of Hang Seng Bank will be
closed during such period for the purpose of determining the Scheme
Shareholders who are qualified for the entitlements to the Scheme
Consideration under the Scheme.
2. The High Court hearing will be held at the High
Court at the High Court Building, 38 Queensway, Hong Kong. Subject
to the Conditions having been satisfied or (if applicable) waived
on or before the Conditions Long Stop Date, the Scheme shall become
binding and effective as soon as an office copy of the order of the
High Court sanctioning the Scheme (with or without modification)
and confirming the reduction of the share capital of Hang Seng Bank
provided for by the Scheme together with a minute and a return that
comply with subsections (2) and (3) of section 230 of the Companies
Ordinance shall have been delivered and registered by the Registrar
of Companies in Hong Kong. If the Proposal becomes unconditional
and the Scheme becomes binding and effective, it is expected that
the listing of the Hang Seng Bank Shares on the Hong Kong Stock
Exchange will be withdrawn at 4:00 p.m. on Tuesday, 27 January
2026.
3. Cheques for the payment of the Scheme Consideration
to the Scheme Shareholders (other than HKSCC Nominees), and payment
of the Scheme Consideration to HKSCC Nominees by electronic bank
transfer, will be despatched or made as soon as possible but in any
event no later than the seventh (7th) business day (as defined in
the Takeovers Code) after the Scheme Effective Date, and (if
payment is made by way of cheques) such cheques will be despatched
by ordinary post in postage pre-paid envelopes addressed to the
Scheme Shareholders (other than HKSCC Nominees) at their respective
addresses as appearing in the register of members of Hang Seng Bank
as at the Scheme Record Date or, in the case of joint holders, at
the address appearing in the register of members of Hang Seng Bank
as at the Scheme Record Date of the joint holder whose name then
stands first in the register of members of Hang Seng Bank in
respect of the relevant joint holding. All such cheques shall be
posted at the risk of the addressees and none of HSBC Holdings,
HSBC Asia Pacific, Hang Seng Bank, BofA Securities, Goldman Sachs,
HSBC Asia Pacific FA, Morgan Stanley, the Depositary (or any of its
designees), the Hang Seng Bank IFA and the Share Registrar and
their respective directors, employees, officers, agents, advisers,
associates and affiliates and any other persons involved in the
Proposal shall be responsible for any loss or delay in the despatch
of the same. Your attention is also drawn to the section headed
"15. Registration and payment" in the Explanatory Statement set out
on pages 110 to 112 of the Scheme Document.
4. In the case of Hang Seng Bank ADSs, the Depositary
will receive an amount in Hong Kong dollars equal to the amount
payable in respect of all the Scheme Shares represented by the Hang
Seng Bank ADSs no later than the seventh (7th) business day (as
defined in the Takeovers Code) after the Scheme Effective Date.
Upon receipt, the Depositary will convert such funds into US
dollars and thereafter pay to the Hang Seng Bank ADS Holders as a
payment in US dollars in proportion to the number of Hang Seng Bank
ADSs held by such Hang Seng Bank ADS Holders, in accordance with
the Hang Seng Bank ADS Deposit Agreement.
5. If any severe weather condition is in force in Hong
Kong: (a) at any time before 12:00 p.m. but no longer in force at
or after 12:00 p.m. on the Scheme Effective Date or the latest date
to despatch cheques for the payment of the Scheme Consideration
under the Scheme, the Scheme Effective Date or the latest date to
despatch cheques (as the case may be) will remain on the same day;
or (b) at any time at or after 12:00 p.m. on the Scheme Effective
Date or the latest date to despatch cheques for the payment of the
Scheme Consideration under the Scheme, the Scheme Effective Date or
the latest date to despatch cheques (as the case may be) will be
rescheduled to the following business day which does not have any
of those warnings in force at 12:00 p.m. and/or thereafter (or
another business day thereafter that does not have any severe
weather condition at 12:00 p.m. or thereafter). For the purpose of
this note, "severe weather" refers to the scenario where a tropical
cyclone warning signal number 8 or above is hoisted, a black
rainstorm warning and/or the "Extreme Conditions" warning as
announced by the Hong Kong Government is/are in force in Hong Kong.
