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 November
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
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
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:
27 November 2025
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