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 October
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
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.
|
HSBC
Holdings plc
(Hong
Kong Stock Code: 5)
The
Hongkong and Shanghai Banking Corporation Limited
|
Hang
Seng Bank Limited
(Stock
Codes: 11 (HKD Counter) and 80011 (RMB Counter))
|
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
AND
(3)
DISCLOSEABLE TRANSACTION OF HSBC HOLDINGS PLC IN RELATION TO THE
PROPOSAL
|
Joint
Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in
alphabetical order)
BofA
Securities Goldman Sachs
|
Financial
Adviser to Hang Seng Bank
Morgan
Stanley
|
|
Financial
Adviser to HSBC Asia Pacific
The
Hongkong and Shanghai Banking Corporation Limited
|
|
|
1. THE
PROPOSAL
HSBC
Asia Pacific, as the offeror, has requested the Hang Seng Bank
Board to put forward the Proposal to the Scheme Shareholders for
the privatisation of Hang Seng Bank by way of a scheme of
arrangement under Section 673 of the Companies
Ordinance.
If the
Scheme becomes effective, the Scheme Shares will be cancelled in
consideration for the Scheme Consideration of HK$155.00 in cash
(less the Dividend Adjustment Amount, if any) for every Scheme
Share held.
Hang
Seng Bank Shareholders will receive the 2025 Third Interim Dividend
which will not be deducted from the Scheme Consideration. All other
dividends declared by Hang Seng Bank after the date of this
announcement with a record date before the Scheme Effective Date
will be deducted from the Scheme Consideration.
The
Scheme Consideration will not be increased and neither HSBC
Holdings nor HSBC Asia Pacific reserves the right to do
so.
2. INTENTIONS
OF HSBC HOLDINGS AND HSBC ASIA PACIFIC IN RELATION TO THE HANG SENG
BANK GROUP
Hang
Seng Bank has been rooted in Hong Kong for close to 100 years and
has a distinctive legacy. HSBC intends to continue to respect the
legacy of Hang Seng Bank and to serve Hong Kong through both the
HSBC and Hang Seng Bank brands. As such, Hang Seng Bank will retain
its separate authorization as a licensed bank under the Hong Kong
Banking Ordinance with its own governance, brand, distinct customer
proposition and a branch network.
Moreover, HSBC is
aware of the important role that Hang Seng Bank plays in the local
community and will continue to support the community projects of
which Hang Seng Bank has been a supporter.
For
details, please refer to the section headed "II. Intentions of HSBC
Holdings and HSBC Asia Pacific in relation to the Hang Seng Bank
Group" in this announcement.
3. TERMS
OF THE PROPOSAL
If the
Proposal is implemented, all the Scheme Shares (which will be all
the Hang Seng Bank Shares other than the HSBC Asia Pacific
Non-Scheme Shares) in issue on the Scheme Record Date will be
cancelled, in exchange for the payment by HSBC Asia Pacific to each
Scheme Shareholder of the Scheme Consideration (less the Dividend
Adjustment Amount, if any) for each Scheme Share
cancelled.
The
issued share capital of Hang Seng Bank will then be restored to the
amount immediately prior to such cancellation by the issue by Hang
Seng Bank to HSBC Asia Pacific (or its nominee) of such number of
new Hang Seng Bank Shares as is equal to the number of Scheme
Shares cancelled. As such, upon the Scheme becoming effective, Hang
Seng Bank will become a wholly-owned subsidiary of HSBC
Holdings.
It is
intended that the listing of the Hang Seng Bank Shares on the Hong
Kong Stock Exchange will be withdrawn subject to the Scheme
becoming effective.
Conditions
precedent to the Proposal
The
Proposal is subject to certain conditions precedent, including,
amongst others, the requisite approval of the Scheme at the Hang
Seng Bank Court Meeting by the Scheme Shareholders in accordance
with the Companies Ordinance and the Takeovers Code, and the
sanctioning of the Scheme by the High Court.
The
Conditions shall be satisfied or (if applicable) waived on or
before the Conditions Long-Stop Date in order for the Proposal to
be implemented.
For
details, please refer to "F. Conditions to the Proposal and the
Scheme" of the section headed "V. Terms of the Proposal" in this
announcement.
Financial
resources of HSBC Asia Pacific for the Scheme
Consideration
HSBC
Asia Pacific intends to finance the entire amount of the Scheme
Consideration payable to the Scheme Shareholders under the Proposal
from the internal resources of the HSBC Group.
BofA
Securities and Goldman Sachs, as joint financial advisers to HSBC
Holdings and HSBC Asia Pacific in connection with the Proposal, are
satisfied that sufficient financial resources are available to HSBC
Asia Pacific to satisfy the Scheme Consideration payable to the
Scheme Shareholders under the Proposal.
4. FINANCIAL
IMPACT ON HSBC GROUP
HSBC
expects the Proposal to be accretive to earnings per ordinary share
as a result of the removal of the minority interest earnings
deduction related to Hang Seng Bank. HSBC continues to target a
dividend payout ratio for 2025 of 50% of earnings per ordinary
share excluding material notable items and related impacts.
HSBC’s latest published CET1 ratio is 14.6% as at 30 June
2025. Based on analysis as at 30 June 2025, the expected day 1
capital impact of the Proposal is approximately 125bps. HSBC
expects to restore its CET1 ratio to its target operating range of
14.0%-14.5% through a combination of organic capital generation and
not initiating any further buybacks for three quarters following
the date of this announcement. A decision to recommence buybacks
will be subject to HSBC’s normal buyback considerations and
process on a quarterly basis.
5. HONG
KONG AND UK LISTING RULES IMPLICATIONS FOR HSBC
HOLDINGS
The
Proposal constitutes a discloseable transaction of HSBC Holdings,
and is expected to constitute a fully exempt connected transaction
of HSBC Holdings, under the Hong Kong Listing Rules. The Proposal
does not constitute a "significant transaction" under the UK
Listing Rules.
6. INDEPENDENT
BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER OF HANG SENG
BANK
The
Hang Seng Bank Board has formed the Hang Seng Bank IBC (comprising
Cordelia Chung, Clement Kwok King Man, Patricia
Lam Sze Wan, Lin Huey Ru and Wang Xiao Bin, all being independent
non-executive directors of Hang Seng Bank) in accordance with the
requirements of the Takeovers Code. The Hang Seng Bank IBC will
make a recommendation (i) as to whether the Proposal is, or is not,
fair and reasonable and (ii) as to voting.
The
Hang Seng Bank IFA will be appointed by the Hang Seng Bank Board
(with the approval of the Hang Seng Bank IBC) in due course to
advise the Hang Seng Bank IBC on the Proposal. A further
announcement will be made after the appointment of the Hang Seng
Bank IFA.
7. SCHEME
DOCUMENT
A
Scheme Document including, among other things, further details of
the Proposal, an explanatory statement, the expected timetable
relating to the Proposal, the recommendation of the Hang Seng Bank
IBC, the letter of advice from the Hang Seng Bank IFA and notices
of the Hang Seng Bank Court Meeting and the Hang Seng Bank General
Meeting is required to be despatched to the Hang Seng Bank
Shareholders within 21 days after the date of this announcement
pursuant to Rule 8.2 of the Takeovers Code, unless the Executive's
consent is otherwise obtained.
In
light of the time required for the preparation of the Scheme
Document and the procedures of the High Court in respect of the
Scheme, HSBC Asia Pacific and Hang Seng Bank will apply to the
Executive pursuant to Rule 8.2 of the Takeovers Code for its
consent to extend the time limit for the despatch of the Scheme
Document. Further announcement(s) will be made in respect of the
despatch of the Scheme Document if and when appropriate in
accordance with the Takeovers Code, the Hong Kong Listing Rules and
applicable laws and regulations.
8. INSIDE
INFORMATION
This
announcement contains inside information for HSBC Holdings and Hang
Seng Bank pursuant to the Inside Information Provisions (as defined
in the Hong Kong Listing Rules) under Part XIVA of the Securities
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). This
announcement also contains inside information for HSBC Holdings for
the purposes of Article 7 of the Market Abuse Regulation (EU) No
596/2014 (as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as
amended).
WARNING:
Shareholders and/or potential investors of 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
and/or potential investors of 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, registered institution in securities,
bank manager, solicitor and/or other professional
adviser.
|
HSBC
Holdings, HSBC Asia Pacific and Hang Seng Bank jointly announce
that HSBC Asia Pacific, as the offeror, has requested the Hang Seng
Bank Board to put forward the Proposal to the Scheme Shareholders
for the privatisation of Hang Seng Bank by way of a scheme of
arrangement under Section 673 of the Companies
Ordinance.
The
Scheme will provide that, if it becomes effective, the Scheme
Shares will be cancelled in consideration for the Scheme
Consideration, being a cash payment of HK$155.00 (less the Dividend
Adjustment Amount, if any), for every Scheme Share
held.
Hang
Seng Bank Shareholders will receive the 2025 Third Interim
Dividend, which will not be deducted from the Scheme Consideration.
All other dividends declared by Hang Seng Bank after the date of
this announcement with a record date before the Scheme Effective
Date will be deducted from the Scheme Consideration.
II.
INTENTIONS
OF HSBC HOLDINGS AND HSBC ASIA PACIFIC IN RELATION TO THE HANG SENG
BANK GROUP
Hang
Seng Bank has been rooted in Hong Kong for close to 100 years. HSBC
intends to respect that legacy. Hang Seng Bank’s heritage,
brand and distinct culture is a competitive advantage. As such,
post privatisation, Hang Seng Bank will retain its separate
authorization as a licensed bank under the Hong Kong Banking
Ordinance with its own governance, brand, distinct customer
proposition and a branch network.
Moreover, HSBC is
aware of the important role that Hang Seng Bank plays in the local
community and will continue to support the community projects of
which Hang Seng Bank has been a supporter.
