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
DISCLOSURE OF SUPPLEMENTAL INFORMATION UP TO LATEST PRACTICABLE
DATE OF THE SCHEME DOCUMENT
|
Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in alphabetical order)
BofA Securities
Goldman Sachs
|
Financial Adviser to Hang Seng Bank
Morgan Stanley
|
|
Financial Adviser to HSBC Asia Pacific
The Hongkong and Shanghai Banking Corporation Limited
|
Independent Financial Adviser to the
Hang Seng Bank IBC
Somerley Capital Limited
|
INTRODUCTION
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 "Scheme") (the "Proposal"); (ii)
the announcement dated 15 December 2025 jointly issued by
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank in relation to,
among others, the despatch of the Scheme Document; and (iii) 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.
As
disclosed in the Scheme Document, certain information in relation
to the holdings of, and dealings by, the HSBC Group (including HSBC
Asia Pacific and the Hang Seng Bank Group), BofA Securities and
Goldman Sachs (as the joint financial advisers to HSBC Holdings and
HSBC Asia Pacific in respect of the Proposal) in Hang
Seng Bank Shares and
other relevant securities of Hang Seng
Bank was provided as at, or for the relevant period up
to, 10 December 2025, being the latest practicable date prior to
the publication of the Scheme Document for the purposes of
ascertaining such information.
Following the despatch of
the Scheme Document, HSBC Holdings, HSBC
Asia Pacific and Hang Seng Bank wish to provide
shareholders of and/or potential investors in Hang Seng Bank with
updated information regarding the relevant holdings of, and
dealings by, the HSBC Group (including HSBC Asia Pacific and the
Hang Seng Bank Group), BofA Securities and Goldman Sachs in Hang
Seng Bank Shares and other relevant securities of Hang Seng Bank as
at, or for the relevant period up to, 12 December 2025, being the
Latest Practicable Date set out in the Scheme
Document.
DISCLOSURE OF INTERESTS IN RESPECT OF HANG SENG
BANK SHARES
Shareholding structure
of Hang Seng Bank as of the Latest Practicable Date and effect of
the Proposal and the
Scheme
As
at 12 December 2025 (being the Latest Practicable Date), other than
the issued share capital of Hang Seng Bank comprising 1,872,937,536
Hang Seng Bank Shares (including the Hang Seng Bank Shares
represented by the Hang Seng Bank ADSs), there were no other
relevant securities issued by Hang Seng Bank.
As
at 12 December 2025 (being the Latest Practicable Date), save for
the Hang Seng Bank ADSs, Hang Seng Bank had no outstanding options,
warrants, derivatives or securities convertible into Hang Seng Bank
Shares and no relevant securities (as defined in Note 4 to Rule 22
of the Takeovers Code) in issue other than its total issued share
capital of 1,872,937,536 Hang Seng Bank Shares (of which 4,080,454
Hang Seng Bank Shares were represented by Hang Seng Bank
ADSs).
Assuming that
there is no change in the number of Hang Seng
Bank Shares and
no change in the holdings of Hang Seng Bank
Shares from 12 December 2025 up to and including the Scheme
Effective Date, the table below sets out the shareholding
structures of Hang Seng Bank as at 12 December 2025 (being the
Latest Practicable Date) and immediately upon the Scheme becoming
binding and effective:
|
Hang Seng Bank Shareholders
|
As at 12 December 2025
(being the Latest Practicable Date)
|
Immediately upon the Scheme becoming binding and
effective
|
||
|
|
Number of Hang Seng Bank
Shares
|
Approximate %
(Note 11)
|
Number of Hang Seng Bank
Shares
|
Approximate %
(Note 11)
|
|
HSBC Asia Pacific (with
respect to the HSBC Asia
Pacific Non-Scheme Shares) (Notes 1 and 9)
|
1,188,057,371
|
63.4328
|
1,872,937,536
|
100
|
|
HSBC Group discretionary fund managers, asset
managers and principal
