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.
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HSBC Holdings plc
(Hong
Kong Stock Code: 5)
The Hongkong and Shanghai Banking Corporation Limited
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Hang Seng Bank Limited
(Stock
Codes: 11 (HKD Counter) and 80011 (RMB Counter))
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JOINT ANNOUNCEMENT
(1) PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK
LIMITED
BY THE HONGKONG AND SHANGHAI BANKING CORPORATION
LIMITED
BY WAY OF A SCHEME OF ARRANGEMENT
UNDER SECTION 673 OF THE COMPANIES ORDINANCE
AND
(2) PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK
SHARES
UPDATE ON TIMELINE FOR DESPATCH OF SCHEME DOCUMENT
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Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in alphabetical order)
BofA
Securities
Goldman Sachs
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Financial Adviser to Hang Seng Bank
Morgan Stanley
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Financial Adviser to HSBC Asia Pacific
The Hongkong and Shanghai Banking Corporation Limited
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Reference is made to 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"). Unless
otherwise defined herein, capitalised terms used herein shall have
the same meanings as those defined in the Rule 3.5
Announcement.
UPDATE ON TIMELINE FOR DESPATCH OF SCHEME DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, HSBC Asia Pacific and
Hang Seng Bank are required to despatch the Scheme Document to the
Hang Seng Bank Shareholders within 21 days after the date of the
Rule 3.5 Announcement (in this case, on or before 30 October 2025),
unless the Executive's consent is otherwise obtained.
As mentioned in the Rule 3.5 Announcement and given the time
required for (i) the preparation of the information to be contained
in the Scheme Document, including the letter of advice from the
Hang Seng Bank IFA and the recommendation of the Hang Seng Bank
IBC; and (ii) the procedures of the High Court in respect of the
Scheme, an application has been made to the Executive pursuant to
Rule 8.2 of the Takeovers Code for, and the Executive has granted
consent to, an extension of the latest date for despatch of the
Scheme Document from 30 October 2025 to 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. On the basis that the Scheme Document is
despatched on or before 17 December 2025, subject to the
satisfaction (or, if applicable, waiver) of the Conditions, the
Proposal is currently expected to be completed within the first
quarter of 2026. Further announcement(s) will be made on the status
and progress of the Proposal if and when appropriate in accordance
with the Takeovers Code, the Hong Kong Listing Rules and applicable
laws and regulations.
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.
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For and
on behalf of
HSBC Holdings plc
Brendan
Nelson
Group
Chairman
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For and
on behalf of
Hang Seng Bank Limited
Edward
Cheng Wai Sun
Chairman
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For and
on behalf of
The Hongkong and Shanghai Banking Corporation Limited
Dr.
Peter Wong Tung Shun
Non-executive
Chairman
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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, 30 October 2025
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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
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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
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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
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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:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
30 October 2025
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