HSBC Holdings plc today announced that HSBC Group, together with The Hongkong and Shanghai Banking Corporation Limited (HSBC Asia Pacific), a wholly owned subsidiary of HSBC, has put forward a conditional proposal to privatise Hang Seng Bank Limited through a scheme of arrangement.

If approved, the Proposal would result in HSBC Asia Pacific acquiring all remaining shares of Hang Seng held by the minority shareholders and the withdrawal of listing of the Hang Seng shares from the Hong Kong Stock Exchange.

The Proposal offers a Scheme Consideration of HK$155 for each Scheme Share, representing a 33% premium over the undisturbed 30-days average closing price of HK$116.5 per share. This represents an attractive and significant premium to Hang Seng’s historical trading prices, and analyst consensus targets, and is more than Hang Seng’s highest share price in 3.5 years.

The valuation of Hang Seng implied by the Scheme Consideration is HK$290 billion, representing a 1.8x 1H25A price-to-book multiple.

HSBC says this offer is final and will not be increased further.

HSBC Group will fund the Scheme Consideration with its own financial resources. The expected day one capital impact of the Proposal is approximately 125 basis points which would arise following the approval of the relevant resolutions by the requisite majority at each of the Hang Seng Court Meeting and the Hang Seng General Meeting.

HSBC expects to restore its CET1 ratio to its target operating range of 14.0%-14.5% through a combination of organic capital generation and not initiating any further buybacks for three quarters following the date of this announcement. A decision to recommence buybacks will be subject to HSBC’s normal buyback considerations and process on a quarterly basis. The share buyback announced on 31 July will continue in accordance with its terms. HSBC continues to target a dividend payout ratio for 2025 of 50% of earnings per ordinary share excluding material notable items and related impacts.

HSBC expects that this investment in Hang Seng will be accretive to earnings per ordinary share.

Georges Elhedery, Group CEO of HSBC, commented:

“Our offer is an exciting opportunity to grow both Hang Seng and HSBC. We will preserve Hang Seng’s brand, heritage, distinct customer proposition and a branch network, while investing to unlock new strengths in products, services, and technology to deliver more choice and innovation for customers. Our offer also represents a significant investment into Hong Kong’s economy, underscoring our confidence in this market and commitment to its future as a leading global financial centre, and as a super-connector between international markets and mainland China.

“This proposal fully meets our criteria for value-accretive investments: it aligns with our strategy, enhances growth and scale, does not distract us from organic growth, and delivers greater shareholder value than buybacks.

“Together, HSBC and Hang Seng form a well-positioned platform with two iconic banking brands working side by side to deliver lasting value for customers, employees, and shareholders.”