traders, and other
entities (Note 6)
|
17,544,205
|
0.9367
|
-
|
-
|
|
Kathleen Gan Chieh Huey (Note 2)
|
2,500
|
0.0001
|
-
|
-
|
|
David Gordon Eldon (Note 3)
|
300
|
0.0000
|
-
|
-
|
|
The close
relatives and controlled entities of Kuok Khoon Chen (Note 4)
|
5,148,634
|
0.2749
|
-
|
-
|
|
Camay Wong (Note 5)
|
4,514
|
0.0002
|
-
|
-
|
|
BofA Securities (Note 7)
|
10,217
|
0.0005
|
-
|
-
|
|
Goldman Sachs (Note 7)
|
21
|
0.0000
|
-
|
-
|
|
Aggregate number of Hang
Seng Bank Shares held by HSBC Asia
Pacific and HSBC Asia Pacific
Concert Parties
|
1,210,767,762
|
64.6454
|
1,872,937,536
|
100
|
|
Luanne Lim Hui Hung (Note 8)
|
2,000
|
0.0001
|
-
|
-
|
|
Other
Code Disinterested
Shareholders
|
662,167,774
|
35.3545
|
-
|
-
|
|
Aggregate
number of Hang Seng Bank Shares
held by Code
Disinterested Shareholders
|
662,169,774
|
35.3546
|
-
|
-
|
|
Total number
of Scheme Shares (Note 9)
|
684,880,165
|
36.5672
|
-
|
-
|
|
Including: Ordinance
Disinterested Shares
(Note 10)
|
667,335,960
|
35.6304
|
|
|
|
Total number of Hang Seng Bank Shares
|
1,872,937,536
|
100
|
1,872,937,536
|
100
|
Notes:
(1)
Such Hang
Seng Bank Shares represent the strategic shareholding of HSBC Asia
Pacific in Hang Seng Bank, and are held by HSBC Asia Pacific
through its wholly-owned subsidiary, Wayfoong Nominees
Limited.
(2)
Kathleen Gan
Chieh Huey is a director of HSBC Asia Holdings. Therefore, Ms. Gan
is an HSBC Asia Pacific Concert Party and is not a Code
Disinterested Shareholder. Kathleen Gan Chieh Huey is also a
non-executive director of Hang Seng Bank.
(3)
David Gordon
Eldon is a director of HSBC Asia Pacific. Therefore, Mr. Eldon is
an HSBC Asia Pacific Concert Party and is not a Code Disinterested
Shareholder.
(4)
Kuok Khoon
Chen is a director of HSBC Asia Pacific. As at 12 December 2025,
(i) Teeku Limited, Rubi Limited and Rightune Limited (each being
companies controlled by Mr. Kuok's related trusts) held an
aggregate of 2,000 Hang Seng Bank Shares; (ii) Alpha Model Limited,
Bright Magic Investments Limited, Kerry Trading Company Limited and
Macromind Investments Limited (each being subsidiaries of Kerry
Group Limited, a company controlled by Mr. Kuok and his close
relatives (within the meaning of the Takeovers Code)) held an
aggregate of 3,118,052 Hang Seng Bank Shares; (iii) certain close
relatives (within the meaning of the Takeovers Code) of Mr. Kuok
held an aggregate of 1,866,582 Hang Seng Bank Shares; and (iv) Dime
Group Limited, Blazing Star International Limited and Magic Pearl
Enterprises Limited (each being companies controlled by related
trusts of Mr. Kuok's close relatives (within the meaning of the
Takeovers Code)) held an aggregate of 162,000 Hang Seng Bank
Shares.
(5)
Camay Wong is
the wife of Dr. Peter Wong Tung Shun, a director of HSBC
Asia Pacific.
(6)
Holdings,
borrowings or lendings of relevant securities in Hang Seng Bank by
discretionary fund managers, asset managers and principal traders
and other entities within the HSBC Group (including but not limited
to HSBC Asia Pacific) reflects the holdings as at 12 December
2025.
Among the 17,544,205 Hang Seng Bank Shares, 1,609,200 Hang Seng
Bank Shares were held by HSBC Asia Pacific, 1,389,650 Hang Seng
Bank Shares were held by HSBC Global Asset Management (UK) Limited,
380,600 Hang Seng Bank Shares were held by HSBC Global Asset
Management (Hong Kong) Limited, 434,493 Hang Seng Bank Shares were
held by HSBC International Trustee Limited, 2,172,469 Hang Seng
Bank Shares were held by HSBC Trustee (Hong Kong) Limited, 298,200
Hang Seng Bank Shares were held by Internationale
Kapitalanlagegesellschaft mbH, 773 Hang Seng Bank Shares were held
by HSBC Nominees (Hong Kong) Limited and 11,258,820 Hang Seng Bank
Shares were held by HSVM, in each case, in the ordinary course of
business of the HSBC Group.
