REG - HSBC Holdings PLC - Privatisation of Hang Seng Bank- Scheme Effective

HSBC HoldingsAnnouncement

26/01/2026 08:30

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RNS Number : 3330Q  HSBC Holdings PLC  26 January 2026

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

(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

(2) EFFECTIVE DATE OF THE SCHEME

(3) DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

AND

(4) PAYMENT OF SCHEME CONSIDERATION

 

 Joint Financial Advisers to HSBC Holdings and HSBC Asia Pacific  Financial Adviser to Hang Seng Bank

 (in alphabetical order)

                                                                  Morgan Stanley

 BofA Securities           Goldman Sachs

 Financial Adviser to HSBC Asia Pacific                           Independent Financial Adviser to the Hang Seng Bank IBC

 The Hongkong and Shanghai Banking Corporation Limited            Somerley Capital Limited

 

 

INTRODUCTION

 

Reference is made to (i) the composite scheme document dated 15 December 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") in relation to the Proposal and the Scheme (the
"Scheme Document"); (ii) the joint announcement dated 8 January 2026 jointly
issued by HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among
others, the results of the Hang Seng Bank Court Meeting and the Hang Seng Bank
General Meeting (the "Poll Results Announcement"); and (iii) the joint
announcement dated 23 January 2026 jointly issued by HSBC Holdings, HSBC Asia
Pacific and Hang Seng Bank regarding, among others, the sanction of the Scheme
by the High Court (the "Sanction Announcement").

 

Unless otherwise defined herein, terms defined in the Scheme Document and
Sanction Announcement shall have the same meanings when used in this joint
announcement.

 

EFFECTIVE DATE OF THE SCHEME

 

As disclosed in the Sanction Announcement, the Scheme was sanctioned without
modification by the High Court at the court hearing held on Friday, 23 January
2026. The Capital Reduction was also confirmed by the High Court on the same
day at the same hearing. An office copy of the Order, together with the Minute
and the Return were registered by the Registrar of Companies in Hong Kong on
Monday, 26 January 2026.

 

All the Conditions of the Scheme set out in the section headed "5. Conditions
of the Proposal" in the Explanatory Statement set out on pages 96 to 100 of
the Scheme Document have been satisfied and the Scheme became binding and
effective on Monday, 26 January 2026 (being the Scheme Effective Date).

 

WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

 

Pursuant to the approval of the Hong Kong Stock Exchange, the listing of Hang
Seng Bank Shares on the Hong Kong Stock Exchange will be withdrawn at 4:00
p.m. on Tuesday, 27 January 2026.

 

PAYMENT OF SCHEME CONSIDERATION

 

The Scheme Consideration per Scheme Share will be paid to the Scheme
Shareholders whose names appeared on the register of members of Hang Seng Bank
on the Scheme Record Date as soon as possible but in any event no later than
the seventh (7th) business day (as defined in the Takeovers Code) from the
Scheme Effective Date. Payment of the Scheme Consideration will be made by or
on behalf of HSBC Asia Pacific (including by HSBC Holdings on behalf of HSBC
Asia Pacific) to the Scheme Shareholders (other than HKSCC Nominees) by way of
cheque and to HKSCC Nominees by electronic bank transfer. The cheques for the
payment of the Scheme Consideration to the Scheme Shareholder (other than
HKSCC Nominees) are expected to be despatched, and payment of the Scheme
Consideration to HKSCC Nominees by electronic bank transfer is expected to be
made, on or before Wednesday, 4 February 2026.

 

All such cheques for payment of the Scheme Consideration will be despatched by
ordinary post in postage pre-paid envelopes addressed to the Scheme
Shareholders (other than HKSCC Nominees) at their respective addresses as
appearing in the register of members of Hang Seng Bank as at the Scheme Record
Date or, in the case of joint holders, at the address appearing in the
register of members of Hang Seng Bank as at the Scheme Record Date of the
joint holder whose name then stands first in the register of members of Hang
Seng Bank in respect of the relevant joint holding. All such cheques shall be
posted at the risk of the addressees and none of HSBC Holdings, HSBC Asia
Pacific, Hang Seng Bank, BofA Securities, Goldman Sachs, HSBC Asia Pacific FA,
Morgan Stanley, the Depositary (or any of its designees), the Hang Seng Bank
IFA and the Share Registrar and their respective directors, employees,
officers, agents, advisers, associates and affiliates and any other persons
involved in the Proposal shall be responsible for any loss or delay in the
despatch of the same.

 

 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(†), Wei Sun Christianson(†), 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, 26 January 2026

HSBC Holdings plc

Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ,

United Kingdom

Web: www.hsbc.com (http://www.hsbc.com/)

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

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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