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 July
HSBC Holdings plc
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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
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.
Hong Kong Stock Code: 5
24 July
2026
VOLUNTARY ANNOUNCEMENT
HSBC TO SELL ITS LIFE AND HEALTH INSURANCE BUSINESS IN SINGAPORE TO
ALLIANZ
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● HSBC
Group has agreed to sell HSBC Life (Singapore) Pte. Ltd. to Allianz
for a
consideration of S$2.7 billion
(US$2.1 billion[1])
with completion expected in the first half of 2027, subject to
regulatory approval.
● Disposal
expected to generate a pre-tax gain of US$1.8billion and estimated
up to 15 basis-point increase to CET1 for the HSBC
Group.
● On
completion, HSBC and Allianz will enter an exclusive 15-year
bancassurance distribution agreement through which HSBC will
continue to distribute high quality insurance products to its
customers in Singapore. On entering the distribution agreement,
HSBC will receive a S$0.2bn (US$0.2bn[1])
initial lump sum cash payment.
● HSBC
is committed to Singapore as an international wealth and wholesale
banking hub. Singapore is crucial to HSBC's strategy and is a key
focus of investment and growth for the Group.
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This announcement is made by HSBC Holdings plc
("HSBC
Holdings", together with its
subsidiaries, the "HSBC Group") on a voluntary basis.
THE DISPOSAL
HSBC Holdings announces that its indirect
wholly-owned subsidiary, HSBC Insurance (Asia-Pacific)
Holdings Limited (the "Seller"), has today entered into a share purchase
agreement with Allianz
Asia Holdings Pte. Ltd. (the "Purchaser") for the sale of 100% of
the issued share capital of HSBC
Life (Singapore) Pte. Ltd. ("HSBC Life SG") for a consideration of
S$2.7billion (US$2.1
billion[1])
(together, the "Disposal"). HSBC Life SG is a leading insurance
business in Singapore offering a broad range of life and health
insurance products.
Completion of the Disposal is
expected in
the first half of 2027, subject
to obtaining the relevant approvals from the Monetary Authority of
Singapore. On completion of the Disposal, all employees will
continue to be employed by HSBC Life SG, which will be owned by the
Purchaser, and the parties will work closely together to enable a
smooth transition for colleagues and customers.
On completion of the Disposal, HSBC Holdings'
indirect wholly-owned subsidiary, HSBC Bank (Singapore) Limited
("HSBC Bank
SG"), and HSBC Life SG (which
will then be wholly-owned by the Purchaser and renamed following
completion) will enter into an exclusive 15-year bancassurance
distribution agreement (the "Distribution
Agreement", together with the
Disposal, the "Transaction"). Pursuant to the Distribution Agreement, HSBC
Bank SG will distribute HSBC Life SG's insurance products on an
exclusive basis to its retail banking and wealth customers in
Singapore. Upon entering into the Distribution
Agreement, HSBC
will receive an initial S$0.2 billion (US$0.2
billion[1])
lump sum cash payment from Allianz reflecting the exclusive terms
of the agreement. This will be recognised in the income statement
over the term of the Distribution Agreement, along with the
contractual variable additional consideration for performance under
the agreement.
FINANCIAL IMPACT OF THE DISPOSAL
The Disposal is expected to generate a pre-tax
gain on disposal of US$1.8 billion at the HSBC Group consolidated
level[2],
to be recognised largely upon completion and classified as a
material notable item[3].
The Disposal would not be subject to tax and is expected to
generate an estimated up to 15 basis-point increase to the HSBC
Group's consolidated Common Equity Tier 1 ratio[4],
upon subsequent upstreaming of the distributable gain on sale as
recognised in HSBC Insurance (Asia-Pacific) Holdings
Limited.
REASONS FOR AND BENEFITS OF THE TRANSACTION
The
transaction follows the strategic review of HSBC Life SG, which
concluded that a sale would be the best outcome for all parties.
The Transaction forms part of the ongoing simplification of the
HSBC Group as it focuses on increasing leadership and market share
in the areas where it has a clear competitive advantage and the
greatest opportunities to grow and support its
clients.
HSBC
is committed to Singapore as an international wealth and wholesale
banking hub. Singapore is crucial to HSBC's strategy and is a key
focus of investment and growth for the Group.
INFORMATION ON THE PARTIES
A. Information on HSBC Holdings and HSBC Life
SG
HSBC
Holdings, the parent company of the HSBC Group, is headquartered in
London. The HSBC Group serves customers worldwide and operates in
56 markets across Europe, the Asia-Pacific region, North and Latin
America, the Middle East and Africa.
HSBC
Life SG is an indirect wholly-owned subsidiary of HSBC Holdings as
at the date of this announcement. Its principal business activity
is the underwriting and distribution of life insurance and
investment-linked products in Singapore. HSBC Life SG reported PBT
of S$118m in 2025.
B. Information
on the
Purchaser
The Purchaser is a company incorporated under
the laws of Singapore. To the best of the directors'
knowledge, information and belief, having made all reasonable
enquiries, the Purchaser and its ultimate beneficial owners are
third parties independent of HSBC Holdings and its connected
persons (as defined under the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the
"Hong Kong
Listing Rules").
IMPLICATIONS UNDER THE HONG KONG LISTING RULES AND THE UK LISTING
RULES
As
all the applicable percentage ratios (as defined in Rule 14.07 of
the Hong Kong Listing Rules) in respect of the Transaction are less
than 5%, the Transaction does not constitute a notifiable
transaction for HSBC Holdings under Chapter 14 of the Hong Kong
Listing Rules. The entering into of the Distribution Agreement does
not constitute a connected transaction of HSBC Holdings under
Chapter 14A of the Hong Kong Listing Rules. As all the applicable
percentage ratios as a result of applying the class tests (as
defined in UK Listing Rule 7 Annex 1) in respect of the Transaction
are less than 25%, the Transaction does not constitute a
significant transaction under UK Listing Rule 7.
For
and on behalf of
HSBC Holdings plc
Angela McEntee
Group
Company Secretary
The Board
of Directors
of HSBC Holdings plc as at the date of this announcement comprises:
Brendan Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†,
Wei Sun Christianson†,
Rachel Duan†,
Dame Carolyn Julie Fairbairn†,
James Anthony Forese†,
Steven Craig Guggenheimer†,
Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†,
Richard Henry Meddings†,
Kalpana Jaisingh Morparia†,
Eileen K Murray† and
Swee Lian Teo†.
*
Independent non-executive Chairman
† Independent
non-executive Director
Media enquiries to:
pressoffice@hsbc.com
+44 (0) 20 7991 8096
[1] Converted
at a S$/US$ exchange rate of 1.29.
[2] As
at 31 March 2026, inclusive of related transaction and migration
costs, write-offs and recycling of reserves.
[3] Material
notable items are excluded from our dividend payout ratio target
basis calculation.
[4] As
at 31 March 2026.
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.
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HSBC
Holdings plc
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By:
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Name:
Angela McEntee
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Title:
Group Company Secretary
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Date:
24 July 2026
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