As at 12 December 2025, each of HSBC Global Asset Management (Hong
Kong) Limited, HSBC International Trustee Limited, HSBC Trustee
(Hong Kong) Limited and HSBC Nominees (Hong Kong) Limited was a
subsidiary of HSBC Asia Pacific, while each of HSBC Global Asset
Management (UK) Limited and Internationale
Kapitalanlagegesellschaft mbH was a fellow subsidiary of HSBC Asia
Pacific. As at 12 December 2025, HSVM was a wholly-owned subsidiary
of Hang Seng Bank, and was therefore a majority-owned subsidiary of
HSBC Asia Pacific.
Holdings, borrowings or lendings of relevant securities in Hang
Seng Bank by HSBC Asia Pacific and HSBC Asia Pacific Concert
Parties in this announcement exclude any holdings, borrowings or
lendings on a non-discretionary basis for and on behalf of its
clients. As at 12 December 2025, the HSBC Group (including but not
limited to HSBC Asia Pacific and the Hang Seng Bank Group) held
approximately 387,762,601 Hang Seng Bank Shares on a
non-discretionary basis for and on behalf of its
clients.
(7)
BofA Securities and Goldman Sachs
are joint financial advisers to
HSBC Holdings and HSBC
Asia Pacific in connection with the
Proposal.
BofA Securities, and the members of the BofA Securities group are
presumed to be acting in concert with HSBC Asia Pacific in relation
to Hang Seng Bank under class (5) of the definition of "acting in
concert" under the Takeovers Code (except in respect of Hang Seng
Bank Shares held by exempt principal traders or exempt fund
managers, in each case recognised by the Executive as such for the
purpose of the Takeovers Code, and in respect of Hang Seng Bank
Shares held on behalf of non-discretionary investment clients). The
BofA Securities group (except in respect of Hang Seng Bank Shares
held by exempt principal traders or exempt fund managers, in each
case recognised by the Executive as such for the purpose of the
Takeovers Code, and in respect of Hang Seng Bank Shares held on
behalf of non- discretionary investment clients) held an aggregate
of 10,217 Hang Seng Bank Shares (among which, 2,972 Hang Seng Bank
Shares were held by Managed Account Advisors, LLC, 271 Hang Seng
Bank Shares were held by Merrill Lynch, Pierce, Fenner & Smith
Incorporated in the form of Hang Seng Bank ADSs, and 6,974 Hang
Seng Bank Shares were held by Bank of America, National Association
in the form of Hang Seng Bank ADSs) as at 12 December 2025. As at
12 December 2025, each of Managed Account Advisors, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Bank of America,
National Association was an affiliate of BofA Securities; all were
group companies of Bank of America Corp.
Goldman Sachs, and the members of the Goldman Sachs group are
presumed to be acting in concert with HSBC Asia Pacific in relation
to Hang Seng Bank under class (5) of the definition of "acting in
concert" under the Takeovers Code (except in respect of Hang Seng
Bank Shares held by exempt principal traders or exempt fund
managers, in each case recognised by the Executive as such for the
purpose of the Takeovers Code, and in respect of Hang Seng Bank
Shares held on behalf of non-discretionary investment clients). The
Goldman Sachs group (except in respect of Hang Seng Bank Shares
held by exempt principal traders or exempt fund managers, in each
case recognised by the Executive as such for the purpose of the
Takeovers Code, and in respect of Hang Seng Bank Shares held on
behalf of non-discretionary investment clients) held an aggregate
of 21 Hang Seng Bank Shares (all of which were held by Folio,
Investment Inc. in the form of Hang Seng Bank ADSs) as at 12
December 2025. As at 12 December 2025, Folio, Investment Inc. was a
member of the Goldman Sachs group.