One of
HSBC’s strategic priorities is to grow in Hong Kong. HSBC
believes it is best positioned to do so by strengthening the Hong
Kong banking presence of both HSBC Asia Pacific and Hang Seng Bank,
focusing on their relative strengths and competitive advantages,
but continuing to allow all customers to choose where to bank. HSBC
intends to continue to invest in people and technology across both
HSBC Asia Pacific and Hang Seng Bank as part of that. At the same
time, HSBC also expects there to be an opportunity to create
greater alignment across HSBC and Hang Seng Bank that may result in
better operational leverage and efficiencies. The changes necessary
to effect such alignment will be made over time.
III.
HSBC
HOLDINGS' AND HSBC ASIA PACIFIC'S REASONS FOR AND BENEFITS OF THE
PROPOSAL
(a) The
Proposal offers Scheme Shareholders an opportunity to realise their
investment with immediate cash proceeds at a significant premium to
historical trading prices and market trading level.
The
Scheme Consideration represents:
●
an implied P/B
(price-to-book) multiple significantly above Hong Kong Comparable
Peers:
o
Implied 1H25A P/B
1.8x (actual and unaudited) vs. Hong Kong Comparable Peers median
(0.4x);
●
a premium of
approximately 30.3% over the closing price of HK$119.00 per Hang
Seng Bank Share as quoted on the Hong Kong Stock Exchange on the
Last Trading Day;
●
a premium of
approximately 18.3% relative to the highest price target of
HK$131.00 and a premium of approximately 41.6% relative to the
median price target of HK$109.50 issued by research analysts
covering Hang Seng Bank after its interim results announcement for
the six months ended 30 June 2025;1
●
a premium of
approximately 33.1% over the average closing price of HK$116.49 per
Hang Seng Bank Share as quoted on the Hong Kong Stock Exchange over
the last 30 trading days up to and including the Last Trading
Day;
●
a premium of
approximately 48.6% over the average closing price of HK$104.30 per
Hang Seng Bank Share as quoted on the Hong Kong Stock Exchange over
the last 360 trading days up to and including the Last Trading
Day;
●
a premium of
approximately 25.5% to Hang Seng Bank’s 52-week high share
price of HK$123.50 as of 28 July 2025;
and
●
a price which is
more than the highest Hang Seng Bank share price of HK$154.00 as
quoted on the Hong Kong Stock Exchange since March
2022.
HSBC
Holdings and HSBC Asia Pacific believe that the Scheme
Consideration represents a substantial premium to the market price
of Hang Seng Bank Shares and reflects the potential value of the
development of the business of Hang Seng Bank in the next few years
and provides an opportunity for the Scheme Shareholders to realise
their investments immediately.
(b) The
Proposal respects Hang Seng Bank's heritage, brand and distinct
culture whilst enhancing its customer proposition.
Hang
Seng Bank was established in 1933 and is one of the largest
domestic banks in Hong Kong, with a leading retail and commercial
banking franchise. Hang Seng Bank’s heritage, brand and
distinct culture is a competitive advantage. As such, post
privatisation, Hang Seng Bank will retain its separate
authorization as a licensed bank under the Hong Kong Banking
Ordinance with its own governance, brand, distinct customer
proposition and a branch network.
Beyond
its economic impact, Hang Seng Bank is also deeply embedded in the
local community. Hang Seng Bank is a major contributor to community
initiatives, supporting education, environmental protection, arts,
sports, and culture, which HSBC is committed to continuing
supporting.
The
privatisation will not change Hang Seng Bank’s customers'
day-to-day interactions with Hang Seng Bank. They will retain their
bank account details and relationship managers, where applicable.
In addition, Hang Seng Bank’s customers will have the added
benefit of greater access to HSBC’s full product suite and
global network. Post privatisation, HSBC also intends to deploy
technology investment across both brands at scale and in tandem,
which will deliver efficiency and innovation for
customers.
HSBC
will continue to invest strategically in human capital in Hang Seng
Bank. Hang Seng Bank’s staff will also have access to greater
talent development with training and job opportunities available to
HSBC staff.
In
addition, Hang Seng Bank will have the benefit of HSBC’s
global financial resources, capital management and market
access.
(c) The
Proposal represents a significant investment into Hong Kong,
demonstrating HSBC’s long-term commitment to Hong Kong as a
home market.
The
privatisation exercise represents a significant investment into
Hong Kong. It represents HSBC’s strong conviction in Hong
Kong’s future as a leading global financial centre and
super-connector between international markets and Mainland
China.
HSBC
will continue to invest in people and technology, including
deploying technology investment across both brands at scale.
Further, HSBC believes that the Proposal will also unlock
opportunities for further investment across HSBC Asia Pacific and
Hang Seng Bank which is expected to lead to further growth in its
Hong Kong business, which will benefit Hong Kong as a
whole.
(d) The
Proposal is in line with HSBC’s strategic priority of growing
its business in Hong Kong and becoming more simple and agile. The
privatisation will enable HSBC to better capitalise on growth
opportunities in Hong Kong, fully utilising both the HSBC Asia
Pacific and Hang Seng Bank franchises.
Hong
Kong is one of HSBC’s home markets and a strategic priority.
HSBC believes that the fundamentals of the Hong Kong economy are
strong, and there are significant growth opportunities available
over the medium term. It represents a compelling opportunity to
deploy capital for growth for the HSBC Group. But it is also an
increasingly competitive market that will require both HSBC Asia
Pacific and Hang Seng Bank to be better aligned and able to respond
quickly to market and customer needs.
By
privatising Hang Seng Bank, HSBC can greatly simplify the structure
of its Hong Kong operations, further align the economic incentives
for HSBC to increase its investments in Hang Seng Bank, leveraging
both brands whilst simplifying and streamlining decision-making
processes to be more agile. It will also enable improved
operational risk management and capital efficiency and deployment.
Furthermore, there is an opportunity for better alignment of Hang
Seng Bank and HSBC’s operations that may result in better
operational leverage and efficiencies.
Together, these
changes will improve HSBC’s ability to take advantage of
growth opportunities in Hong Kong, by availing itself of the
distinct strengths of both the HSBC Asia Pacific and Hang Seng Bank
brands, whilst also delivering operating leverage.
IV.
FINANCIAL
IMPACT ON HSBC GROUP
HSBC
expects the Proposal to be accretive to earnings per ordinary share
as a result of the removal of the minority interest earnings
deduction related to Hang Seng Bank. HSBC continues to target a
dividend payout ratio for 2025 of 50% of earnings per ordinary
share excluding material notable items and related impacts.
HSBC’s latest published CET1 ratio is 14.6% as at 30 June
2025. Based on analysis as at 30 June 2025, the expected day 1
capital impact of the Proposal is approximately 125bps which would
arise following the approval of the relevant resolutions by the
requisite majority at each of the Hang Seng Bank Court Meeting and
the Hang Seng Bank General Meeting. This reflects around 165bps
from the consideration paid less around 40bps from the removal of
the non-controlling interest regulatory capital deductions. HSBC
expects to restore its CET1 ratio to its target operating range of
14.0%-14.5% through a combination of organic capital generation and
not initiating any further buybacks for three quarters following
the date of this announcement. A decision to recommence buybacks
will be subject to HSBC’s normal buyback considerations and
process on a quarterly basis.
If the
Proposal is approved and implemented:
(a) all the
Scheme Shares in issue on the Scheme Record Date will be cancelled
and extinguished on the Scheme Effective Date in exchange for the
payment by HSBC Asia Pacific to each Scheme Shareholder of the
Scheme Consideration of HK$155.00 (less the Dividend Adjustment
Amount, if any) in cash for each Scheme Share cancelled
and
extinguished;
(b) on the
Scheme Effective Date, the issued share capital of Hang Seng Bank
will be reduced by the cancellation and extinguishment of the
Scheme Shares in issue on the Scheme Record Date and, immediately
after such cancellation, extinguishment and reduction, the issued
share capital of Hang Seng Bank will be restored to the amount
immediately prior
to such
cancellation, extinguishment and reduction by the issue by Hang
Seng Bank to HSBC Asia Pacific (or its nominee) of such number of
new Hang Seng Bank Shares (credited as fully-paid by applying the
reserve created as a result of such cancellation, extinguishment
and reduction) as is equal to the number of the Scheme Shares
cancelled and
extinguished on the
Scheme Effective Date;
(c) Hang Seng
Bank will become a wholly-owned subsidiary of HSBC Holdings;
and
(d) the
listing of the Hang Seng Bank Shares on the Hong Kong Stock
Exchange will be withdrawn from the Hong Kong Stock Exchange in
accordance with Rule 6.15(2) of the Listing Rules.
HSBC
Holdings and HSBC Asia Pacific have engaged BofA Securities and
Goldman Sachs as the joint financial advisers in connection with
the Proposal. In addition, HSBC Asia Pacific has engaged The
Hongkong and Shanghai Banking Corporation Limited2 as its financial adviser in connection
with the Proposal.
If the
Scheme becomes effective, the Scheme Shares will be cancelled in
exchange for the Scheme Consideration, being a cash payment of
HK$155.00 (less the Dividend Adjustment Amount, if any), for every
Scheme Share held.
The
2025 Third Interim Dividend is expected to be declared by the Hang
Seng Bank Board on 10 October 2025 and, subject to such
declaration, Hang Seng Bank will announce the amount and the
expected payment date of, and the record date for, the 2025 Third
Interim Dividend. The 2025 Third Interim Dividend is expected to be
an ordinary course dividend and will not be conditional on the
Scheme having become effective. Hang Seng Bank Shareholders will
receive the 2025 Third Interim Dividend without any deduction from
the Scheme Consideration.
The
Scheme Consideration will not be increased and neither HSBC
Holdings nor HSBC Asia Pacific reserves the right to do so.
Shareholders and potential investors of Hang Seng Bank should be
aware that, following the making of this statement, neither HSBC
Holdings nor HSBC Asia Pacific will be allowed to increase the
Scheme Consideration.
