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 December
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.
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
(Hong
Kong Stock Code: 5)
|
Hang Seng Bank Limited
(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 AND
(2) PROPOSED
WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES DESPATCH OF THE
SCHEME DOCUMENT
|
Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific (in alphabetical order)
|
Financial Adviser to Hang Seng Bank
|
|
BofA Securities Goldman
Sachs
|
Morgan Stanley
|
|
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
|
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 (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 "Scheme"); (ii) 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; (iii) the announcement dated 27 November
2025 jointly issued by HSBC Holdings, HSBC Asia Pacific and Hang
Seng Bank providing a monthly update on the status and progress in
connection with the Proposal and the Scheme; and (iv) the composite
scheme document dated 15 December 2025 jointly issued by HSBC
Holdings, HSBC Asia Pacific and Hang Seng Bank in relation to the
Proposal and the Scheme (the "Scheme
Document"). Unless otherwise
defined herein, capitalised terms used in this announcement shall
have the same meanings as those defined in the
Scheme Document.
DESPATCH OF THE SCHEME DOCUMENT
The Scheme Document together with
the notices of the Hang Seng Bank
Court Meeting and the Hang Seng Bank General Meeting to
be held on Thursday, 8 January 2026 and the relevant forms of proxy
will be despatched to the Hang Seng Bank Shareholders on Monday, 15
December 2025.
The
Scheme Document contains, among other things, further details of
the Proposal and the Scheme, the expected timetable, the
explanatory statement of the Scheme as required under
the Companies Ordinance, financial information of
the Hang Seng Bank Group, general information regarding
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank, the letters
from the Hang Seng Bank Board, the Hang Seng Bank IBC and the Hang
Seng Bank IFA, a notice of the Hang Seng Bank Court Meeting and a
notice of the Hang Seng Bank
General Meeting.
RECOMMENDATIONS OF THE HANG SENG BANK IBC AND THE HANG SENG BANK
IFA
The
Hang Seng Bank IBC, comprising Cordelia Chung, Clement Kwok King
Man, Patricia Lam Sze Wan, Lin Huey Ru and Wang Xiao Bin, has been
established by the Hang Seng Bank Board to make a recommendation to
the Code Disinterested Shareholders in respect of the Proposal and
the Scheme, as required by the Takeovers Code.
Hang
Seng Bank has, with the approval of the Hang Seng Bank IBC,
appointed Somerley as the Hang Seng Bank IFA to advise the Hang
Seng Bank IBC in connection with the Proposal and the
Scheme.
The
Hang Seng Bank IFA has advised the Hang Seng Bank IBC that it
considers the Proposal and the Scheme are fair and reasonable so
far as the Code Disinterested Shareholders are concerned and
accordingly advises the Hang Seng Bank IBC to recommend, and the
Hang Seng Bank IFA itself recommends, the Code Disinterested
Shareholders to vote in favour of the relevant resolutions to be
proposed at the Hang Seng Bank Court Meeting and the Hang Seng Bank
General Meeting to approve and implement the Proposal and the
Scheme.
The
Hang Seng Bank IBC, having considered the terms of the Proposal and
the Scheme and having taken into account the advice of
the Hang Seng Bank IFA, and in particular the principal factors,
reasons and recommendation set out in its letter, concurs with the
Hang Seng Bank IFA's advice that the Proposal and the Scheme are
fair and reasonable so far as the Code Disinterested Shareholders
are concerned.
Accordingly,
the Hang Seng Bank IBC recommends the Code Disinterested
Shareholders to vote in favour of the relevant resolutions to be
proposed at the Hang Seng Bank Court Meeting and the Hang Seng Bank
General Meeting to approve and implement the Proposal and the
Scheme.
The
Hang Seng Bank IBC concurs with the Hang Seng Bank IFA's view that
in addition to Scheme Shareholders who support the Scheme, there
may be Scheme Shareholders who do not wish to give up their
shareholdings and that if all the Conditions, including necessary
shareholder approval levels and the sanction of the Scheme by the
High Court, are satisfied or
(if applicable) waived on
or before the Conditions Long Stop Date,
the Scheme will become binding and effective on Hang Seng
Bank and all Scheme Shareholders, irrespective
of whether or not
such Scheme Shareholders attended or voted at
the Hang Seng Bank Court Meeting and/or the
Hang Seng Bank General Meeting. The Hang Seng
Bank IBC also concurs with the Hang Seng Bank IFA's view
that such shareholder approval levels are demanding and will
reflect a strong majority view of Scheme Shareholders if achieved
(noting that the approximately 1,188 million Hang Seng Bank Shares
held beneficially by HSBC Asia Pacific (along with certain other
minor holdings) will not be voted at the Hang Seng Bank Court
Meeting).