(8)
Luanne Lim
Hui Hung is an executive director and chief executive of Hang Seng
Bank. Ms. Lim's positions with the Hang Seng Bank Group do not
render her an HSBC Asia Pacific Concert Party. Neither do her
current or past positions within the HSBC Group (excluding the Hang
Seng Bank Group) render her an HSBC Asia Pacific Concert Party.
Both Ms. Lim and HSBC Asia Pacific confirm that Ms. Lim is not
acting in concert with HSBC Asia Pacific. Accordingly, the Hang
Seng Bank Shares held by Ms. Lim will form part of the Code
Disinterested Shares. However, in the light of her position held
within the HSBC Group entities, Ms. Lim will abstain from voting at
the Hang Seng Bank Court Meeting in respect of her own beneficial
holdings in the Hang Seng Bank Shares. She confirms that she would
otherwise intend to vote for the Proposal and the Scheme at the
Hang Seng Bank Court Meeting in respect of her own beneficial
holdings in the Hang Seng Bank Shares.
(9)
The HSBC Asia
Pacific Non-Scheme Shares will not form part of the Scheme Shares.
The other Hang Seng Bank Shares in issue as at the Scheme Record
Date (including but not limited to the HSBC Asia Pacific Scheme
Shares and all the Hang Seng Bank Shares held by the HSBC Asia
Pacific Concert Parties) will form part of the Scheme
Shares.
Under the Scheme, part of the issued share capital of Hang Seng
Bank will, on the Scheme Effective Date, be reduced by cancelling
and extinguishing the Scheme Shares. Immediately after such
cancellation and extinguishment, the issued share capital of Hang
Seng Bank will be restored to the amount immediately before such
cancellation and extinguishment by the allotment and issue by Hang
Seng Bank 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 on the Scheme Effective Date. The
reserve created in Hang Seng Bank's books of account as a result of
the capital reduction will be applied in paying up in full the new
Hang Seng Bank Shares so allotted and issued to HSBC Asia Pacific
(or its nominee). The shareholding of HSBC Asia Pacific immediately
upon the Scheme becoming binding and effective represents the HSBC
Asia Pacific Non-Scheme Shares and the aforementioned new Hang Seng
Bank Shares allotted and issued to HSBC Asia Pacific (or its
nominee) as is equal to the number of the Scheme Shares cancelled
and extinguished under the Scheme.
(10)
As of 12
December 2025, there were 667,335,960 Ordinance Disinterested
Shares in issue (representing approximately 35.6304% of the total
issued share capital of Hang Seng Bank), subject to the
qualifications set out in this table.
(11)
All
percentages in the above table are subject to rounding adjustments
and may not add up to 100%.
Holdings in warrants
or derivatives in respect of Hang Seng Bank Shares by HSBC Asia
Pacific and the HSBC Asia Pacific
Concert Parties as at 12 December 2025
|
|
|
|
Number of
|
|
|
|
Reference
|
|
underlying
|
Approximate
|
||
|
Price/
|
|
reference
|
percentage
|
||
|
Exercise
|
|
Hang Seng Bank
|
of Hang Seng
|
||
|
Price
|
Long position/
|
Shares to
|
Bank's issued
|
||
|
Entity
|
Maturity Date
|
(HK$)
|
short position
|
which it relates
|
share capital
|
|
|
|
|
|
|
(%)
|
|
HSBC Asia Pacific
|
5 March 2026
|
113.20
|
Long
|
921,000
|
0.049
|
|
HSBC Asia Pacific
|
30
July 2026
|
118.916
|
Long
|
6,280
|
0.000
|
|
HSBC Asia Pacific
|
2 September 2026
|
115.00
|
Long
|
108,696
|
0.005
|
|
HSBC Asia Pacific
|
2 October 2026
|
131.676
|
Long
|
234,840
|
0.012
|
Borrowing or lending
of any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect
of Hang Seng Bank Shares, save for any borrowed Hang Seng Bank
Shares or any convertible
securities, warrants, options or derivatives in respect of Hang
Seng Bank Shares which have been either on-lent or
sold, by HSBC Asia Pacific and the HSBC Asia Pacific Concert
Parties as at 12 December
2025
|
Name of holder
|
Nature of transaction
|
Number of Hang Seng Bank Shares to which
it relates
|
Approximate percentage of
Hang Seng Bank's
issued share
capital
(%)
|
|
HSBC Bank plc
|
Borrowing
|
301,687
|
0.016
|
As
at 12 December 2025 (being the Latest Practicable Date), save as
disclosed above:
(a) save for the relevant securities
of Hang Seng Bank which were held by (i) members of the Hang Seng
Bank Group for and
on behalf of non-discretionary clients
(including, for example, as a custodian or a
non-discretionary trustee) and (ii) any member of the BofA
Securities group or the Goldman Sachs group for and on behalf of
their respective non-discretionary clients, no subsidiary of Hang
Seng Bank, no pension fund of Hang Seng Bank or of a subsidiary of