The
Scheme Consideration, being a cash payment of HK$155.00 for every
Scheme Share (prior to taking into account any potential Dividend
Adjustment Amount), represents:
(a)
a premium of
approximately 30.3% over the closing price of HK$119.00 per Hang
Seng Bank Share as quoted on the Hong Kong Stock Exchange on the
Last Trading Day;
(b)
a premium of
approximately 33.1% over the average closing price of HK$116.49 per
Hang Seng Bank Share as quoted on the Hong Kong Stock Exchange over
the last 30 trading days up to and including the Last Trading
Day;
(c)
a premium of
approximately 48.6% over the average closing price of HK$104.30 per
Hang Seng Bank Share as quoted on the Hong Kong Stock Exchange over
the last 360 trading days up to and including the Last Trading
Day;
(d)
a premium of
approximately 72.1% over the audited consolidated net asset value
attributable to Hang Seng Bank Shareholders of approximately
HK$90.06 per Hang Seng Bank Share as at 31 December 2024;
and
(e)
a premium of
approximately 70.9% over the unaudited consolidated net asset value
attributable to Hang Seng Bank Shareholders of approximately
HK$90.67 per Hang Seng Bank Share as at 30 June 2025.
During
the six-month period immediately up to and including the Last
Trading Day, the highest closing price of the Hang Seng Bank Shares
as quoted on the Hong Kong Stock Exchange was HK$123.50 on 28 July
2025, and the lowest closing price of the Hang Seng Bank Shares as
quoted on the Hong Kong Stock Exchange was HK$93.80 on 9 April
2025.
C.
Basis
for determining the Scheme Consideration
The
Scheme Consideration has been determined on an arm's length basis
taking into account, among other things, the recent and historical
trading prices of Hang Seng Bank Shares, the publicly available
financial information of Hang Seng Bank and the other privatisation
transactions in Hong Kong in recent years.
Since
the initial approach by HSBC to Hang Seng Bank, the parties have
engaged in discussions and the Scheme Consideration has been
arrived at after three rounds of improvement over the initial
proposal from HSBC.
As at
the time of the publication of this announcement, there are
1,875,737,536 Hang Seng Bank Shares in issue, of which 684,880,165
will form the Scheme Shares.
Based
on the Scheme Consideration of HK$155.00 per Scheme Share, and (i)
on the basis that the 2,800,000 Hang Seng Bank Shares repurchased
under the Hang Seng Bank Share Buy-back Programme which are pending
cancellation as at the time of the publication of this announcement
will be cancelled on or before the publication of the Scheme
Document; and (ii) assuming there are no further changes in the
number of Hang Seng Bank Shares from the time of the publication of
this announcement up to and including the Scheme Record Date and
there is no Dividend Adjustment Amount:
(a)
the Proposal values
the entire issued share capital of Hang Seng Bank3 at approximately HK$290,305 million;
and
(b)
a cash payment in
the aggregate amount of HK$106,156 million will be paid by HSBC
Asia Pacific to the Scheme Shareholders under the
Proposal.
E.
Confirmation
of financial resources
HSBC
Asia Pacific intends to finance the entire amount of the Scheme
Consideration payable to the Scheme Shareholders under the Proposal
from the internal resources of the HSBC Group.
BofA
Securities and Goldman Sachs, as joint financial advisers to HSBC
Holdings and HSBC Asia Pacific in connection with the Proposal, are
satisfied that sufficient financial resources are available to HSBC
Asia Pacific to satisfy the Scheme Consideration payable to the
Scheme Shareholders under the Proposal.
F.
Conditions to the Proposal and
the Scheme
The
Proposal will be implemented, and the Scheme will become effective
and binding on Hang Seng Bank and all the Scheme Shareholders,
subject to the satisfaction or (if applicable) waiver of the
following Conditions:
(a)
the approval of the
Scheme at the Hang Seng Bank Court Meeting (by way of a poll) by
holders of the Scheme Shares representing at least 75% of the
voting rights of such holders present and voting, in person or by
proxy, at the Hang Seng Bank Court Meeting, and the votes cast (by
way of poll) against the Scheme at the Hang Seng Bank Court Meeting
not exceeding 10% of the total voting rights attached to all
Ordinance Disinterested Shares, provided that:
(i)
the Scheme is
approved (by way of poll) by at least 75% of the votes attaching to
the Code Disinterested Shares held by the Code Disinterested
Shareholders of Hang Seng Bank that are cast either in person or by
proxy at the Hang Seng Bank Court Meeting; and
(ii)
the number of votes
cast (by way of poll) 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 held by the
Code Disinterested Shareholders of Hang Seng Bank;
(b)
the passing of a
special resolution by a majority of at least 75% of the votes cast
by the Hang Seng Bank Shareholders present and voting in person or
by proxy at the Hang Seng Bank General Meeting (or otherwise in
accordance with the procedural requirements of section 564 of the
Companies Ordinance) to approve and give effect to the Scheme,
including the approval of the reduction of the issued share capital
of Hang Seng Bank by cancelling and extinguishing the Scheme Shares
and the issue to HSBC Asia Pacific (or its nominee) of such number
of new Hang Seng Bank Shares as is equal to the number of Scheme
Shares cancelled;
(c)
the sanction of the
Scheme (with or without modification) and the confirmation of the
reduction of the issued share capital of Hang Seng Bank involved in
the Scheme by the High Court and the registration of a copy of the
order of the High Court by the Registrar of Companies under Part 2
of the Companies Ordinance;
(d)
the compliance with
the procedural requirements of sections 230 and 231 and sections
673 and 674 of the Companies Ordinance in so far as they relate to
the effectiveness of the reduction of the issued share capital of
Hang Seng Bank and the Scheme, respectively;
(e)
all Authorisations
having been obtained or completed and remaining in full force and
effect without modification;
(f)
all necessary Third
Party Consents having been obtained or waived by the relevant
party(ies), where any failure to obtain such consent or waiver
would have a material adverse effect on the implementation of the
Proposal or the business of the Hang Seng Bank Group, in each case,
taken as a whole;
(g)
no Authority having
taken, instituted, implemented or threatened any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same), or no member of the Hang Seng Bank Group and/or its
directors, officers or employees having engaged in activities or
conduct which might reasonably give rise to such action,
proceeding, suit, investigation, enquiry or reference, in each case
which would require, prevent or materially delay the implementation
of the Proposal or alter the terms and conditions envisaged for the
Proposal, or make the Proposal or its implementation in accordance
with its terms void, unenforceable, illegal or impracticable, or
which would impose any material and adverse conditions or
obligations with respect to the Proposal or its implementation in
accordance with its terms and conditions, or impose any limitation
on the ability of any member of the Hang Seng Bank Group or any
member of the HSBC Group (excluding the Hang Seng Bank Group) to
conduct their businesses (or any part thereof) or to own, control
or manage any of their assets or properties (or any part thereof)
to an extent which is material in the context of the HSBC Group
(excluding the Hang Seng Bank Group) taken as a whole or in the
context of the Hang Seng Bank Group taken as a whole or in the
context of the Proposal;
(h)
since the
publication of this announcement, there having been no adverse
change in the business, assets, financial or trading positions,
profits or prospects of any member of the Hang Seng Bank Group (to
an extent which is material in the context of the Hang Seng Bank
Group taken as a whole or in the context of the Proposal);
and
(i)
since the
publication of this announcement, there not having been instituted
or remaining outstanding any litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the
Hang Seng Bank Group is a party (whether as plaintiff, defendant or
otherwise) and no such proceedings having been threatened in
writing, announced, instituted or remaining outstanding by, against
or in respect of any such member (and no investigation by any
Authority against or in respect of any such member or the business
carried on by any such member having been threatened in writing,
announced, instituted or remaining outstanding by, against or in
respect of any such member), in each case which is material and
adverse in the context of the Hang Seng Bank Group taken as a whole
or in the context of the Proposal.
Conditions (a) to
(d) above are not waivable. HSBC Asia Pacific reserves the right
(but is not obliged) to waive, either in whole or in part and
generally or in respect of any particular matter, all or any
of:
(i)
Conditions (e) and
(g), to the extent any waiver would not render the Proposal (or the
implementation of the Proposal in accordance with its terms and
conditions) illegal; and
(ii)
Conditions (f), (h)
and (i).
In
respect of Condition (e), other than the Authorisations described
in Conditions (c) and (d) and the approval of the Hong Kong Stock
Exchange for the withdrawal of listing of Hang Seng Bank Shares
from the Hong Kong Stock Exchange upon the Scheme becoming
effective, HSBC Asia Pacific is not currently aware of any
Authorisations which are required.
All of
the Conditions will have to be satisfied or (if applicable) waived,
on or before the Conditions Long Stop Date, otherwise the Scheme
will not become effective and will lapse subject to the
requirements of the Takeovers Code. When all the Conditions are
satisfied or (if applicable) waived, the Scheme will become binding
and effective on Hang Seng Bank and all the Scheme Shareholders,
irrespective of whether such Scheme Shareholder attended or voted
at the Hang Seng Bank Court Meeting and/or the Hang Seng Bank
General Meeting.
Pursuant to Note 2
to Rule 30.1 of the Takeovers Code, HSBC Asia Pacific may only
invoke any of the Conditions as a basis for not proceeding with the
Proposal if the circumstances which give rise to the right to
invoke such Condition are of material significance to HSBC Asia
Pacific in the context of the Proposal.
In
light of the time required for the preparation of the Scheme
Document and the procedures of the High Court in respect of the
Scheme, subject to the satisfaction (or, if applicable, waiver) of
the Conditions, the Proposal is currently expected to be completed
in the first half of 2026.
WARNING:
Shareholders and/or potential investors of 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
and/or potential investors of 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, registered institution in securities,
bank manager, solicitor and/or other professional
adviser.