Code
Disinterested Shareholders should consider carefully the terms of
the Proposal and the Scheme and are recommended to read (i) the
letter from the Hang Seng Bank Board, (ii) the letter from the Hang
Seng Bank IFA, (iii) the letter from the Hang Seng Bank IBC and
(iv) the explanatory statement, each contained in the Scheme
Document before deciding how to vote at the Hang Seng Bank Court
Meeting and the Hang Seng Bank General Meeting. Code Disinterested
Shareholders are recommended to consult their own professional
advisers if they are in any doubt.
HANG SENG BANK COURT MEETING AND HANG
SENG BANK GENERAL MEETING
In
accordance with the directions of the High Court, the Hang Seng
Bank Court Meeting will be held at 10:30 a.m. on Thursday, 8
January 2026 in the form of a hybrid meeting at Grand Ballroom,
16/F, Hopewell Hotel, 15 Kennedy Road, Wan Chai, Hong Kong and via
the Court Meeting Online Platform, using any smart phone, tablet
device or computer. The Hang Seng Bank General Meeting will be held
at the same place and via the General Meeting Online Platform, and
on the same date at 11:00 a.m. (or immediately after the conclusion
or adjournment of the Hang Seng Bank Court Meeting).
The
High Court has directed that the Hang Seng Bank Court Meeting be
convened for the purpose of considering and,
if thought fit, approving, with or without
modification, the Scheme.
Immediately after
the Hang Seng Bank Court Meeting has been concluded or adjourned,
the Hang Seng Bank General Meeting will be held for the Hang Seng
Bank Shareholders to consider and, if thought fit, pass a special
resolution to approve and give effect to the Proposal and the
Scheme, including the approval of the reduction of the share
capital of Hang Seng Bank by cancelling and extinguishing the
Scheme Shares and the allotment and issue to HSBC Asia Pacific (or
its nominee) of such number of new Hang Seng Bank Shares as is
equal to the number of the Scheme Shares cancelled and
extinguished.
Notices
of the Hang Seng Bank Court Meeting and the Hang Seng Bank General
Meeting are contained in the Scheme Document, and are available on
the websites of the Hong Kong Stock Exchange and Hang Seng
Bank.
Hang
Seng Bank, HSBC Asia Pacific and HSBC Holdings will make a joint
announcement in relation to the results of the Hang Seng Bank Court
Meeting and the Hang Seng Bank General Meeting no later than 7:00
p.m. on Thursday, 8 January 2026.
CLOSURE OF REGISTER OF MEMBERS
Hang Seng Bank Court Meeting and Hang Seng Bank
General Meeting
For
the purpose of determining the entitlements of the Scheme
Shareholders to attend and vote at the Hang Seng Bank Court Meeting
and the entitlements of the Hang
Seng Bank Shareholders to attend and vote at the
Hang Seng Bank General Meeting, the register of members
of Hang Seng Bank will be closed from Monday, 5 January 2026 to
Thursday, 8 January 2026 (both days inclusive) (or such other dates
as may be notified by Hang Seng Bank by way of announcement(s)),
and during such period, no transfer of Hang Seng Bank Shares will
be effected.
In
order to qualify to vote at the Hang Seng Bank Court Meeting or the
Hang Seng Bank General
Meeting, all transfers of share ownership
accompanied by the relevant share certificates must be lodged with the Share Registrar at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road
East, Wan Chai, Hong Kong before 4:30 p.m. on Friday, 2 January
2026.
Registration and payment of the
Scheme Consideration
Assuming
that the Scheme Record Date falls on Friday, 23 January 2026, it is
proposed that the register of members of Hang Seng Bank will be
closed from Tuesday, 20 January 2026 (or such other date as Hang
Seng Bank Shareholders may be notified by an announcement) onwards
in order to determine entitlements to the Scheme Consideration
under the Scheme.
In
order to qualify for entitlements to the Scheme Consideration under
the Scheme, Scheme Shareholders should ensure that the transfers of
Hang Seng Bank Shares to them are lodged with the Share Registrar
at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road
East, Wan Chai, Hong Kong for registration in their names or in the
names of their nominees no later than 4:30 p.m. (Hong Kong time) on
Monday, 19 January 2026.
