REG - HSBC Holdings PLC - Privatisation of Hang Seng Bank- Court Sanction

HSBC HoldingsAnnouncement

23/01/2026 08:30

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RNS Number : 1523Q  HSBC Holdings PLC  23 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)  SANCTION OF THE SCHEME BY THE HIGH COURT

(3)  EXPECTED EFFECTIVE DATE OF THE SCHEME

AND

(4)  EXPECTED DATE OF 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)

                                                                  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

 

 

 

 SANCTION OF THE SCHEME

 The Scheme was sanctioned without modification by the High Court at the court
 hearing held on Friday, 23 January 2026. The Capital Reduction (as defined
 below) was also confirmed by the High Court on the same day at the same
 hearing.

 EXPECTED EFFECTIVE DATE OF THE SCHEME

 The Scheme is expected to become binding and effective on Monday, 26 January
 2026. A further announcement will be made when the Scheme has become binding
 and effective.

 EXPECTED DATE OF WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

 Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong
 Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank
 Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on
 Tuesday, 27 January 2026, subject to the Scheme becoming binding and
 effective.

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"); and (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").

 

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

 

SANCTION    OF    THE    SCHEME    AND    CONFIRMATION
OF    THE    CAPITAL REDUCTION

 

The Scheme was sanctioned without modification by the High Court at the court
hearing held on Friday, 23 January 2026. The reduction of the issued share
capital of Hang Seng Bank involved in the Scheme (the "Capital Reduction") was
also confirmed by the High Court on the same day at the same hearing.

 

The High Court made an order on Friday, 23 January 2026 (the "Order"), among
others, sanctioning the Scheme under section 673 of the Companies Ordinance
and confirming the Capital Reduction under section 229 of the Companies
Ordinance. It is expected that an office copy of the Order, together with the
minute (the "Minute") approved by the High Court and the return (the "Return")
(each containing particulars required under section 230 of the Companies
Ordinance) will be delivered to the Registrar of Companies in Hong Kong for
registration on Monday, 26 January 2026.

 

EXPECTED EFFECTIVE DATE OF THE SCHEME

 

As at the date of this joint announcement, (i) Conditions (a) and (b) have
been satisfied; and (ii) Conditions (e) to (i) have been satisfied (but
subject to their ongoing satisfaction or (if applicable) waiver). Subject to
the satisfaction of Conditions (c) and (d) relating to the registration of the
Order, the Minute and the Return by the Registrar of Companies in Hong Kong
and the ongoing satisfaction or (if applicable) waiver of Conditions (e) to
(i), the Scheme is expected to become binding and effective on Monday, 26
January 2026. As at the date of this joint announcement, none of HSBC Asia
Pacific, HSBC Holdings and Hang Seng Bank is aware of any facts or
circumstances which would lead to such Conditions not being fulfilled.

 

A further announcement will be made when the Scheme has become binding and
effective.

 

EXPECTED  DATE  OF WITHDRAWAL OF LISTING  OF HANG  SENG  BANK SHARES

 

Hang Seng Bank has applied to the Hong Kong Stock Exchange for, and the Hong
Kong Stock Exchange has approved, the withdrawal of listing of Hang Seng Bank
Shares from the Hong Kong Stock Exchange with effect from 4:00 p.m. on
Tuesday, 27 January 2026, subject to the Scheme becoming binding and
effective.

 

GENERAL

 

For further information in respect of the expected timetable of the Proposal
and the Scheme, please refer to the remaining expected events and the
corresponding expected dates and times in the section headed "Expected
Timetable" in the Poll Results Announcement.

 

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 or registered institution in securities, bank manager,
solicitor, professional accountant 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(†), 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, 23 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

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

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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