Under
the Proposal, subject to the Scheme becoming binding and effective
in accordance with its terms, each of the Scheme Shares will be
cancelled and extinguished in exchange for the Scheme Consideration
(less the Dividend Adjustment Amount, if any) per Scheme
Share.
Upon
such cancellation, the issued share capital of Hang Seng Bank will
be first reduced by the cancellation and extinguishment of the
Scheme Shares in issue on the Scheme Record Date, and will
immediately be restored to the amount immediately prior to such
cancellation, extinguishment and reduction by the issuance of new
Hang Seng Bank Shares to HSBC Asia Pacific (or its nominee) of such
number of new Hang Seng Bank Shares as is equal to the number of
the Scheme Shares cancelled and extinguished on the Scheme
Effective Date. The reserve created in Hang Seng Bank's books of
accounts as a result of the cancellation, extinguishment and
reduction in issued share capital of Hang Seng Bank will be applied
to the paying up in full of the new Hang Seng Bank Shares so
issued, credited as fully paid, to HSBC Asia Pacific (or its
nominee).
Subject
to the Scheme becoming effective, the Scheme Consideration (less
the Dividend Adjustment Amount, if any) per Scheme Share will be
paid to the Scheme Shareholders whose names appear on the register
of members of Hang Seng Bank on the Scheme Record Date as soon as
possible, but in any event no later than seven business days (as
defined in the Takeovers Code) after the Scheme Effective
Date.
H.
Holders
of Hang Seng Bank ADSs
Upon
the Scheme becoming effective, the Scheme Shares underlying the
Hang Seng Bank ADSs will be cancelled and extinguished together
with all other Scheme Shares in consideration of the Scheme
Consideration (less the Dividend Adjustment Amount, if any) per
Scheme Share. As the Hang Seng Bank ADSs are governed by the Hang
Seng Bank ADS Deposit Agreement and not governed by Hong Kong law,
the terms of the Proposal do not provide for the cancellation of
the Hang Seng Bank ADSs.
As at 7
October 2025, being the latest practicable date prior to the time
of the publication of this announcement for the purpose of
ascertaining information in this paragraph, there were 4,147,222
Hang Seng Bank ADSs outstanding, with each Hang Seng Bank ADS
representing one Hang Seng Bank Share.
Further
information for holders of the Hang Seng Bank ADSs in relation to
the Proposal will be set out in the Scheme Document.
VI.
SHAREHOLDING STRUCTURE OF HANG
SENG BANK
As at
the time of the publication of this announcement, other than the
issued share capital of 1,875,737,536 Hang Seng Bank Shares
(including the Hang Seng Bank Shares underlying the Hang Seng Bank
ADSs), there are no other relevant securities issued by Hang Seng
Bank.
In
addition, as at the time of the publication of this announcement, a
total of 2,800,000 Hang Seng Bank Shares repurchased under the Hang
Seng Bank Share Buy-back Programme are pending cancellation by Hang
Seng Bank. It is expected that the 2,800,000 Hang Seng Bank Shares
will be cancelled by Hang Seng Bank on or before the publication of
the Scheme Document, such that all of such Hang Seng Bank Shares
will not form part of the Scheme Shares to be cancelled under the
Scheme.
In
compliance with the restrictions under the Takeovers Code on
dealings in Hang Seng Bank’s securities, the purchases of
Hang Seng Bank Shares by the appointed independent broker under the
Hang Seng Bank Share Buy-back Programme have ceased with immediate
effect from the publication of this announcement and such cessation
will continue during the offer period.
On the
basis of and assuming that: (i) the 2,800,000 Hang Seng Bank Shares
repurchased under the Hang Seng Bank Share Buy-back Programme which
are pending cancellation as at the time of the publication of this
announcement are subsequently cancelled on or before the
publication of the Scheme Document; and (ii) there is no other
change in the number of Hang Seng Bank Shares and no other change
in the holdings of Hang Seng Bank Shares from the time of the
publication of this announcement up to and including the Scheme
Effective Date, the table below sets out the shareholding structure
of Hang Seng Bank as at the time of the publication of this
announcement and immediately upon the completion of the
Proposal:
|
Hang
Seng Bank Shareholders
|
As
at the time of the publication of this announcement
|
Immediately
upon the completion of the Proposal
|
|
Number of Hang Seng Bank Shares
|
Approximate % (Notes 9
and 10)
|
Number of Hang Seng Bank Shares
|
Approximate % (Note 10)
|
|
HSBC
Asia Pacific (with respect to the HSBC Asia Pacific Non-Scheme
Shares) (Notes 1
and 5)
|
1,188,057,371
|
63.3381
(63.4328)
|
1,872,937,536
(Note
8)
|
100
|
|
Internationale
Kapitalanlagegesellschaft mbH (Note
2)
|
315,200
|
0.0168
(0.0168)
|
-
|
-
|
|
Kathleen GAN Chieh
Huey (Note 3)
|
2,500
|
0.0001
(0.0001)
|
-
|
-
|
|
David
Gordon ELDON (Note
4)
|
300
|
0.0000
(0.0000)
|
|
|
|
Aggregate
number of Hang Seng Bank Shares held by HSBC Asia Pacific and HSBC
Asia Pacific Concert Parties (Notes 5
and 6)
|
1,188,375,371
|
63.3551
(63.4498)
|
1,872,937,536
|
100
|
|
|
|
|
|
|
|
Code
Disinterested Shareholders
|
684,562,165
|
36.4956
(36.5502)
|
-
|
-
|
|
|
|
|
|
|
|
Total
number of Scheme Shares (Notes 7
and 8)
|
684,880,165
|
36.5126
(36.5672)
|
-
|
-
|
|
Number
of Hang Seng Bank Shares repurchased by Hang Seng Bank pending
cancellation (Note
8)
|
2,800,000
|
0.1493
|
-
|
-
|
|
Total
number of Hang Seng Bank Shares
|
1,875,737,536
|
100
|
1,872,937,536
|
100
|
Notes:
(1)
Such Hang Seng Bank Shares represent the strategic shareholding of
HSBC Asia Pacific in Hang Seng Bank, and are held by HSBC Asia
Pacific through its wholly-owned subsidiary, Wayfoong Nominees
Limited.
(2)
Such Hang Seng Bank Shares reflect the holdings by Internationale
Kapitalanlagegesellschaft mbH (a wholly-owned subsidiary of HSBC
Holdings as at the date of this announcement) in its capacity as a
fund administrator as at 7 October 2025, being the latest
practicable date prior to the time of publication of this
announcement for the purpose of ascertaining its holdings in Hang
Seng Bank Shares.
(3)
As at the date of this announcement, Kathleen GAN Chieh Huey is a
director of HSBC Asia Holdings. Therefore, Ms. Gan is an HSBC Asia
Pacific Concert Party and is not a Code Disinterested
Shareholder.
(4)
As at the date of this announcement, David Gordon ELDON is a
director of HSBC Asia Pacific. Therefore, Mr. Eldon is an HSBC Asia
Pacific Concert Party and is not a Code Disinterested
Shareholder.
(5)
Holdings, borrowings or lendings of relevant securities in Hang
Seng Bank by HSBC Asia Pacific and the HSBC Asia Pacific Concert
Parties as set out in this announcement exclude the holdings,
borrowings or lendings by or in the capacities as discretionary
fund managers, asset managers and principal traders within the HSBC
Group (including but not limited to HSBC Asia Pacific) by reason of
the application of Rule 21.6 of the Takeovers Code. A further
announcement will be made if the holdings, borrowings or lendings
by or in the capacities as discretionary fund managers, asset
managers and principal traders within the HSBC Group are
significant.
Holdings, borrowings or lendings of relevant securities in Hang
Seng Bank by HSBC Asia Pacific and HSBC Asia Pacific Concert
Parties in this announcement exclude any holdings, borrowings or
lendings on a non-discretionary basis for and on behalf of its
clients.
(6)
BofA Securities and Goldman Sachs are joint financial advisers to
HSBC Holdings and HSBC Asia Pacific in connection with the
Proposal.
BofA Securities, and the members of the BofA Securities group are
presumed to be acting in concert with HSBC Asia Pacific in relation
to Hang Seng Bank under class (5) of the definition of "acting in
concert" under the Takeovers Code (except in respect of Hang Seng
Bank Shares held by exempt principal traders or exempt fund
managers, in each case recognised by the Executive as such for the
purpose of the Takeovers Code).
Goldman Sachs, and the members of the Goldman Sachs group are
presumed to be acting in concert with HSBC Asia Pacific in relation
to Hang Seng Bank under class (5) of the definition of "acting in
concert" under the Takeovers Code (except in respect of Hang Seng
Bank Shares held by exempt principal traders or exempt fund
managers, in each case recognised by the Executive as such for the
purpose of the Takeovers Code).
Details of holdings or borrowings or lendings of Hang Seng Bank
Shares or derivatives in respect of them by other parts of the BofA
Securities group and/or the Goldman Sachs group will be obtained as
soon as possible after this announcement has been made in
accordance with Note 1 to Rule 3.5 of the Takeovers Code. A further
announcement will be made if the holdings, borrowings or lendings
of the other parts of the BofA Securities group and/or the Goldman
Sachs group are significant.
The statements in this announcement as to the holdings or
borrowings or lendings of Hang Seng Bank Shares or derivatives in
respect of Hang Seng Bank Shares by the HSBC Asia Pacific Concert
Parties are subject to the holdings, borrowings or lendings (if
any) of the other parts of the BofA Securities group and the
Goldman Sachs group.
(7)
The HSBC Asia Pacific Non-Scheme Shares will not form part of the
Scheme Shares. The other Hang Seng Bank Shares in issue as at the
Scheme Record Date (including but not limited to the HSBC Asia
Pacific Scheme Shares and all the Hang Seng Bank Shares held by the
HSBC Asia Pacific Concert Parties) will form part of the Scheme
Shares.
