REG - HSBC Holdings PLC - Grant of Relevant Consents under HK Takeovers Code

HSBC HoldingsAnnouncement

27/11/2025 08:45

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RNS Number : 2569J  HSBC Holdings PLC  27 November 2025

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.

 

 

 

27 November 2025

(Hong Kong Stock Code: 5)

 

HSBC Holdings plc

 

ANNOUNCEMENT

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

 

GRANT OF RELEVANT CONSENTS BY THE EXECUTIVE

UNDER THE TAKEOVERS CODE

 

Reference is made to the announcement dated 9 October 2025 (the
"Announcement") jointly issued by HSBC Holdings plc (the "Company"), The
Hongkong and Shanghai Banking Corporation Limited ("HSBC Asia Pacific") and
Hang Seng Bank Limited ("Hang Seng Bank") with regards to the proposal for the
privatisation of Hang Seng Bank by HSBC Asia Pacific by way of a scheme of
arrangement (the "Proposal"). Unless the context requires otherwise,
capitalised terms used herein shall have the same meanings as those defined in
the Announcement.

 

GRANT OF RELEVANT CONSENTS BY THE EXECUTIVE UNDER THE TAKEOVERS CODE

 

The Company wishes to inform its shareholders that, in connection with the
Proposal, HSBC Asia Pacific and any person acting in concert with it are bound
by certain restrictions under the Takeovers Code with respect to dealings in,
and lending and borrowing of, relevant securities of Hang Seng Bank, which
include but are not limited to requirements under Rule 21.2, 21.7, 23 and 24
of the Takeovers Code.

 

Given the nature of certain ordinary course activities conducted by the
Company and its subsidiaries (for the purpose of this announcement, excluding
Hang Seng Bank and its subsidiaries) (the "Group"), the Group has applied for,
and the Executive has granted, relevant consents and confirmations (the
"Relevant Consents") with respect to strict compliance with the requirements
under Rule 21.2, 21.7, 23 and 24 of the Takeovers Code to ensure compliance
with the aforementioned rules. Further details of the Relevant Consents are
set out below.

 

Certain structured products and related hedging

 

Certain members of the Group, in their ordinary course of business, may be
involved in dealings in, and lending and borrowing of, shares or securities of
Hang Seng Bank during the offer period in respect of the Proposal ("Structured
Products-related Activities") in connection with:

 

(i)   the creation of certain structured products under new client-driven
trades where the shares in Hang Seng Bank referenced in each product represent
individually (A) less than 1% of the total issued shares of Hang Seng Bank and
(B) less than 20% of the value of all the securities in the product at the
time of creation, and the creation and maintenance and adjustments of their
related hedging arrangements;

 

(ii)   the unwinding of certain pre-existing structured products and their
related hedging arrangements; and

 

(iii)  the rolling over of certain structured products where the shares in
Hang Seng Bank referenced in each product represent individually (A) less than
1% of the total issued shares of Hang Seng Bank and (B) less than 20% of the
value of all the securities in the product at the time when the rollover
arrangements are entered into and when the rollover dealings are made, and
maintenance and adjustments of their related hedging arrangements.

 

On 8 October 2025 and 26 November 2025, following applications by the Group,
the Executive granted the following consents in respect of the Structured
Products-related Activities:

 

(i)   the Executive consents to the sale of any securities of Hang Seng Bank
by members of the Group during the offer period in respect of the Proposal
without the need to give 24-hours' public notice prior to such sales under
Rule 21.2 of the Takeovers Code;

 

(ii)   the Executive confirms any purchase of securities of Hang Seng Bank
by members of the Group will not have implications on the minimum level of
consideration at which the Proposal is required to be made under Rule 23 and
Rule 24 of the Takeovers Code; and

 

(iii)  the Executive consents to the members of the Group entering into or
taking action to unwind a securities borrowing or lending transaction in
respect of Hang Seng Bank's securities under Rule 21.7 of the Takeovers Code.

 

Indemnity given under the Agency Lending Programme

 

The Group has established an agency securities lending programme for its
clients in its ordinary course business (the "Agency Lending Programme"),
under which clients of the Group may lend securities (which may include
securities of Hang Seng Bank) maintained with members of the Group (as
custodians) to borrowers under the programme. As part of the agency securities
lending programme, certain members of the Group provide indemnities in favour
of their clients, under which such members of the Group will be obliged to
perform the obligations of the borrower under a securities lending and
borrowing transaction, including acquiring the lent securities (which may
include securities of Hang Seng Bank) and redelivering them to the lender, in
the event of a default by the borrower.