CONDITIONS OF THE PROPOSAL
The Proposal will be implemented, and
the Scheme will become binding and effective on
Hang Seng Bank and all the Scheme Shareholders,
subject to
the satisfaction or (if applicable) waiver of
the Conditions on or before the Conditions Long Stop Date as
described in the section headed "5. Conditions
of the Proposal " in the
Explanatory Statement set out on pages 96 to 100 of the Scheme
Document.
All
of the Conditions will have to be satisfied or (if applicable)
waived, on or before the Conditions Long Stop Date, otherwise the
Scheme will not become binding and effective and will lapse subject
to the requirements of the Takeovers Code.
If
all the Conditions are satisfied or (if applicable) waived on or
before the Conditions Long Stop Date, the Scheme will become
binding and effective on Hang Seng Bank and all of the Scheme
Shareholders on the Scheme Effective Date, which is expected to be
on Monday, 26 January 2026, irrespective of whether or not such
Scheme Shareholders attended or voted at the Hang Seng Bank Court
Meeting and/or the Hang Seng Bank General Meeting, and the listing
of the Hang Seng Bank Shares on the Hong Kong Stock Exchange is
expected to be withdrawn at 4:00 p.m. on Tuesday, 27 January 2026
pursuant to Rule 6.15(2) of the Hong Kong Listing
Rules.
If
all the resolutions are passed at the Hang Seng Bank Court Meeting
and the Hang Seng Bank General Meeting, further
announcement(s) will be
made regarding the Proposal in relation
to, among other things, the results of the hearing of the petition
for the sanction of the Scheme by the High Court, the Scheme
Effective Date and the date of the withdrawal of the listing of
Hang Seng Bank Shares from the Hong Kong Stock Exchange, in
accordance with the requirements of the Takeovers Code and the Hong
Kong Listing Rules.
EXPECTED TIMETABLE
The
timetable set out below is indicative only and is subject to
change. Any changes to the timetable will be jointly announced by
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank. Unless
otherwise specified, all times and dates refer to Hong Kong local
times and dates.
Hong Kong time and date
Date
of despatch of the Scheme
Document...............................................................................................
Monday, 15 December 2025
Latest
time for lodging transfers of Hang Seng Bank Shares
in
order to qualify for entitlement to attend and vote at the Hang
Seng Bank Court Meeting and the
Hang Seng Bank General Meeting (Note 1).................................................................
4:30 p.m. on Friday,
2
January 2026
Register
of members of Hang Seng Bank closed for determining
entitlement
to attend and vote at the
Hang
Seng Bank Court Meeting and the Hang Seng
Bank General Meeting (Note 2)..................................................................
Monday, 5 January 2026 to
Thursday,
8 January 2026
(both
days inclusive)
Latest
time for lodging forms of proxy in respect of:
● Hang
Seng Bank Court Meeting (Note 3).................................................
10:30 a.m.
on Tuesday,
6
January 2026
● Hang
Seng Bank General Meeting (Note 3)..............................................
11:00 a.m.
on Tuesday,
6
January 2026
Meeting Record Time (Note 4)
4:30 p.m. on Tuesday,
6
January 2026
Hang Seng Bank Court
Meeting (Notes
3
and 5)....................................................
10:30 a.m.
on Thursday,
8
January 2026
Hang Seng Bank General
Meeting (Notes
3
and 5).................................................. 11:00
a.m. on Thursday,
8 January 2026 (or
immediately after the conclusion or adjournment of the Hang
Seng Bank Court Meeting)
Announcement
of the results of the Hang Seng Bank
Court
Meeting and the Hang Seng Bank General Meeting
posted
on the website of the Hong Kong
Stock Exchange.............................................
no later than 7:00 p.m. on
Thursday,
8 January 2026
Expected
latest time for trading of Hang Seng Bank Shares
on
the Hong Kong
Stock Exchange............................................................................
4:10 p.m. on Wednesday,
14
January 2026
Latest
time for lodging transfers of Hang Seng Bank Shares in order to
qualify for entitlements to the Scheme
Consideration
under
the Scheme...............................................................................
4:30 p.m. on Monday,
19
January 2026
Register
of members of Hang Seng Bank closed for determining entitlements to
the Scheme Consideration under the
Scheme (Note 6)................................................................................
From Tuesday,
20
January 2026 onwards
High
Court hearing of the petition for the sanction
of the
Scheme (Note 7)...............................................................................