Further announcement(s) will be made if there is any change to the
expected timetable as a result of any severe weather.
GENERAL
Immediately before 9 October 2025 (being the commencement date of
the offer period, within the meaning ascribed to such term under
the Takeovers Code), save for the relevant securities of Hang Seng
Bank which were held by (i) members of the HSBC Group and the Hang
Seng Bank Group for and on behalf of non-discretionary clients
(including, for example, as a custodian or a non-discretionary
trustee) and (ii) any member of the BofA Securities group or the
Goldman Sachs group for and on behalf of their respective
non-discretionary clients or in the capacity as exempt principal
traders or exempt fund managers (in each case recognised by the
Executive as such for the purpose of the Takeovers Code), HSBC Asia
Pacific and HSBC Asia Pacific Concert Parties held, controlled or
directed (x) a total of 1,209,367,223 Hang Seng Bank Shares
(representing approximately 64.57% of the total issued share
capital of Hang Seng Bank on
9 October 2025 (calculated on the basis that the 2,800,000 Hang
Seng Bank Shares that had been repurchased by Hang Seng Bank as of
9 October 2025 had been cancelled)) and (y)
warrants and derivatives in respect of a
total of 3,040,596
underlying reference Hang Seng Bank Shares (representing
approximately 0.16% of the total issued share capital of Hang Seng
Bank on
9 October 2025 (calculated on the basis that the 2,800,000 Hang
Seng Bank Shares that had been repurchased by Hang Seng Bank as of
9 October 2025 had been cancelled)). Save as disclosed in the
foregoing sentence, HSBC Asia Pacific and HSBC Asia Pacific Concert
Parties did not hold, control or have direction over any other Hang
Seng Bank Shares or rights over Hang Seng Bank Shares immediately
before 9 October 2025.
Save as disclosed below, and save
for the relevant securities of Hang Seng Bank which
were acquired or
agreed to be acquired by (i) members of the HSBC
Group (including
but not limited to HSBC Asia Pacific and the Hang Seng Bank
Group) for
and on behalf of non-discretionary clients (including, for example,
as a custodian or a non-discretionary trustee) and (ii) any member
of the BofA Securities group or the Goldman Sachs group for and on
behalf of their respective non-discretionary clients or in the
capacity as exempt principal traders or exempt fund managers (in
each case recognised by the Executive as such for the purpose of
the Takeovers Code), neither HSBC Asia Pacific nor
any HSBC
Asia Pacific Concert Party acquired
or agreed to acquire any Hang Sang Bank Shares or any convertible
securities, warrants, options or derivatives in respect of any Hang
Seng Bank Shares since 9 October 2025 (being the commencement date
of the offer period, within the meaning ascribed to such term under
the Takeovers Code) and up to the Meeting
Record Time:
(a)
HSBC Asia Pacific and HSBC Asia Pacific Concert Parties (excluding
any member of the Hang Seng Bank Group) acquired a total of
1,635,397 Hang Seng Bank Shares (representing approximately
0.09% of the total issued share capital of Hang Seng Bank as at the
Meeting Record Time); and
(b)
the Hang Seng Bank Group acquired a total of 4,193,864 Hang Seng
Bank Shares (representing approximately 0.22% of the total issued
share capital of Hang Seng Bank as at the Meeting Record
Time).
For the avoidance of doubt, dealings in the relevant securities of
Hang Seng Bank which were conducted by entities within the HSBC
Group on and subsequent to 9 October 2025 up to and including the
Meeting Record Time were conducted pursuant to waivers and consents
granted by the Executive as set out in the announcement of HSBC
Asia Pacific dated 27 November 2025 and the announcement of Hang
Seng Bank dated 27 November 2025 respectively (except for the
dealings in the Hang Seng Bank Shares by funds for which
Internationale Kapitalanlagegesellschaft mbH acts as the fund
administrator who has delegated and outsourced its trading
discretion to third party asset managers while retaining voting
discretion over such Hang Seng Bank Shares).
