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 January
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.
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HSBC Holdings plc
(Hong
Kong Stock Code: 5)
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Hang Seng Bank Limited
(Stock
Codes: 11 (HKD Counter) and
80011 (RMB Counter))
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The Hongkong and Shanghai Banking Corporation Limited
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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
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Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in alphabetical order)
BofA
Securities
Goldman Sachs
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Financial Adviser to Hang Seng Bank
Morgan Stanley
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Financial Adviser to HSBC Asia Pacific
The Hongkong and Shanghai Banking Corporation Limited
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Independent Financial Adviser to the Hang Seng
Bank IBC
Somerley Capital Limited
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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.
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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.
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For
and on behalf of
HSBC Holdings plc
Brendan Nelson
Group Chairman
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For
and on behalf of
Hang Seng Bank Limited
Edward Cheng Wai Sun
Chairman
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For
and on behalf of
The Hongkong and Shanghai Banking Corporation Limited
Dr. Peter Wong Tung Shun
Non-executive Chairman
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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
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:
23 January 2026
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