HSBC (HSBC) sets 17 Dec 2025 deadline for Hang Seng Bank scheme document

Rhea-AI Filing Summary

HSBC Holdings plc has provided a monthly update on the proposed privatisation of Hang Seng Bank Limited by The Hongkong and Shanghai Banking Corporation Limited via a scheme of arrangement under section 673 of the Companies Ordinance, alongside a proposed withdrawal of Hang Seng Bank’s listing.

HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank are preparing the Scheme Document and arranging a High Court hearing to seek directions for convening the Hang Seng Bank Court Meeting to consider and, if thought fit, approve the scheme. The Scheme Document will be despatched on or before 17 December 2025, with a detailed timetable to be set out in that document and a related joint announcement.

The update reiterates that the proposal will proceed only if all conditions are satisfied or, where applicable, waived by the long stop date, and it advises shareholders and potential investors in HSBC Holdings and Hang Seng Bank to exercise caution when dealing in their securities.

Insights

Cross-border banking M&A analyst

HSBC advances Hang Seng Bank privatisation process, setting a clear near-term document deadline.

The update confirms that HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank are moving ahead procedurally with the proposed privatisation of Hang Seng Bank via a court-sanctioned scheme of arrangement, coupled with a planned withdrawal of Hang Seng Bank’s stock exchange listing. They are preparing the Scheme Document and arranging a High Court hearing to obtain directions for convening the Hang Seng Bank Court Meeting, where the scheme will be considered and, if thought fit, approved.

A key new milestone is that the Scheme Document will be despatched on or before 17 December 2025, after which a detailed timetable for the proposal will be published. The announcement stresses that implementation depends on all conditions being satisfied or, where applicable, waived by the conditions long stop date, and it repeats a cautionary message for shareholders and potential investors in both HSBC Holdings and Hang Seng Bank when dealing in their securities.

This communication does not alter the financial terms previously announced; it mainly provides process visibility and confirms that further announcements will follow in line with the Hong Kong Takeovers Code, Hong Kong Listing Rules and applicable laws and regulations.

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 November

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

MONTHLY UPDATE ON

(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

AND

(2) PROPOSED 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

Reference is made to (i) the joint announcement dated 9 October 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") pursuant to Rule 3.5 of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code") regarding, among others, the proposal for the privatisation of Hang Seng Bank by HSBC Asia Pacific by way of a scheme of arrangement under section 673 of the Companies Ordinance (the "Rule 3.5 Announcement"); (ii) the announcement dated 22 October 2025 issued by Hang Seng Bank in relation to the appointment of the Hang Seng Bank IFA; and (iii) the announcement dated 30 October 2025 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank in relation to the update on the timeline for despatch of the Scheme Document (the "October Announcement"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Rule 3.5 Announcement.

HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank would like to update the shareholders of and potential investors in Hang Seng Bank that, further to the October Announcement, HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank are in the course of preparing and finalising the information to be included in the Scheme Document and preparing for a hearing at the High Court to seek its directions for convening the Hang Seng Bank Court Meeting to consider, and if thought fit, approve the Scheme. The Scheme Document will be despatched on or before 17 December 2025. A detailed timetable for the Proposal will be set out in the Scheme Document and in the announcement to be jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank upon despatch of the Scheme Document.

Further announcement(s) will be made on the status and progress of the Proposal and the Scheme and the despatch of the Scheme Document as and when appropriate in accordance with the Takeovers Code, the Hong Kong Listing Rules and applicable laws and regulations.

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, registered institution in securities, bank manager, solicitor and/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†, 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, 27 November 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

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: 27 November 2025

FAQ

What does HSBC (HSBC) announce regarding the Hang Seng Bank privatisation?

HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank announce a monthly update on the proposed privatisation of Hang Seng Bank via a court-sanctioned scheme of arrangement, together with a proposed withdrawal of Hang Seng Bank’s stock exchange listing.

What is the next key step in the Hang Seng Bank privatisation process?

The parties are preparing and finalising the Scheme Document and arranging a High Court hearing to seek directions for convening the Hang Seng Bank Court Meeting, where shareholders will consider and, if thought fit, approve the scheme.

When will the Scheme Document for the Hang Seng Bank proposal be sent to shareholders?

The update states that the Scheme Document will be despatched on or before 17 December 2025. A detailed timetable for the proposal will be set out in that document and in a joint announcement issued upon its despatch.

What conditions must be met for the Hang Seng Bank privatisation to proceed?

The announcement notes that the Proposal will only be implemented if all Conditions are satisfied or, where applicable, waived on or before the Conditions Long Stop Date, as referenced in earlier announcements.

How are shareholders of HSBC and Hang Seng Bank advised to act in light of this proposal?

The communication warns that shareholders and potential investors in HSBC Holdings and Hang Seng Bank should be aware of the conditional nature of the proposal and exercise caution when dealing in their securities, seeking professional advice if in doubt.

Will further information on the Hang Seng Bank scheme be provided?

Yes. The parties state that further announcements will be made on the status and progress of the Proposal, the Scheme and the despatch of the Scheme Document in accordance with the Hong Kong Takeovers Code, Hong Kong Listing Rules and applicable laws and regulations.