As at the Meeting Record Time, save as disclosed below, and save in
respect of the relevant securities of Hang Seng Bank which were
held by (i) any member of the HSBC Group or the Hang Seng Bank
Group for and on behalf of its non-discretionary clients
(including, for example, as a custodian or a non-discretionary
trustee) and (ii) any member of the BofA Securities group or the
Goldman Sachs group for and on behalf of their respective
non-discretionary clients, none of HSBC Asia Pacific or the HSBC
Asia Pacific Concert Parties had borrowed or lent any relevant
securities of Hang Seng Bank, save for any borrowed Hang Seng Bank
Shares or any convertible securities, warrants, options or
derivatives in respect of Hang Seng Bank Shares which have been
either on-lent or sold:
|
Name of holder
|
Nature of transaction
|
Number of Hang Seng Bank Shares to which it relates
|
Approximate percentage of Hang Seng Bank's issued share
capital
(%)
|
|
HSBC
Bank plc
|
Borrowing
|
301,687
|
0.02
|
WARNING: Shareholders of and/or potential investors in HSBC
Holdings and Hang Seng Bank should be aware that the Proposal will
only be implemented if all the Conditions are satisfied or (if
applicable) waived on or before the Conditions Long Stop Date.
Shareholders of and/or potential investors in HSBC Holdings and
Hang Seng Bank should therefore exercise caution when dealing in
the securities of HSBC Holdings and Hang Seng Bank respectively.
Persons who are in doubt as to the action they should take should
consult their licensed securities dealer or registered institution
in securities, bank manager, solicitor, professional accountant or
other professional adviser.
|
For and
on behalf of
HSBC Holdings plc
Brendan Nelson
Group
Chairman
|
For and
on behalf of
Hang Seng Bank Limited
Edward Cheng Wai Sun
Chairman
|
|
For and
on behalf of
The Hongkong and Shanghai Banking Corporation Limited
Dr. Peter Wong Tung Shun
Non-executive
Chairman
|
|
The board of directors of HSBC Holdings plc as at the date of this
announcement comprises: Brendan
Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†,
Wei Sun Christianson†,
Rachel Duan†,
Dame Carolyn Julie Fairbairn†,
James Anthony Forese†,
Ann Frances Godbehere†,
Steven Craig Guggenheimer†,
Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†,
Kalpana Jaisingh Morparia†,
Eileen K Murray† and
Swee Lian Teo†.
* Independent non-executive Chair
† Independent
non-executive Director
The board of directors of HSBC Asia Pacific as at the date of this
announcement comprises: Dr.
Peter Wong Tung Shun#,
David Gordon Eldon*, David Liao Yi Chien, Surendranath Ravi Rosha,
Paul Jeremy Brough*, Judy Chau Lai Kun*, Edward Cheng Wai Sun*,
Sonia Cheng Chi Man*, Choi Yiu Kwan*, Andrea Lisa Della Mattea*,
Manveen (Pam) Kaur#,
Rajnish Kumar*, Beau Kuok Khoon Chen*, Fred Lam Tin Fuk* and
Annabelle Long Yu*.
# Non-executive
Directors
* Independent Non-executive Directors.
The Hang Seng Bank Board as at the date of this announcement
comprises: Edward Cheng Wai Sun* (Chairman), Luanne
Lim Hui Hung (Chief
Executive), Cordelia Chung*, Kathleen Gan Chieh
Huey#,
Clement Kwok King Man*, Patricia Lam Sze Wan*, David Liao Yi
Chien#,
Lin Huey Ru*, Saw Say Pin (Chief Financial Officer), Wang Xiao Bin*
and Catherine Zhou Rong#.
# Non-executive
Directors
* Independent Non-executive Directors
Hong Kong, 8 January 2026
|
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Web:
www.hsbc.com
Incorporated in England and Wales with limited liability.
Registration number 617987
|
Hang Seng Bank Limited
恒生銀行有限公司
Registered Office and Head Office:
83 Des Voeux Road Central, Hong Kong
Incorporated in Hong Kong with limited liability
|
|
The Hongkong and Shanghai Banking Corporation Limited
香港上海滙豐銀行有限公司
Registered Office and Group Head Office:
1 Queen's Road Central, Hong Kong
Incorporated in Hong Kong with limited liability
|
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
HSBC
Holdings plc
|
|
|
|
|
|
|
By:
|
|
|
Name:
Aileen Taylor
|
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
|
|
Date:
08 January 2026
|