Hsbc Holdings PLC 6-K Filing

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• a5473l.htm (6-K) — 98KB
• 0001654954-25-013937.txt ( ) — 99KB

From the Filing

OF HANG SENG BANK - SCHEME DOCUMENT a5473l 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

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