HANG SENG BANK(00011):Publication of Scheme Document X

15/12/2025 10:15

(Infocast News) Independent Financial Advisor and Independent Board Committee of Hang Seng Bank(00011) recommend Shareholders to Vote in Favour of the Proposed Privatisation by HSBC Hang Seng Bank, HSBC Holdings(00005) and together with its subsidiaries for the time being, “HSBC”) and The Hongkong and Shanghai Banking Corporation Limited (HSBC Asia Pacific”) today jointly published the Scheme Document in relation to the Proposal by HSBC Asia Pacific to privatise Hang Seng by way of a scheme of arrangement under Section 673 of the Companies Ordinance .

The Independent Board Committee of Hang Seng (the “IBC”), established to evaluate the Proposal, concluded that the terms of the Proposal and the Scheme are fair and reasonable for disinterested shareholders, and therefore recommends that disinterested shareholders vote in favour of the resolutions to approve and implement the Proposal and the Scheme at the forthcoming meetings.

The IBC’s recommendations were based on the opinion and advice of the Independent Financial Adviser, Somerley Capital Limited (the “IFA”), whose key conclusions are as follows:

-The premium of the offer price in the Proposal lies within the range of premiums reflected in recent successful privatisations in Hong Kong.
-HSBC Holdings and HSBC Asia Pacific have confirmed there will be no increase in the Scheme Consideration and neither of them reserves the right to do so. HSBC Holdings, parent company of HSBC Asia Pacific, has announced that it will forego share buy-backs for three quarters to restore its CET1 ratio after financing the Scheme. On this basis, the IFA considers the offer to represent HSBC’s best reasonable offer.

The Scheme Consideration of HK$155.00 per Scheme Share represents approximately a 30.3% premium over the closing price of HK$119.00 per share on 8 October 2025 (the last trading day prior to the joint announcement of the Proposal (the “Last Trading Day”), and approximately a 33.1% premium over the average closing price for over the last 30 trading days up to and including that date.

The High Court of Hong Kong has directed that a court meeting be convened for Hang Seng shareholders to consider and, if thought fit, approve the Scheme, to be followed immediately by a general meeting to consider and, if thought fit, approve and give effect to the Proposal and the Scheme.

Both meetings will be held on 8 January 2026 (Thursday), with the Court Meeting to be held at 10:30am and the General Meeting at 11:00am (or immediately after the conclusion of adjournment of the Court Meeting) at the Grand Ballroom, 16/F, Hopewell Hotel, 15 Kennedy Road, Wan Chai, Hong Kong. Results of these meetings will be announced on the same day.

For the Proposal to be implemented, it is conditional upon the key conditions that (i) the Scheme must be approved by at least 75% of the votes of disinterested shareholders present and voting (in person, online or by proxy) at the Court Meeting, and not disapproved by more than 10% of the total votes attached to all disinterested shares and (ii) the passing of a special resolution by a majority of at least 75% of the votes of the Hang Seng shareholders present and voting (in person, online or by proxy) to approve and give effect to the Scheme at the General Meeting.

If the Proposal and Scheme are approved and implemented, the Scheme is expected to become effective on 26 January 2026 (Monday), after which the listing of Hang Seng shares on the Hong Kong Stock Exchange is expected to be withdrawn at 4:00 p.m. on 27 January 2026 (Tuesday).

(SY)

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