REG - HSBC Holdings PLC - Monthly update on privatisation of Hang Seng Bank

HSBC HoldingsAnnouncement

27/11/2025 08:30

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RNS Number : 2561J  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.

 

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           Hang Seng Bank Limited

 (Hong Kong Stock Code: 5)   (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  Financial Adviser to Hang Seng Bank

 (in alphabetical order)

 BofA Securities           Goldman Sachs                          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                                    For and on behalf of

 HSBC Holdings plc                                       Hang Seng Bank Limited

 Brendan Nelson                                          Edward Cheng Wai Sun

 Group Chairman                                          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                                                               Hang Seng Bank Limited

 Registered Office and Group Head Office:                                        恒生銀行有限公司

 8 Canada Square, London E14 5HQ, United Kingdom                                 Registered Office and Head Office: 83 Des Voeux Road Central, Hong Kong

 Web: www.hsbc.com                                                               Incorporated in Hong Kong with limited liability

 Incorporated in England and Wales with limited liability. Registration number
 617987

 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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