Under the Scheme, part of the issued share capital of Hang Seng
Bank will, on the Scheme Effective Date, be reduced by cancelling
and extinguishing the Scheme Shares. Immediately after such
cancellation, extinguishment and reduction, the issued share
capital of Hang Seng Bank will be restored to the amount
immediately prior to such cancellation, extinguishment and
reduction by the issue by Hang Seng Bank to HSBC Asia Pacific (or
its nominee) of such number of new Hang Seng Bank Shares as is
equal to the number of the Scheme Shares cancelled and extinguished
on the Scheme Effective Date. The reserve created in Hang Seng
Bank’s books of account as a result of the capital reduction
will be applied in paying up in full the new Hang Seng Bank Shares
so issued to HSBC Asia Pacific (or its nominee). The shareholding
of HSBC Asia Pacific immediately upon the completion of the
Proposal represents the HSBC Asia Pacific Non-Scheme Shares and the
aforementioned new Hang Seng Bank Shares issued to HSBC Asia
Pacific (or its nominee) as is equal to the number of the Scheme
Shares cancelled and extinguished under the Scheme.
(8)
As at the time of the publication of this announcement, a total of
2,800,000 Hang Seng Bank Shares repurchased under the Hang Seng
Bank Share Buy-back Programme are pending cancellation by Hang Seng
Bank. It is expected that the 2,800,000 Hang Seng Bank Shares will
be cancelled by Hang Seng Bank on or before the publication of the
Scheme Document and will therefore not form part of the Scheme
Shares to be cancelled under the Scheme.
(9)
The bracketed percentages in this column are calculated on the
basis that the 2,800,000 Hang Seng Bank Shares repurchased have
been cancelled.
(10)
All percentages in the above table are subject to rounding
adjustments and may not add up to 100%.
VII.
INFORMATION
ON HSBC HOLDINGS, HSBC ASIA PACIFIC AND HANG SENG BANK
A.
Information
on HSBC Holdings, HSBC Asia Pacific and HSBC Group
HSBC
Holdings, the parent company of the HSBC Group, is headquartered in
London. HSBC serves customers worldwide from offices in 57
countries and territories. With assets of US$3,214 billion as of 30
June 2025, HSBC is one of the world's largest banking and financial
services organisations.
HSBC
Asia Pacific is an authorized institution under the Banking
Ordinance and is principally engaged in banking and related
financial business in Hong Kong. HSBC Asia Pacific is a
wholly-owned subsidiary of HSBC Holdings.
B. Information
on Hang Seng Bank and Hang Seng Bank Group
The
Hang Seng Bank Group is principally engaged in banking and related
financial business, and also conducts insurance, asset management
and index compiler businesses, in Hong Kong. As at the date of this
announcement, Hang Seng Bank is an indirect non-wholly owned
subsidiary of HSBC Holdings.
Set out
below is a summary of certain financial information of the Hang
Seng Bank Group (i) for the six months ended 30 June 2025 and 2024
as extracted from the interim report of Hang Seng Bank for the six
months ended 30 June 2025; and (ii) for the years ended 31 December
2024 and 2023 as extracted from the annual report of Hang Seng Bank
for the year ended 31 December 2024.
|
|
For
the six months ended 30 June
|
For
the year ended 31 December
|
|
2025
(unaudited)
(HK$ millions)
|
2024
(unaudited)
(HK$ millions)
|
2024
(audited)
(HK$
millions)
|
2023
(audited)
(HK$
millions)
|
|
Net
operating income before change in expected credit losses and other
credit impairment charges
|
20,975
|
20,431
|
41,537
|
40,822
|
|
Operating
profit
|
8,549
|
11,396
|
21,558
|
19,946
|
|
Profit
before tax
|
8,097
|
11,307
|
21,014
|
20,105
|
|
Profit
for the period / year
|
6,876
|
9,888
|
18,369
|
17,838
|
|
|
As
at 30 June
|
As
at 31 December
|
|
2025
(unaudited)
(HK$ millions)
|
2024
(unaudited)
(HK$ millions)
|
2024
(audited)
(HK$
millions)
|
2023
(audited)
(HK$
millions)
|
|
Total
assets
|
1,821,680
|
1,708,453
|
1,795,196
|
1,692,094
|
|
Total
liabilities
|
1,650,971
|
1,542,086
|
1,625,632
|
1,523,910
|
|
Net
assets
|
170,709
|
166,367
|
169,564
|
168,184
|
VIII.
HONG
KONG LISTING RULES IMPLICATIONS FOR HSBC HOLDINGS
The
Proposal constitutes a notifiable transaction of HSBC Holdings
pursuant to Rule 14.06 of the Hong Kong Listing Rules. As one or
more of the applicable percentage ratios (as set out under Rule
14.07 of the Hong Kong Listing Rules) exceeds 5% but are all less
than 25%, the Proposal constitutes a discloseable transaction for
HSBC Holdings which is subject to the reporting and announcement
requirements, but is exempt from the shareholders' approval
requirement under Chapter 14 of the Hong Kong Listing
Rules.
It is
expected that the Scheme Shareholders as at the Scheme Record Date
will include certain connected persons of HSBC Holdings. Therefore,
the payment of the Scheme Consideration to the Scheme Shareholders
who are connected persons of HSBC Holdings will constitute a
connected transaction of HSBC Holdings under the Hong Kong Listing
Rules. However, based on the information available to HSBC
Holdings, it is expected that the payment of the Scheme
Consideration to connected persons of HSBC Holdings who are the
Scheme Shareholders will constitute a fully exempt connected
transaction of HSBC Holdings under Chapter 14A of the Hong Kong
Listing Rules.
Having
taken into account the objectives, the terms and conditions and the
reasons for, and the benefits of, the Proposal, the HSBC Holdings
Directors consider that: (a) the terms of the Proposal are fair and
reasonable; and (b) the Proposal is in the interests of the HSBC
Holdings Shareholders as a whole.
IX.
IMPLICATIONS
UNDER THE UK LISTING RULES FOR HSBC HOLDINGS
HSBC
Holdings is also listed on the London Stock Exchange and is subject
to the applicable requirements of the UK Listing Rules. The
Proposal does not constitute a "significant transaction" under the
UK Listing Rules.
X.
INDEPENDENT
BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER OF HANG SENG
BANK
The
Hang Seng Bank Board has formed the Hang Seng Bank IBC (comprising
Cordelia Chung, Clement Kwok King Man, Patricia Lam Sze Wan, Lin
Huey Ru and Wang Xiao Bin, all being independent non-executive
directors of Hang Seng Bank) in accordance with the requirements of
the Takeovers Code. The Hang Seng Bank IBC will make a
recommendation (i) as to whether the Proposal is, or is not, fair
and reasonable and (ii) as to voting. Pursuant to Rule 2.8 of the
Takeovers Code, the Hang Seng Bank IBC should comprise all
non-executive directors (including independent non-executive
directors) of Hang Seng Bank who have no direct or indirect
interest in the Proposal. Kathleen Gan Chieh Huey, David Liao Yi
Chien and Catherine Zhou Rong (being all the non-executive
directors of Hang Seng Bank) are considered to be interested in the
Proposal due to their positions in HSBC Group and are therefore not
members of the Hang Seng Bank IBC. Edward Cheng Wai Sun (being an
independent non-executive director of Hang Seng Bank and the
Chairman of the Hang Seng Bank Board) is also considered to be
interested in the Proposal as a result of his being an independent
non-executive director of HSBC Asia Pacific and is therefore not a
member of the Hang Seng Bank IBC. Accordingly, the Hang Seng Bank
IBC comprises all of the independent non-executive directors of
Hang Seng Bank other than the Chairman of the Hang Seng Bank
Board.
The
Hang Seng Bank IFA will be appointed by the Hang Seng Bank Board
(with the approval of the Hang Seng Bank IBC) in due course to
advise the Hang Seng Bank IBC on the Proposal. A further
announcement will be made after the appointment of the Hang Seng
Bank IFA.
The
letter of advice from the Hang Seng Bank IFA and the recommendation
of the Hang Seng Bank IBC in respect of the Proposal and the Scheme
will be included in the Scheme Document to be despatched to the
Hang Seng Bank Shareholders in accordance with the Takeovers
Code.
XI.
WITHDRAWAL
OF LISTING OF THE HANG SENG BANK SHARES FROM THE HONG KONG STOCK
EXCHANGE
Upon
the Scheme becoming effective, all of the Scheme Shares will be
cancelled and the share certificates for the Scheme Shares will
thereafter cease to have effect as documents or evidence of
title.
Hang
Seng Bank will make an application to the Hong Kong Stock Exchange
for the withdrawal of the listing of the Hang Seng Bank Shares on
the Hong Kong Stock Exchange in accordance with Rule 6.15(2) of the
Hong Kong Listing Rules, subject to the Scheme becoming effective.
The expected timetable will be included in the Scheme
Document.
XII.
IF
THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES
Subject
to the requirements under the Takeovers Code, the Proposal and the
Scheme will lapse if any of the Conditions are not satisfied or (if
applicable) waived on or before the Conditions Long Stop Date. The
listing of the Hang Seng Bank Shares on the Hong Kong Stock
Exchange will not be withdrawn if the Scheme is not approved or
does not become effective, or the Proposal otherwise
lapses.
If the
Scheme is withdrawn or not approved or the Proposal otherwise
lapses, there are restrictions under the Takeovers Code on making
subsequent offers, to the effect that neither HSBC Asia Pacific nor
any person who acted in concert with it in the course of the
Proposal (nor any person who is subsequently acting in concert with
it) may, within 12 months from the date on which the Scheme is
withdrawn or not approved or the Proposal otherwise lapses,
announce an offer or possible offer for Hang Seng Bank, except with
the consent of the Executive.