10:00 a.m.
on Friday,
23
January 2026
Announcement
of (1) the results of the High Court hearing for the
petition
for
the sanction of the Scheme, (2) the
expected
Scheme Effective Date and (3) the expected date of the
withdrawal
of the listing of Hang Seng Bank Shares on the Hong Kong Stock
Exchange posted on the website
of
the Hong Kong
Stock Exchange........................................................................
no later than 7:00 p.m. on
Friday,
23 January 2026
Scheme
Record Date...................................................................................................................
Friday, 23 January 2026
Scheme Effective
Date (Notes 7
and 10).........................................................
Monday, 26
January 2026
Announcement
of (1) the Scheme Effective Date and (2)
the
withdrawal of the listing of Hang Seng Bank Shares on
the
Hong
Kong Stock Exchange posted on the website
of
the Hong Kong
Stock Exchange.............................................................................
Monday, 26 January 2026
The
withdrawal of the listing of Hang Seng Bank Shares
on the
Hong Kong Stock Exchange becomes
effective (Note 7)..............................
4:00 p.m. on Tuesday,
27
January 2026
Latest
time for (1) despatch of cheques for the payment of
the
Scheme
Consideration to Scheme Shareholders (other than
HKSCC
Nominees) and (2) payment of the Scheme
Consideration
to HKSCC Nominees by
electronic bank
transfer (Notes 8, 9
and 10)........................................................... On
or before Wednesday,
4
February 2026
Notes:
1. If
you are a Hang Seng Bank ADS Holder and wish to attend and/or vote
at the Hang Seng Bank Court Meeting and/or the Hang Seng Bank
General Meeting (whether in person, via the Online Platform(s) or
by proxy), you must elect to become a Scheme Shareholder and/or
Hang Seng Bank Shareholder by surrendering some or all of your Hang
Seng Bank ADSs to the Depositary and withdrawing the Hang Seng Bank
Shares represented by such Hang Seng Bank ADSs in accordance with
the terms and conditions of the Hang Seng Bank ADS Deposit
Agreement in order to become a Scheme Shareholder and/or Hang Seng
Bank Shareholder prior to 4:30 p.m. (Hong Kong time) on Friday, 2
January 2026 and to remain as a Scheme Shareholder and/or Hang Seng
Bank Shareholder at the Meeting Record
Time.
2. The register of members of
Hang Seng Bank will be closed
during such period for
the purpose of determining entitlements of the
Scheme Shareholders to attend and vote at the Hang Seng Bank Court
Meeting and of the Hang Seng Bank Shareholders to attend and vote
at the Hang Seng Bank General Meeting. For the avoidance of doubt,
this period of closure is not for determining entitlements to the
Scheme Consideration under the Scheme.
3. The pink form
of proxy in respect of the Hang Seng Bank Court Meeting and
the white form
of proxy in respect of the Hang Seng Bank General Meeting should be
completed and signed in accordance with the instructions
respectively printed thereon and should be lodged at the Share
Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan
Chai, Hong Kong by the times and dates stated above.
The pink form
of proxy for use at the Hang Seng Bank Court Meeting and
the white form
of proxy for use at the Hang Seng Bank General Meeting must be
lodged no later than the times and date stated above in order for
them to be valid. Completion and return of a form of proxy for the
Hang Seng Bank Court Meeting and/or the Hang Seng Bank General
Meeting will not preclude a Scheme Shareholder and/or a Hang Seng
Bank Shareholder from attending and voting (whether in person or
via the Online Platform(s)) at the relevant meeting or at any
adjourned meeting thereof if such Scheme Shareholder and/or Hang
Seng Bank Shareholder shall subsequently so wish, and in such
event, any proxy appointment made by that Scheme Shareholder and/or
Hang Seng Bank Shareholder will be deemed to be
revoked.
4.
A specific time, being 4:30 p.m. on 6 January 2026, has been set as
the Meeting Record Time in order to determine more precisely the
entitlement of holders of the Code Disinterested Shares and of the
Ordinance Disinterested Shares to attend and vote at the Hang Seng
Bank Court Meeting.
