[6-K] HSBC HOLDINGS PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc has advanced its proposal to privatise Hang Seng Bank Limited via a court-approved scheme of arrangement under section 673 of the Hong Kong Companies Ordinance. The High Court sanctioned the scheme and confirmed the related capital reduction on 23 January 2026, and an office copy of the order, the approved minute and the return are expected to be delivered to the Hong Kong Registrar of Companies for registration on 26 January 2026.

Once these registration conditions are met and other remaining conditions continue to be satisfied or, where applicable, waived, the scheme is expected to become binding and effective on 26 January 20264:00 p.m. on 27 January 2026, subject to the scheme becoming effective. The announcement reiterates that the proposal will proceed only if all stated conditions are met by the conditions long stop date and urges shareholders and potential investors of HSBC Holdings and Hang Seng Bank to exercise caution when dealing in their securities.

Insights

Cross-border banking and M&A analyst

High Court approval moves HSBC’s Hang Seng Bank privatisation close to completion, pending final registration and remaining conditions.

The content describes how HSBC Asia Pacific, a subsidiary of HSBC Holdings plc, is seeking to privatise Hang Seng Bank Limited by way of a scheme of arrangement under section 673 of the Hong Kong Companies Ordinance. The High Court has sanctioned the scheme and confirmed the associated capital reduction, which is a key legal milestone in Hong Kong’s scheme process. The order, approved minute and return are expected to be filed with the Registrar of Companies on 26 January 2026, after which the scheme can take effect if remaining conditions continue to be met or waived.

The scheme is expected to become binding and effective on 26 January 2026, with the withdrawal of Hang Seng Bank’s listing from the Hong Kong Stock Exchange scheduled for 27 January 2026 at 4:00 p.m., subject to effectiveness. For investors, this indicates that public trading in Hang Seng Bank shares is likely to cease shortly after effectiveness, while HSBC consolidates ownership. The transaction still depends on all specified conditions being satisfied or waived by the conditions long stop date, and the parties explicitly caution shareholders and potential investors in both HSBC Holdings and Hang Seng Bank to exercise care when dealing in the securities.

01/23/2026 - 07:14 AM

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.

HSBC Holdings plc (Hong Kong Stock Code: 5)	Hang Seng Bank Limited (Stock Codes: 11 (HKD Counter) and 80011 (RMB Counter))
The Hongkong and Shanghai Banking Corporation Limited

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)  SANCTION OF THE SCHEME BY THE HIGH COURT

(3)  EXPECTED EFFECTIVE DATE OF THE SCHEME

AND

(4)  EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK

SHARES

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	Independent Financial Adviser to the Hang Seng Bank IBC Somerley Capital Limited

SANCTION OF THE SCHEME

The Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The Capital Reduction (as defined below) was also confirmed by the High Court on the same day at the same hearing.

EXPECTED EFFECTIVE DATE OF THE SCHEME

The Scheme is expected to become binding and effective on Monday, 26 January 2026. A further announcement will be made when the Scheme has become binding and effective.

EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026, subject to the Scheme becoming binding and effective.

INTRODUCTION

Reference is made to (i) 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"); and (ii) the joint announcement dated 8 January 2026 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among others, the results of the Hang Seng Bank Court Meeting and the Hang Seng Bank General Meeting (the "Poll Results Announcement").

Unless otherwise defined herein, terms defined in the Scheme Document shall have the same meanings when used in this joint announcement.

SANCTION OF THE SCHEME AND CONFIRMATION OF THE CAPITAL REDUCTION

The Scheme was sanctioned without modification by the High Court at the court hearing held on Friday, 23 January 2026. The reduction of the issued share capital of Hang Seng Bank involved in the Scheme (the "Capital Reduction") was also confirmed by the High Court on the same day at the same hearing.

The High Court made an order on Friday, 23 January 2026 (the "Order"), among others, sanctioning the Scheme under section 673 of the Companies Ordinance and confirming the Capital Reduction under section 229 of the Companies Ordinance. It is expected that an office copy of the Order, together with the minute (the "Minute") approved by the High Court and the return (the "Return") (each containing particulars required under section 230 of the Companies Ordinance) will be delivered to the Registrar of Companies in Hong Kong for registration on Monday, 26 January 2026.

EXPECTED EFFECTIVE DATE OF THE SCHEME

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). Subject to the satisfaction of Conditions (c) and (d) relating to the registration of the Order, the Minute and the Return by the Registrar of Companies in Hong Kong and the ongoing satisfaction or (if applicable) waiver of Conditions (e) to (i), 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.

A further announcement will be made when the Scheme has become binding and effective.

EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on Tuesday, 27 January 2026, subject to the Scheme becoming binding and effective.

GENERAL

For further information in respect of the expected timetable of the Proposal and the Scheme, please refer to the remaining expected events and the corresponding expected dates and times in the section headed "Expected Timetable" in the Poll Results Announcement.

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, 23 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: 23 January 2026

FAQ

What major transaction involving HSBC (HSBC) and Hang Seng Bank is described?

The content describes a proposal for the privatisation of Hang Seng Bank Limited by The Hongkong and Shanghai Banking Corporation Limited (HSBC Asia Pacific), an HSBC Holdings subsidiary, by way of a scheme of arrangement under section 673 of the Companies Ordinance.

Has the High Court approved the HSBC proposal to privatise Hang Seng Bank?

Yes. The High Court sanctioned the scheme without modification and confirmed the capital reduction involved in the scheme at a hearing on 23 January 2026, issuing an order that moves the transaction toward completion.

When is the scheme to privatise Hang Seng Bank expected to become effective?

Subject to registration of the court order, minute and return with the Registrar of Companies in Hong Kong, and the ongoing satisfaction or waiver of remaining conditions, the scheme is expected to become binding and effective on 26 January 2026.

When will Hang Seng Bank shares be delisted from the Hong Kong Stock Exchange?

Hang Seng Bank has applied for, and received approval for, the withdrawal of its share listing from the Hong Kong Stock Exchange with effect from 4:00 p.m. on 27 January 2026, subject to the scheme becoming binding and effective.

What conditions still need to be satisfied for the HSBC–Hang Seng Bank scheme to proceed?

As of this announcement, certain conditions, including conditions (a), (b) and (e) to (i), have been satisfied (with some subject to ongoing satisfaction or waiver). The scheme still requires satisfaction of conditions (c) and (d), which relate to the registration of the court order, minute and return by the Hong Kong Registrar of Companies, along with continued satisfaction or waiver of the other conditions.

What guidance is given to shareholders and potential investors of HSBC Holdings and Hang Seng Bank?

The announcement states that the proposal will only be implemented if all conditions are satisfied or, if applicable, waived on or before the conditions long stop date. It advises shareholders and potential investors of HSBC Holdings and Hang Seng Bank to exercise caution when dealing in their securities and to seek advice from professional advisers if in doubt.