Pursuant to Rule
2.3 of the Takeovers Code, if the Scheme is not approved and the
Proposal is not recommended by the Hang Seng Bank IBC or is not
recommended as fair and reasonable by the Hang Seng Bank IFA, all
costs and expenses incurred by Hang Seng Bank in connection with
the Scheme will be borne by HSBC Asia Pacific.
XIII.
SCHEME
SHARES, THE HANG SENG BANK COURT MEETING AND THE HANG SENG BANK
GENERAL MEETING
As at
the time of the publication of this announcement:
(a) HSBC Asia
Pacific (through Wayfoong Nominees Limited) holds 1,188,057,371
Hang Seng Bank Shares (representing approximately 63.34% of the
total issued share capital of Hang Seng Bank) (i.e the HSBC Asia
Pacific Non-Scheme Shares), which will not form part of the Scheme
Shares and will therefore not be cancelled and extinguished upon
the
Scheme becoming
effective; and
(b) HSBC Asia
Pacific Concert Parties hold an aggregate of 318,000 Hang Seng Bank
Shares (representing approximately 0.02% of the total issued share
capital of Hang Seng Bank). For the avoidance of doubt, this
shareholding by HSBC Asia Pacific Concert Parties is disclosed on
the basis of and subject to the qualifications as disclosed in the
section
headed "VI. Shareholding Structure of Hang Seng Bank"
above.headed "VI.
Shareholding Structure of Hang Seng Bank" above.
The
HSBC Asia Pacific Scheme Shares held by HSBC Asia Pacific and all
the Hang Seng Bank Shares held by HSBC Asia Pacific Concert Parties
will form part of the Scheme Shares and will be cancelled and
extinguished upon the Scheme becoming effective.
The
Hang Seng Bank Shares held by HSBC Asia Pacific and the HSBC Asia
Pacific Concert Parties will not form part of the Code
Disinterested Shares for the purposes of vote counting at the Hang
Seng Bank Court Meeting in order to comply with the applicable
requirements under Rule 2.10 of the Takeovers Code for the
Proposal. Accordingly, as at the time of the publication of this
announcement, there are 1,875,737,536 Hang Seng Bank Shares in
issue, of which 684,880,165 will form the Scheme
Shares.
All
Hang Seng Bank Shareholders will be entitled to attend the Hang
Seng Bank General Meeting and vote on the special resolution(s) to
give effect to the reduction of the issued share capital of Hang
Seng Bank by cancelling and extinguishing the Scheme Shares and the
issue to HSBC Asia Pacific (or its nominee) of such number of new
Hang Seng Bank Shares (credited as fully-paid by applying the
reserve created as a result of such cancellation, extinguishment
and reduction) as is equal to the number of the Scheme Shares
cancelled and extinguished on the Scheme Effective
Date.
XIV.
OTHER
DISCLOSURE PURSUANT TO THE TAKEOVERS CODE
As at
the time of the publication of this announcement:
(a)
save as disclosed
in the section headed "VI.
Shareholding Structure of Hang Seng Bank" above, neither HSBC Asia
Pacific nor any HSBC Asia Pacific Concert Party owns, controls or
has direction over any Hang Seng Bank Shares or convertible
securities, warrants or options in respect of Hang Seng Bank
Shares;
(b)
save as disclosed
in the section headed "VI.
Shareholding Structure of Hang Seng Bank" above, none of HSBC Asia
Pacific or any HSBC Asia Pacific Concert Party has entered into any
outstanding derivatives in respect of securities of Hang Seng
Bank;
(c)
none of HSBC Asia
Pacific or any HSBC Asia Pacific Concert Party has received any
irrevocable commitment to vote for or against the
Proposal;
(d)
there are no
arrangements (whether by way of option, indemnity or otherwise) in
relation to the Hang Seng Bank Shares or shares of HSBC Asia
Pacific and which might be material to the Proposal;
(e)
there are no
agreements or arrangements to which HSBC Asia Pacific is a party
which relate to the circumstances in which it may or may not
invoke, or seek to invoke, a Condition;
(f)
save as disclosed
in the section headed "VI.
Shareholding Structure of Hang Seng Bank" above, none of HSBC Asia
Pacific or any HSBC Asia Pacific Concert Party has borrowed or lent
any relevant securities in Hang Seng Bank (save for any borrowed
Hang Seng Bank Shares which has been either on-lent or
sold);
(g)
HSBC Asia Pacific
is not aware of any understanding, arrangement, agreement or
special deal (as defined under Rule 25 of the Takeovers Code)
between (1) any Hang Seng Bank Shareholder on the one hand
(excluding, for these purposes, any HSBC Group entities that are
Hang Seng Bank Shareholders), and (2) HSBC Asia Pacific or any HSBC
Asia Pacific Concert Parties (excluding Hang Seng Bank, its
subsidiaries and associated companies) on the other hand;
and
(h)
Hang Seng Bank is
not aware of any understanding, arrangement, agreement or special
deal (as defined under Rule 25 of the Takeovers Code) between (1)
any Hang Seng Bank Shareholder on the one hand (excluding, for
these purposes, any HSBC Group entities that are Hang Seng Bank
Shareholders), and (2) Hang Seng Bank, its subsidiaries or
associated companies on the other hand; and
(i)
other than the
Scheme Consideration payable under the Scheme, HSBC Asia Pacific
and the HSBC Asia Pacific Concert Parties have not paid, and will
not pay, any other consideration, compensation or benefit in
whatever form to the Scheme Shareholders in relation to the Scheme
Shares.
Dealings by or in
the capacities as discretionary fund managers, asset managers and
principal traders within the HSBC Group (including but not limited
to any buy-back under the Hang Seng Bank Share Buy-back Programme)
prior to and including the time of publication of this announcement
to which Rule 21.6 of the Takeovers Code apply shall not constitute
dealings by HSBC Asia Pacific Concert Parties for the purposes of
certain rules in the Takeovers Code as set out in Note 1 to Rule
21.6 of the Takeovers Code, but such dealings will be disclosed in
the Scheme Document in accordance with the requirements under Rule
21.6 of the Takeovers Code. In addition, dealings by HSBC Asia
Pacific or HSBC Asia Pacific Concert Parties do not include
dealings on a non-discretionary basis for and on behalf of its
clients.
XV.
DESPATCH
OF THE SCHEME DOCUMENT
A
Scheme Document including, among other things, further details of
the Proposal, an explanatory statement, the expected timetable
relating to the Proposal, the recommendation of the Hang Seng Bank
IBC, the letter of advice from the Hang Seng Bank IFA and notices
of the Hang Seng Bank Court Meeting and the Hang Seng Bank General
Meeting is required to be despatched to the Hang Seng Bank
Shareholders within 21 days after the date of this announcement
pursuant to Rule 8.2 of the Takeovers Code, unless the Executive's
consent is otherwise obtained.
In
light of the time required for the preparation of the Scheme
Document and the procedures of the High Court in respect of the
Scheme, HSBC Asia Pacific and Hang Seng Bank will apply to the
Executive pursuant to Rule 8.2 of the Takeovers Code for its
consent to extend the time limit for the despatch of the Scheme
Document. Further announcement(s) will be made in respect of the
despatch of the Scheme Document if and when appropriate in
accordance with the Takeovers Code, the Hong Kong Listing Rules and
applicable laws and regulations.
The
Scheme Document will contain important information and the Scheme
Shareholders and the Hang Seng Bank Shareholders are urged to read
the Scheme Document carefully before casting any vote at (or
providing any proxy in respect of) the Hang Seng Bank Court Meeting
or the Hang Seng Bank General Meeting.
XVI.
DISCLOSURE
OF DEALINGS UNDER THE TAKEOVERS CODE
Respective
associates (as defined under the Takeovers Code) of HSBC Asia
Pacific and Hang Seng Bank are reminded to disclose their dealings
in the relevant securities of Hang Seng Bank in accordance with
Rule 22 of the Takeovers Code.
In
accordance with Rule 3.8 of the Takeovers Code, reproduced below is
the full text of Note 11 to Rule 22 of the Takeovers
Code:
"Responsibilities of stockbrokers, banks and
other intermediaries
Stockbrokers, banks and others who deal in relevant securities on
behalf of clients have a general duty to ensure, so far as they are
able, that those clients are aware of the disclosure obligations
attaching to associates of an offeror or the offeree company and
other persons under Rule 22 and that those clients are willing to
comply with them. Principal traders and dealers who deal directly
with investors should, in appropriate cases, likewise draw
attention to the relevant Rules. However, this does not apply when
the total value of dealings (excluding stamp duty and commission)
in any relevant security undertaken for a client during any 7 day
period is less than $1 million.
This dispensation does not alter the obligation of principals,
associates and other persons themselves to initiate disclosure of
their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with
the Executive in its dealings enquiries. Therefore, those who deal
in relevant securities should appreciate that stockbrokers and
other intermediaries will supply the Executive with relevant
information as to those dealings, including identities of clients,
as part of that co-operation."
XVII.
NOTICE TO HANG SENG BANK
SHAREHOLDERS
A.
Notice
to Overseas Scheme Shareholders
The
making and implementation of the Proposal to Scheme Shareholders
who are not resident in Hong Kong may be affected by the applicable
laws of the relevant jurisdictions. Any Scheme Shareholders who are
not resident in Hong Kong should inform themselves about and
observe any applicable legal and regulatory requirements in their
own jurisdictions.
It is
the responsibility of any overseas Scheme Shareholders wishing to
take any action in relation to the Proposal to satisfy themselves
as to the full observance of the laws and regulations of the
relevant jurisdiction in connection therewith, including the
receipt of any governmental, exchange control or other consents
which may be required, the compliance with the necessary
formalities and the payment of any issue, transfer or other taxes
due from such shareholder in such jurisdiction. If you are in doubt
as to your position, you should consult your professional
advisers.