5. If
Typhoon Signal No. 8 or above is or is expected to be hoisted or a
Black Rainstorm Warning Signal or "Extreme Conditions" after super
typhoons or other adverse weather conditions announced by the
HKSAR Government is or is expected to be in
force at any time between 7:00 a.m. and 1:00 p.m. on
Thursday, 8 January 2026, the Hang Seng Bank Court Meeting and the
Hang Seng Bank General Meeting will be adjourned and the Hang Seng
Bank Shareholders will be informed of the date, time and venue of
the adjourned meetings by a supplementary notice to be posted on
Hang Seng Bank's website (www.hangseng.com) and
the website of HKEX (www.hkexnews.hk). The
Hang Seng Bank Court Meeting and the Hang Seng Bank
General Meeting will be held as scheduled when
a Typhoon Signal No. 3 or below is hoisted or an Amber or
Red Rainstorm Warning Signal is in force. Hang Seng
Bank Shareholders should carefully consider the risk of physical
attendance at the Hang Seng Bank Court Meeting and the Hang Seng
Bank General Meeting under bad weather conditions having regard to
their personal circumstances and if they should choose to do so,
they are advised to exercise due care
and caution.
6. The register of members of
Hang Seng Bank will be closed
during such period for
the purpose of determining the Scheme Shareholders
who are qualified for the entitlements to the Scheme Consideration
under the Scheme.
7. The
High Court hearing will be held at the High Court at the High Court
Building, 38 Queensway, Hong Kong. Subject to the Conditions having
been satisfied or (if applicable) waived on or before the
Conditions Long Stop Date, the Scheme shall become binding and
effective as soon as an office copy of the order of the High Court
sanctioning the Scheme (with or without modification) and
confirming the reduction of the share capital of Hang Seng Bank
provided for by the Scheme together with a minute and a return that
comply with subsections (2) and (3) of section 230 of the Companies
Ordinance shall have been delivered and registered by the Registrar
of Companies in Hong Kong. If the Proposal becomes unconditional
and the Scheme becomes binding and effective, it is expected that
the listing of the Hang Seng Bank Shares on the Hong Kong Stock
Exchange will be withdrawn at 4:00 p.m. on Tuesday, 27 January
2026.
8. Cheques
for the payment of the Scheme Consideration to the Scheme
Shareholders (other than HKSCC Nominees), and payment of the Scheme
Consideration to HKSCC Nominees by electronic bank transfer, will
be despatched or made as soon as possible but in any event no later
than the seventh (7th) business day (as defined in the Takeovers
Code) after the Scheme Effective Date, and (if payment is made by
way of cheques) such cheques 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. Your attention is also drawn to the section headed
"15. Registration and payment" in the Explanatory Statement set out
on pages 110 to 112 of the Scheme Document.
9. In
the case of Hang Seng Bank ADSs, the Depositary will receive an
amount in Hong Kong dollars equal to the amount payable in respect
of all the Scheme Shares represented by the Hang Seng Bank ADSs no
later than the seventh (7th) business day (as defined in the
Takeovers Code) after the Scheme Effective Date. Upon receipt, the
Depositary will convert such funds into US dollars and thereafter
pay to the Hang Seng Bank ADS Holders as a payment in US dollars in
proportion to the number of Hang Seng Bank ADSs held by such Hang
Seng Bank ADS Holders, in accordance with the Hang Seng Bank ADS
Deposit Agreement.
10. If
any severe weather condition is in force in Hong Kong: (a) at any
time before 12:00 p.m. but no longer in force at or after 12:00
p.m. on the Scheme Effective Date or the latest date to despatch
cheques for the payment of the Scheme Consideration under the
Scheme, the Scheme Effective Date or the latest date to despatch
cheques (as the case may be) will remain on the same day; or (b) at
any time at or after 12:00
p.m. on the Scheme Effective Date or the latest date to despatch
cheques for the payment of the Scheme Consideration under the
Scheme, the Scheme Effective Date or the latest date to despatch
cheques (as the case may be) will be rescheduled to the following
business day which does not have any of those warnings in force at
12:00 p.m. and/or thereafter (or another business day thereafter
that does not have any severe weather condition at 12:00 p.m. or
thereafter). For the purpose of this note, "severe weather" refers
to the scenario where a tropical cyclone warning signal number 8 or
above is hoisted, a black rainstorm warning and/or the "Extreme
Conditions" warning as announced by the Hong Kong Government is/are
in force in Hong Kong. Further announcement(s) will be made if
there is any change to the expected timetable as a result of any
severe weather.
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†,
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
The
Scheme Document can be viewed through the link below:
http://www.rns-pdf.londonstockexchange.com/rns/5472L_1-2025-12-14.pdf
Hong
Kong, 15 December 2025
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
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
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:
15 December 2025
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