**Summary of the Proposal for the Privatisation of Hang Seng Bank by HSBC Holdings PLC**
**Date** 09 October 2025
**RNS Number** 6456C
**Key Points**
1. **Proposal Overview**
HSBC Asia Pacific, a subsidiary of HSBC Holdings PLC, has proposed the privatisation of Hang Seng Bank Limited through a scheme of arrangement under Section 673 of the Companies Ordinance.
The proposal includes the cancellation of all Scheme Shares (excluding HSBC Asia Pacifics strategic holding) in exchange for a cash consideration of HK$155.00 per share (less any Dividend Adjustment Amount).
2. **Scheme Consideration**
Shareholders will receive HK$155.00 per Scheme Share, representing a significant premium over recent trading prices and analyst targets.
The 2025 Third Interim Dividend will be paid without deduction from the Scheme Consideration. Other dividends declared after the announcement with a record date before the Scheme Effective Date will be deducted.
3. **Intentions Post-Privatisation**
Hang Seng Bank will retain its separate banking license, governance, brand, and branch network.
HSBC aims to continue supporting Hang Seng Banks community projects and enhance its customer proposition by integrating HSBCs global product suite and technology.
4. **Financial Impact**
The proposal is expected to be accretive to HSBCs earnings per share due to the removal of minority interest earnings deductions.
HSBC anticipates a CET1 ratio impact of approximately 125bps and plans to restore it to the target range of 14.0%-14.5% through organic capital generation and halting buybacks for three quarters.
5. **Conditions and Timetable**
The proposal is subject to approvals from Hang Seng Bank shareholders, the High Court, and regulatory authorities.
The Scheme Document is expected to be dispatched within 21 days, with the proposal completion targeted for the first half of 2026.
6. **Listing Withdrawal**
Upon the Scheme becoming effective, Hang Seng Bank shares will be delisted from the Hong Kong Stock Exchange.
7. **Advisors**
Joint Financial Advisers to HSBC Holdings and HSBC Asia Pacific: BofA Securities and Goldman Sachs.
Financial Adviser to Hang Seng BankMorgan Stanley.
8. **Shareholding Structure**
Post-privatisation, HSBC Asia Pacific will own 100% of Hang Seng Bank.
9. **Regulatory and Legal Compliance**
The proposal complies with Hong Kong and UK Listing Rules and is subject to various regulatory approvals.
10. **Forward-Looking Statements**
The announcement includes forward-looking statements subject to risks and uncertainties, with shareholders advised to consult professional advisors.
**Conclusion**
HSBC Holdings PLC is proposing to privatize Hang Seng Bank Limited through a scheme of arrangement, offering a premium cash consideration to shareholders. The move aims to simplify HSBCs Hong Kong operations, enhance strategic alignment, and strengthen its commitment to the Hong Kong market. The proposal is subject to regulatory and shareholder approvals, with completion expected in the first half of 2026.