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) EFFECTIVE DATE OF THE SCHEME
(3) DATE OF WITHDRAWAL OF
LISTING OF HANG SENG BANK SHARES
AND
(4) PAYMENT OF
SCHEME CONSIDERATION
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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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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"); (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"); and (iii) the
joint announcement dated 23 January 2026 jointly issued by HSBC
Holdings, HSBC Asia Pacific and Hang Seng Bank regarding, among
others, the sanction of the Scheme by the High Court (the
"Sanction
Announcement").
Unless
otherwise defined herein, terms defined in the Scheme Document and
Sanction Announcement shall have the same meanings when used in
this joint announcement.
EFFECTIVE DATE OF THE SCHEME
As
disclosed in the Sanction Announcement, the Scheme was sanctioned
without modification by the High Court at the court hearing held on
Friday, 23 January 2026. The Capital Reduction was also confirmed
by the High Court on the same day at the same hearing. An office
copy of the Order, together with the Minute and the Return were
registered by the Registrar of Companies in Hong Kong on Monday, 26
January 2026.
All the Conditions of the Scheme set out in the
section headed "5. Conditions of the
Proposal" in the Explanatory
Statement set out on pages 96 to 100 of the Scheme Document have
been satisfied and the Scheme became binding and effective on
Monday, 26 January 2026 (being the Scheme Effective
Date).
WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES
Pursuant
to the approval of the Hong Kong Stock Exchange, the listing of
Hang Seng Bank Shares on the Hong Kong Stock Exchange will be
withdrawn at 4:00 p.m. on Tuesday, 27 January 2026.
PAYMENT OF SCHEME CONSIDERATION
The
Scheme Consideration per Scheme Share will be paid to the Scheme
Shareholders whose names appeared on the register of members of
Hang Seng Bank on the Scheme Record Date as soon as possible but in
any event no later than the seventh (7th) business day (as defined
in the Takeovers Code) from the Scheme Effective Date. Payment of
the Scheme Consideration will be made by or on behalf of HSBC Asia
Pacific (including by HSBC Holdings on behalf of HSBC Asia Pacific)
to the Scheme Shareholders (other than HKSCC Nominees) by way of
cheque and to HKSCC Nominees by electronic bank transfer. The
cheques for the payment of the Scheme Consideration to the
Scheme Shareholder (other than HKSCC Nominees) are
expected to be despatched, and payment of the Scheme Consideration
to HKSCC Nominees by electronic bank transfer is expected to be
made, on or before Wednesday, 4 February 2026.
All
such cheques for payment of the Scheme Consideration 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.
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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, 26 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
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
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
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:
26 January 2026
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