In the
event that the receipt of the Scheme Document by overseas Scheme
Shareholders is prohibited by any relevant law or regulation or may
only be effected after compliance with conditions or requirements
that the directors of HSBC Holdings, HSBC Asia Pacific and/or Hang
Seng Bank regard as unduly onerous or burdensome (or otherwise not
in the best interests of HSBC Holdings, HSBC Asia Pacific or Hang
Seng Bank or their respective shareholders), subject to the
Executive's waiver and compliance with the applicable requirements,
the Scheme Document may not be despatched to such overseas Scheme
Shareholders. For that purpose, HSBC Holdings, HSBC Asia Pacific
and/or Hang Seng Bank will apply for a waiver pursuant to Note 3 to
Rule 8 of the Takeovers Code at such time. Any such waiver will
only be granted if the Executive is satisfied that it would be
unduly burdensome to despatch the Scheme Document to such overseas
Scheme Shareholders. In granting the waiver, the Executive will be
concerned to see that all material information in the Scheme
Document is made available to such Scheme
Shareholders.
This
announcement does not constitute an offer to sell or an invitation
or solicitation of an offer to acquire, purchase or subscribe for
any securities or a solicitation of any vote or approval in any
jurisdiction. This announcement does not constitute a prospectus or
a prospectus equivalent document.
B.
Notice
to US Hang Seng Bank Shareholders
The
Proposal is being made to cancel the securities of a Hong Kong
company by means of a scheme of arrangement provided for under the
Companies Ordinance and is subject to Hong Kong disclosure
requirements which are different from those of the United
States.
A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules of the US Securities Exchange Act
of 1934, as amended. Accordingly, the Proposal is subject to the
disclosure requirements and practices applicable in Hong Kong to
schemes of arrangement which differ from the disclosure and
procedural requirements applicable under the US federal securities
laws.
The
receipt of cash pursuant to the Proposal by a Scheme Shareholder
who is located in the US or may be potentially subject to US
taxation (a "US Scheme
Shareholder") (or by a holder of Hang Seng Bank ADSs located
in the United States (a “US
Hang Seng Bank ADS Holder”)) as consideration for the
cancellation of his or her Scheme Shares pursuant to the Scheme may
be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other
tax laws. Each US Scheme Shareholder (or US Hang Seng Bank ADS
Holder) is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of the Proposal
applicable to him or her.
It may
be difficult for US Scheme Shareholders (or US Hang Seng Bank ADS
Holders) to enforce their rights and claims arising out of the US
federal securities laws, since HSBC Holdings, HSBC Asia Pacific and
Hang Seng Bank are located in a country other than the United
States, and some or all of their officers and directors may be
residents of a country other than the United States. US Scheme
Shareholders (or US Hang Seng Bank ADS Holders) may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court’s judgement.
The
financial information of Hang Seng Bank included in this
announcement (if any) has been prepared in accordance with Hong
Kong Financial Reporting Standards and/or International Financial
Reporting Standards and thus may not be comparable to the financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles of the United States.
XVIII.
TAXATION AND INDEPENDENT ADVICE
Hang
Seng Bank Shareholders are recommended to consult their own
professional advisers if they are in any doubt as to the taxation
implications of the Proposal. It is emphasised that none of HSBC
Holdings, HSBC Asia Pacific, Hang Seng Bank, BofA Securities,
Goldman Sachs and Morgan Stanley nor any of their respective
directors, officers or associates or any other person involved in
the Proposal accepts responsibility (other than in respect of
themselves, if applicable) for any taxation effects on, or
liabilities of, any persons as a result of the Proposal (including
the approval or rejection of the Proposal).
XIX.
PRECAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTS
This
announcement includes certain “forward-looking
statements”. These statements are based on the current
expectations of the management of HSBC Holdings, HSBC Asia Pacific
and/or Hang Seng Bank (as the case may be) and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this announcement include
statements about the expected effects on the HSBC Group and/or Hang
Seng Bank Group of the Proposal, the expected timing and scope of
the Proposal, and all other statements in this announcement other
than historical facts.
Forward-looking
statements include, without limitation, statements typically
containing words such as “intends”,
“expects”, “targets”,
“estimates”, “envisages” and words of
similar import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Proposal, as well as
additional factors, such as general, social, economic and political
conditions in the countries in which the HSBC Group and/or the Hang
Seng Bank Group operate or other countries which have an impact on
the HSBC Group and/or the Hang Seng Bank Group’s business
activities or investments, interest rates, the monetary and
interest rate policies of the countries in which the HSBC Group
and/or the Hang Seng Bank Group operate, inflation or deflation,
foreign exchange rates, the performance of the financial markets in
the countries in which the HSBC Group and/or the Hang Seng Bank
Group operate and globally, changes in domestic and foreign laws,
regulations and taxes, changes in competition and the pricing
environments in the countries in which the HSBC Group and/or the
Hang Seng Bank Group operate and regional or general changes in
asset valuations. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements.
All
written and oral forward-looking statements attributable to HSBC
Holdings, HSBC Asia Pacific, Hang Seng Bank and/or persons acting
on behalf of any of them are expressly qualified in their entirety
by the cautionary statements above. The forward-looking statements
included herein are made only as of the date of this
announcement.
Hang
Seng Bank Shareholders will be informed of any material changes to
the information contained in this announcement or any new material
information of Hang Seng Bank as soon as possible in accordance
with Rule 9.1 of the Takeovers Code.
This
announcement contains inside information for HSBC Holdings and Hang
Seng Bank pursuant to the Inside Information Provisions (as defined
in the Hong Kong Listing Rules) under Part XIVA of the Securities
and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). This
announcement also contains inside information for HSBC Holdings for
the purposes of Article 7 of the Market Abuse Regulation (EU) No
596/2014 (as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as
amended).
In this
announcement, the following expressions have the meaning set out
below unless the context otherwise requires:
|
"2025
Third Interim Dividend"
|
the
third interim dividend of Hang Seng Bank for the financial year
ending 31 December 2025, which is expected to be declared by the
Hang Seng Bank Board on 10 October 2025 and to be paid by Hang Seng
Bank thereafter
|
|
"acting
in concert"
|
has the
meaning ascribed to it in the Takeovers Code
|
|
"Authorisations"
|
authorisations,
approvals, rulings, permissions, clearance, waivers and consents
and all registrations and filings (including without limitation any
which are required or desirable under or in connection with any
applicable laws or regulations or any licences or permits of any
member of the Hang Seng Bank Group) for the Proposal or its
implementation and the withdrawal of listing of the Hang Seng Bank
Shares from the Hong Kong Stock Exchange in accordance with its
terms and conditions
|
|
"Authority"
|
any
supranational, national, federal, state, regional, provincial,
municipal, local or other government, governmental,
quasi-governmental, legal, regulatory or administrative authority,
department, branch, agency, commission, bureau or body (including
any securities or stock exchange) or any court, tribunal, or
judicial or arbitral body
|
|
"Banking
Ordinance"
|
the
Banking Ordinance (Chapter 155 of the Laws of Hong
Kong)
|
|
"BofA
Securities"
|
Merrill
Lynch (Asia Pacific) Limited, a corporation licensed to carry on
type 1 (dealing in securities), type 4 (advising on securities),
type 5 (advising on futures contracts) and type 6 (advising on
corporate finance) regulated activities under the SFO, being one of
the joint financial advisers to HSBC Holdings and HSBC Asia Pacific
in respect of the Proposal
|
|
"bps"
|
basis
points
|
|
"CET1"
|
Common
Equity Tier 1
|
|
"Code
Disinterested Share(s)"
|
the
Scheme Share(s), other than any Scheme Share(s) which are
beneficially held by HSBC Asia Pacific or the HSBC Asia Pacific
Concert Parties. For the avoidance of doubt, the Code Disinterested
Shares shall include any Scheme Share(s) held by any member of the
HSBC Group or the Hang Seng Bank Group on a non-discretionary and
non-proprietary basis for and on behalf of clients who are not HSBC
Asia Pacific or the HSBC Asia Pacific Concert Parties
|
|
"Code
Disinterested Shareholder(s)"
|
holder(s) of the
Code Disinterested Share(s)
|
|
"Companies
Ordinance"
|
the
Companies Ordinance (Chapter 622 of the Laws of Hong
Kong)
|
|
"Condition(s)"
|
the
conditions to the implementation of the Proposal and effectiveness
of the Scheme, as set out in the section headed "F. Conditions to the Proposal and the Scheme"
in this announcement
|
|
"Conditions Long
Stop Date"
|
30
September 2026, or such later date as HSBC Asia Pacific and Hang
Seng Bank may agree and, to the extent applicable, as the Executive
may consent to and/or the High Court may direct
|
|
"connected
person(s)"
|
has the
meaning ascribed to it in the Hong Kong Listing Rules
|
|
"Dividend
Adjustment Amount"
|
means
an amount by which the Scheme Consideration will be reduced in the
event that:
(a)
after the date of this announcement, any dividend, distribution
and/or return of capital (excluding the 2025 Third Interim
Dividend) is announced, declared, made and/or paid in respect of
the Hang Seng Bank Shares; and