 

On 8 October 2025, following an application by the Group:

 

(i)   the Executive confirmed that any purchase of securities of Hang Seng
Bank for fulfilment of any indemnity by members of the Group triggered under
the Agency Lending Programme will not have implications on the minimum level
of consideration at which the Proposal is required to be made under Rule 23
and Rule 24 of the Takeovers Code; and

 

(ii)   the Executive granted its consent to the delivery of any securities
of Hang Seng Bank by members of the Group to their clients (as lenders) under
the Agency Lending Programme for the fulfilment of the indemnity triggered
under the Agency Lending Programme during the offer period in respect of the
Proposal without the need to give 24-hours' public notice prior to such
deliveries under Rule 21.2 of the Takeovers Code.

 

Market Making Activities

 

Certain members of the Group, in their ordinary course of business, act as
authorised participating dealers and/or market makers to certain exchange
traded funds ("ETFs") in which shares in Hang Seng Bank are included as
constituent stock, and which are listed and traded on the Hong Kong Stock
Exchange (such activities, the "Market Making Activities") and will engage in
the creation, redemption, sale or purchase of ETFs and other inventory
management activities.

 

On 8 October 2025 and 26 November 2025, following an application by the Group:

 

(i)   the Executive confirmed that dealings in relevant securities of Hang
Seng Bank under the Market Making Activities by members of the Group in their
capacity as the market maker or participating dealer will not have
implications on the minimum level of consideration at which the Proposal is
required to be made under Rule 23 and 24 of the Takeovers Code; and

 

(ii)   the Executive granted its consent to the sale of any securities of
Hang Seng Bank by members of the Group in their capacity as the market maker
or participating dealer in the course of the Market Making Activities during
the offer period in respect of the Proposal without the need to give 24-hours'
public notice prior to such sales under Rule 21.2 of the Takeovers Code.

 

Passive Index-Tracking Funds managed by certain members of the Group

 

Certain members of the Group, in their ordinary course of business, act as
fund managers to certain passive index tracking funds in which the shares in
Hang Seng Bank are included as constituent stock, and conduct dealings in the
relevant securities of Hang Seng Bank in such capacity.

 

On 29 September 2025, following an application by the Group:

 

(i)   the Executive confirmed that dealings in the relevant securities of
Hang Seng Bank by members of the Group in their capacity as the fund managers
of such passive index tracking funds will not have implications on the minimum
level of consideration at which the Proposal is required to be made under Rule
23 and 24 of the Takeovers Code; and

 

(ii)   the Executive granted its consent to the sale of any securities of
Hang Seng Bank by members of the Group in their capacity as the fund managers
of such passive index tracking funds during the offer period in respect of the
Proposal without the need to give 24-hours' public notice prior to such sales
under Rule 21.2 of the Takeovers Code.

 

Dealings as executor and discretionary trustee of a deceased's estate

 

Certain member of the Group, in its ordinary course of business, provides
trustee and fiduciary services for clients, including acting as the executor
and discretionary trustee of a deceased's estate. In performing its role, such
member of the Group may conduct dealings in the relevant securities of Hang
Seng Bank in such capacity.

 

On 11 November 2025, following an application by the Group, the Executive
granted its consent to the sale of shares of Hang Seng Bank by such member of
the Group (in its capacity as the executor and discretionary trustee of a
deceased's estate), where shares in the Hang Seng Bank are part of a
deceased's estate and such member of the Group has decided that selling those
shares will be in the interest of the beneficiaries to such deceased's estate,
without the need to give 24-hours' public notice prior to such sales under
Rule 21.2 of the Takeovers Code; provided that none of the deceased or
beneficiaries are any of HSBC Asia Pacific or parties acting in concert with
HSBC Asia Pacific.

 

If there is any material change to the information provided and
representations made, the Group will inform the Executive immediately to
determine whether the Relevant Consents remain valid.

 

The Group may seek additional consents or confirmations from the Executive for
other ordinary course dealings in the relevant securities of Hang Seng Bank,
depending on the business needs of the Group and the relevant specific
circumstances of each case. If additional consents or confirmations have been
granted by the Executive, further announcement(s) will be made by the Company
as and when required under the Takeovers Code and other applicable laws and
regulations.

 

For and on behalf of

HSBC Holdings plc

 

 

Aileen Taylor

Company Secretary

The board of directors of the Company 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

 

 

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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