Hang Seng Bank and no person who is presumed to be acting in
concert with Hang Seng Bank by virtue of class (5) of the
definition of "acting in concert" under the Takeovers Code or who
is an associate of Hang Seng Bank by virtue of class (2) of the
definition of "associate" under the Takeovers Code (but excluding
any exempt principal traders and exempt fund managers) owned or
controlled any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang Seng Bank
Shares;
(b) no fund manager (other than
exempt fund managers) connected with Hang Seng Bank managed any
Hang Seng Bank Shares or any convertible securities, warrants,
options or derivatives in respect of any Hang Seng Bank Shares on a
discretionary basis;
(c) save for the relevant securities
of Hang Seng Bank which were held by (i) members of the HSBC Group
and the Hang Seng Bank Group for and on behalf of non-discretionary
clients (including, for example, as a custodian or a
non-discretionary trustee) and (ii) any member of the BofA
Securities group or the Goldman Sachs group for and on behalf of
their respective non-discretionary clients, neither HSBC Asia
Pacific nor any HSBC Asia Pacific Concert Party owned, controlled
or had direction over any Hang Seng
Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang
Seng Bank Shares; and
(d) save in respect of the relevant
securities of Hang Seng Bank which were held by (i) any member of
the HSBC Group or the Hang Seng Bank Group for and on behalf of its
non-discretionary clients (including, for example, as a custodian
or a non-discretionary trustee) and (ii) any member of the
BofA Securities group or the Goldman Sachs
group for and on behalf of
their respective non- discretionary clients, none of HSBC
Asia Pacific or the HSBC Asia Pacific Concert Parties had borrowed
or lent any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect of Hang Seng Bank
Shares, save for any borrowed Hang Seng Bank Shares or any
convertible securities, warrants, options or derivatives in respect
of Hang Seng Bank Shares which have been either on-lent or
sold.
DEALINGS IN HANG SENG BANK SHARES
Dealings in Hang Seng Bank Shares
●
Dealings by
HSBC Asia Pacific, the directors of HSBC Asia Pacific or the HSBC
Asia Pacific Concert Parties (excluding any members of the Hang
Seng Bank Group) on 11 December 2025 and 12 December
2025
|
Entity
|
Date of
transaction
|
Nature of
transaction
|
Number of Hang Seng Bank Shares
involved
|
Transaction
price
|
|
Internationale
Kapitalanlagegesellschaft mbH
|
12 December
2025
|
Sell
|
600
|
152.85
|
● Dealings
by the Hang Seng Bank Group on 11 December 2025 and 12
December 2025
|
Entity
|
Date of transaction
|
Nature of
transaction
|
Number of Hang Seng Bank Shares
involved
|
Transaction
price
|
|
HSVM
|
11
December 2025
|
Buy
|
200
|
152.70
|
|
HSVM
|
11
December 2025
|
Buy
|
2,800
|
152.70
|
|
HSVM
|
11
December 2025
|
Buy
|
600
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
12,060
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
8,442
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
18,090
|
153.00
|
|
HSVM
|
11
December 2025
|
Sell
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Sell
|
1,206
|
153.00
|
|
HSVM
|
11
December 2025
|
Sell
|
2,412
|
153.00
|
|
HSVM
|
11
December 2025
|
Sell
|
24,120
|
153.00
|
|
HSVM
|
11
December 2025
|
Sell
|
15,678
|
153.00
|
|
HSVM
|
11
December 2025
|
Buy
|
7,240
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
3,620
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
12,060
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
13,266
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Buy
|
2,412
|
153.00
|
|
HSVM
|
12
December 2025
|
Sell
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Sell
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Sell
|
1,206
|
153.00
|
|
HSVM
|
12
December 2025
|
Sell
|
96,480
|
153.00
|
|
HSVM
|
12
December 2025
|
Sell
|
4,824
|
153.00
|
For
the avoidance of doubt, the above dealings in the relevant
securities of Hang Seng Bank which were conducted by entities
within the HSBC Group (including the Hang Seng Bank Group) were
conducted pursuant to waivers and consents granted by the Executive
as set out in the announcement of HSBC Asia Pacific dated 27
November 2025 and the announcement of Hang Seng Bank dated 27
November 2025 respectively (except for the dealings in the Hang
Seng Bank Shares by funds for which Internationale
Kapitalanlagegesellschaft mbH acts as the fund administrator who
has delegated and outsourced its trading discretion to third party
asset managers while retaining voting discretion over such Hang
Seng Bank Shares).