(b) the
record date for determining the entitlements to any such dividend,
distribution and/or return of capital (as the case may be) falls on
a day which is after the date of this announcement and before the
Scheme Effective Date,
with
such amount being equal to the aggregate amount of all such
dividends, distributions and/or returns of capital on a per Hang
Seng Bank Share basis
|
|
"Executive"
|
the
Executive Director of the Corporate Finance Division of the SFC or
any delegate for the time being of the Executive
Director
|
|
"exempt
fund manager"
|
has the
meaning ascribed to it in the Takeovers Code
|
|
"exempt
principal trader"
|
has the
meaning ascribed to it in the Takeovers Code
|
|
"Goldman
Sachs"
|
Goldman
Sachs (Asia) L.L.C., a company incorporated in Delaware with
limited liability and licensed under the SFO to carry out type 1
(dealing in securities), type 4 (advising on securities), type 5
(advising on futures contracts), type 6 (advising on corporate
finance) and type 9 (asset management) regulated activities under
the SFO, being one of the joint financial advisers to HSBC Holdings
and HSBC Asia Pacific in respect of the Proposal
|
|
"Hang
Seng Bank"
|
Hang
Seng Bank Limited, a company incorporated in Hong Kong with limited
liability, whose Hang Seng Bank Shares are listed on the Main Board
of the Hong Kong Stock Exchange (stock codes: 11 (HKD Counter) and
80011 (RMB Counter))
|
|
"Hang
Seng Bank ADS(s)"
|
American depositary
shares of Hang Seng Bank which are currently serviced by BNY Mellon
Shareowner Services as the depositary, each representing one Hang
Seng Bank Share
|
|
"Hang
Seng Bank ADS Deposit Agreement"
|
the
deposit agreement dated 19 October 1994 by and among Hang Seng
Bank, The Bank of New York and all holders and owners of American
depositary receipts evidencing the Hang Seng Bank ADSs (as amended
and supplemented from time to time)
|
|
"Hang
Seng Bank Board"
|
the
board of directors of Hang Seng Bank
|
|
"Hang
Seng Bank Court Meeting"
|
a
meeting of the Scheme Shareholders to be convened at the direction
of the High Court for the purpose of considering, and if thought
fit, approving the Scheme
|
|
"Hang
Seng Bank General Meeting"
|
a
general meeting of Hang Seng Bank to be convened and held on the
same date as the Hang Seng Bank Court Meeting for the purposes of
considering, and if thought fit, approving the Scheme and the
implementation of the Scheme, including the reduction and
restoration of the issued share capital of Hang Seng Bank under the
Proposal
|
|
"Hang
Seng Bank Group"
|
Hang
Seng Bank and its subsidiaries from time to time
|
|
"Hang
Seng Bank IBC"
|
the
independent board committee of Hang Seng Bank established by the
Hang Seng Bank Board to make a recommendation to the Code
Disinterested Shareholders in respect of the Proposal and the
Scheme, as required by the Takeovers Code, comprising Cordelia
Chung, Clement Kwok King Man, Patricia Lam Sze Wan, Lin Huey Ru and
Wang Xiao Bin
|
|
"Hang
Seng Bank IFA"
|
the
independent financial adviser to be appointed by the Hang Seng Bank
Board with the approval of the Hang Seng Bank IBC to advise the
Hang Seng Bank IBC in connection with the Proposal and the Scheme,
as required by the Takeovers Code
|
|
“Hang Seng
Bank Share Buy-back Programme”
|
the
share buy-back programme of Hang Seng Bank announced on 31 July
2025
|
|
"Hang
Seng Bank Share(s)"
|
ordinary share(s)
in the share capital of Hang Seng Bank
|
|
"Hang
Seng Bank Shareholder(s)"
|
holder(s) of Hang
Seng Bank Share(s)
|
|
"High
Court"
|
the
High Court of Hong Kong
|
|
"HK$"
|
Hong
Kong dollars, the lawful currency of Hong Kong
|
|
"Hong
Kong"
|
Hong
Kong Special Administrative Region of the People's Republic of
China
|
|
"Hong
Kong Comparable Peers"
|
all
commercial banks that are headquartered in Hong Kong and have a
primary listing on the Hong Kong Stock Exchange, being The Bank of
East Asia Limited, BOC Hong Kong (Holdings) Limited and Dah Sing
Banking Group Limited
|
|
"Hong
Kong Listing Rules"
|
The
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (as revised, supplemented or otherwise modified
from time to time)
|
|
"Hong
Kong Stock Exchange"
|
The
Stock Exchange of Hong Kong Limited
|
|
"HSBC
Holdings"
|
HSBC
Holdings plc, a company incorporated in England and Wales with
limited liability, whose ordinary shares are listed on the Hong
Kong Stock Exchange (stock code: 5), the London Stock Exchange and
the Bermuda Stock Exchange and whose American depositary receipts
are listed on the New York Stock Exchange
|
|
"HSBC
Asia Holdings"
|
HSBC
Asia Holdings Limited, a company incorporated in Hong Kong with
limited liability and a wholly owned subsidiary of HSBC
Holdings
|
|
"HSBC
Asia Pacific"
|
The
Hongkong and Shanghai Banking Corporation Limited, a company
incorporated in Hong Kong with limited liability and a wholly owned
subsidiary of HSBC Holdings
|
|
"HSBC
Asia Pacific Concert Party(ies)"
|
parties
acting in concert with HSBC Asia Pacific
|
|
"HSBC
Asia Pacific Non-Scheme Shares"
|
1,188,057,371 Hang
Seng Bank Shares held by HSBC Asia Pacific as a strategic
shareholding, which will not form part of the Scheme
Shares
|
|
"HSBC
Asia Pacific Scheme Shares"
|
any and
all Hang Seng Bank Shares held by HSBC Asia Pacific, other than the
HSBC Asia Pacific Non-Scheme Shares
|
|
"HSBC
Group" or "HSBC"
|
HSBC
Holdings and its subsidiaries from time to time
|
|
"HSBC
Holdings Directors"
|
the
directors of HSBC Holdings
|
|
"HSBC
Holdings Shareholder(s)"
|
holder(s) of shares
in the share capital of HSBC Holdings
|
|
"Last
Trading Day"
|
8
October 2025, being the last trading day on the Hong Kong Stock
Exchange immediately prior to the date of this
announcement
|
|
"Morgan
Stanley"
|
Morgan
Stanley Asia Limited, a company incorporated in Hong Kong with
limited liability and licensed under the SFO to carry on type 1
(dealing in securities), type 4 (advising on securities), type 5
(advising on futures contracts), type 6 (advising on corporate
finance) and type 9 (asset management) regulated activities under
the SFO, the financial adviser to Hang Seng Bank in respect of the
Proposal
|
|
"Ordinance
Disinterested Share(s)"
|
has the
meaning ascribed to "disinterested shares" in section 674(3) of the
Companies Ordinance
|
|
"Proposal"
|
the
proposal for the privatisation of Hang Seng Bank by HSBC Asia
Pacific by way of the Scheme and the withdrawal of listing of the
Hang Seng Bank Shares from the Hong Kong Stock Exchange, on the
terms and subject to the conditions as described in this
announcement
|
|
"relevant
securities"
|
has the
meaning ascribed to it in Note 4 to Rule 22 of the Takeovers
Code
|
|
"Scheme"
|
a
scheme of arrangement to be proposed under Section 673 of the
Companies Ordinance for the implementation of the Proposal,
involving the cancellation and extinguishment of all the Scheme
Shares and the restoration of the share capital of Hang Seng Bank
to the amount immediately before the cancellation, extinguishment
and reduction of the Scheme Shares by the issue by Hang Seng Bank
to HSBC Asia Pacific (or its nominee) of such number of new Hang
Seng Bank Shares (credited as fully-paid by applying the reserve
created as a result of such cancellation, extinguishment and
reduction) as is equal to the number of the Scheme Shares cancelled
and extinguished on the Scheme Effective Date
|
|
"Scheme
Consideration"
|
the
consideration in Hong Kong dollars for the cancellation and
extinguishment of the Scheme Shares under the Scheme, which is
expressed as consideration per Scheme Share
|
|
"Scheme
Document"
|
the
composite scheme document to be despatched by HSBC Holdings, HSBC
Asia Pacific and Hang Seng Bank containing further details of the
Scheme
|
|
"Scheme
Effective Date"
|
the
date on which the Scheme becomes effective in accordance with the
Companies Ordinance
|
|
"Scheme
Record Date"
|
the
record date to be announced for determining entitlements of the
Scheme Shareholders under the Scheme
|
|
"Scheme
Share(s)"
|
all of
the Hang Seng Bank Shares in issue and any further Hang Seng Bank
Shares as may be issued prior to the Scheme Record Date, other than
the HSBC Asia Pacific Non-Scheme Shares
|
|
"Scheme
Shareholder(s)"
|
the
registered holder(s) of the Scheme Shares
|
|
"SFC"
|
the
Securities and Futures Commission of Hong Kong
|
|
"SFO"
|
the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong)
|
|
"Takeovers
Code"
|
the
Hong Kong Code on Takeovers and Mergers (as revised, supplemented
or otherwise modified from time to time)
|
|
"Third
Party Consents"
|
third
party consents in relation to the Proposal which may be required
under existing contractual obligations to which any member of the
Hang Seng Bank Group is a party
|
|
"UK
Listing Rules"
|
the
Listing Rules issued by the Financial Conduct Authority of the
United Kingdom (as revised, supplemented or otherwise modified from
time to time)
|
|
"US" or
"United States"
|
the
United States of America
|
|
"US$"
|
United
States dollars, the lawful currency of the United
States
|
|
"US
Hang Seng Bank ADS Holder"
|
has the
meaning ascribed to it in the section headed "XVII. Notice to Hang Seng Bank Shareholders"
in this announcement
|
|
"US
Scheme Shareholder"
|
has the
meaning ascribed to it in the section headed "XVII. Notice to Hang Seng Bank Shareholders"
in this announcement
|
|
"%"
|
per
cent.
|
|
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†, 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, Lam Tin Fuk and Annabelle
Long Yu.
The Hang Seng Bank Board as at the date of this announcement
comprises: Edward Cheng Wai Sun* (Chairman), Diana Cesar (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, 9 October 2025
|
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
|
|
1 Research
analyst target prices from Bloomberg as of 8 October 2025 and based
on DBS Bank (24 September 2025), Citi (31 July 2025), China
International Capital Corporation (31 July 2025), J.P. Morgan (30
July 2025) and Morningstar (30 July 2025). The research analyst
target prices based on BofA Securities (12 September 2025), Goldman
Sachs (30 July 2025) (each being a joint financial adviser to HSBC
Holdings and HSBC Asia Pacific) and Morgan Stanley (13 August 2025)
(being the financial adviser to Hang Seng Bank) were
excluded.
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:
09 October 2025
|