On
11 December 2025 and 12 December 2025 (being the Latest Practicable
Date), save as disclosed above:
(a) save
for any dealings in the relevant securities of Hang Seng Bank by
(i) any member of the Hang Seng
Bank Group conducted for and on behalf of
its non-discretionary clients
(including, for example, as a custodian or a
non-discretionary trustee) and (ii) any member of the BofA
Securities group or the Goldman Sachs group conducted for and on
behalf of their respective non-discretionary clients, no subsidiary
of Hang Seng Bank, no pension fund of Hang Seng Bank or of a
subsidiary of Hang Seng Bank and no person who is presumed to be
acting in concert with Hang Seng Bank by virtue of class (5) of the
definition of "acting in concert" under the Takeovers Code or who
is an associate of Hang Seng Bank by virtue of class (2) of the
definition of "associate" under the Takeovers Code (but excluding
any exempt principal traders and exempt fund managers) had dealt
for value in any Hang Seng Bank Shares or any convertible
securities, warrants, options or derivatives in respect of any Hang
Seng Bank Shares;
(b) no
fund manager (other than exempt fund managers) connected with Hang
Seng Bank who managed any Hang Seng Bank Shares or any convertible
securities, warrants, options or derivatives in respect of any Hang
Seng Bank Shares on a discretionary basis had dealt for value in
any Hang Seng Bank Shares or any convertible securities, warrants,
options or derivatives in respect of any Hang Seng Bank Shares;
and
(c) save
for any dealings in the relevant securities of Hang Seng Bank by
(i) any member of the HSBC Group or the Hang Seng Bank Group
conducted for and on behalf of its non-discretionary clients
(including, for example, as a custodian or a non-discretionary
trustee) and (ii) any member of the BofA Securities group or the
Goldman Sachs group conducted for and on behalf of their respective
non-discretionary clients, none of HSBC Asia Pacific, the directors
of HSBC Asia Pacific or the HSBC Asia Pacific Concert
Parties had dealt for value in any Hang Seng
Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang Seng Bank
Shares.
CLARIFICATION OF CERTAIN DEALINGS INFORMATION DISCLOSED IN THE
SCHEME DOCUMENT
HSBC
Holdings and HSBC Asia Pacific would like to clarify that certain
dealings information disclosed in the Scheme Document had minor
inadvertent omissions, and the aggregate dealings of HSBC Global
Asset Management (UK) Limited during the week of 9 April 2025 to 15
April 2025 should have been as follows (with revisions highlighted
in bold and underlined):
|
Entity
|
Period of
transaction
|
Nature of
transaction
|
Number of Hang Seng Bank Shares
involved
|
Highest price
per Hang Seng
Bank Share
|
Lowest price
per Hang Seng
Bank Share
|
|
HSBC
Global Asset Management (UK) Limited
|
9
April 2025 to
15 April 2025
|
Buy
|
6,300
|
99.10
|
93.80
|
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, professional accountant 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, 17 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
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.
|
HSBC
Holdings plc
|
|
|
|
|
|
|
By:
|
|
|
Name:
Aileen Taylor
|
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
|
|
Date:
17 December 2025
|