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 July
HSBC Holdings plc
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
NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
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.
Hong Kong Stock Code: 5
London: 30 July 2026 (Hong Kong: 31 July 2026)
DISCLOSABLE TRANSACTION
HSBC TO SELL ITS AUD36 BILLION AUSTRALIAN HOME AND PERSONAL LOAN
PORTFOLIO TO BLACKSTONE
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● Following a
strategic review, HSBC Group has agreed to sell its portfolio of
Australian home loans and personal loans to Virgo BidCo Pty Ltd, an
entity wholly owned by funds managed by affiliates of
Blackstone.
● Closing is expected
to occur in the first half of 2027, subject to various conditions
including regulatory and competition approval.
● The
Disposal is
expected to generate an immaterial loss for
the HSBC Group.
● The remainder of
HSBC Australia's retail business will be wound down in a phased
manner over the next 18 months. Following this, HSBC Australia's
Corporate and Institutional Banking, Asset Management and Private
Banking businesses in Australia will be consolidated into The
Hongkong and Shanghai Banking Corporation Limited
Sydney
Branch, simplifying HSBC's entity footprint. HSBC
expects to incur US$0.3 billion in associated restructuring costs
and write-offs.
● Following the
Disposal and associated wind-down actions, HSBC then expects to
recycle an estimated US$0.3 billion[1] of foreign
currency translation reserve losses to the income statement. HSBC
continues to invest in and grow its Corporate and Institutional
Banking franchise across Australia and New Zealand, supporting the
banking needs
of corporate and institutional clients, as well as its
Private Banking and Asset Management businesses.
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THE DISPOSAL
HSBC Holdings plc ("HSBC
Holdings") announces that
its indirect, wholly-owned subsidiary,
HSBC Bank Australia Limited ("HSBC
Australia"), entered into an
agreement (the
"Asset Sale
and Purchase Agreement") on 31
July 2026 (Sydney
time and after trading hours on the London Stock Exchange on 30
July 2026), pursuant to which Virgo BidCo Pty
Ltd (the
"Purchaser"), which is wholly-owned by funds managed by
affiliates of Blackstone
Inc. ("Blackstone"), has
agreed to acquire a
portfolio of Australian home loans and personal loans extended by
HSBC Australia (the "Portfolio").
The Portfolio has a
total book value of approximately AUD36 billion (US$25
billion[2]),
as of 31 March 2026. Pepper
Money Limited (the
"Servicer") will act
as the servicer of the Portfolio for the ongoing administration and
management of the loans following completion of the
Disposal.
Consideration
The total consideration for the sale of the Portfolio (the
"Disposal") is equal to (i) a base amount of AUD36 billion
(US$25 billion[2]) (based
on the Portfolio as of 31 January 2026), plus (ii) an amount to
reflect originations in the Portfolio from 31 January 2026 up to
and including the date falling 14 days after the date of the Asset
Sale and Purchase Agreement, in each case subject to certain
adjustments, including but not limited to adjustments for changes
in interest rates and an adjustment to reflect collections received
and costs incurred from the date that new originations cease up to
Closing in respect of the relevant part of the Portfolio (the
"Consideration").
The Consideration will be settled in cash on the date
of completion of the Disposal ("Closing") and is subject to a cap and certain
post-Closing adjustments.
The financial terms and the Consideration were arrived at
after a
competitive auction process and arm's
length negotiations and having taken into account the value of the
component elements of the Portfolio and the reasons for the
Disposal as set out below.
The Asset Sale and Purchase Agreement provides for the payment of a
termination fee by the
Purchaser to
HSBC Australia in certain circumstances attributable to the
Purchaser, and a reverse termination fee by HSBC Australia to the
Purchaser in certain circumstances attributable to HSBC
Australia.
Subject to compliance with applicable regulatory requirements and
finalisation and execution of definitive financing agreements,
members of HSBC Holdings and its subsidiaries (the
"HSBC
Group") are considering
providing, on arm's length terms, senior financing (in respect of a
substantial portion of the Consideration) to the
Purchaser to fund its acquisition under the Disposal in the
ordinary and usual course of business of the HSBC
Group.
Conditions
The Disposal is subject to various conditions (the
"Conditions") including,
among others, (i) approval (or no objection)
under the Foreign
Acquisitions and Takeovers Act 1975 (Cth); (ii)
the Treasurer
of the Commonwealth of Australia (or
their delegate) giving consent under section 63 of the Banking Act
1959 (Cth); (iii) waiver or clearance from the Australian
Competition and Consumer Commission; and
(iv) the legal titleholder obtaining the relevant relief
from the
Australian Securities and Investments Commission in
respect of redraw and further advance under a line of credit
facility.
From the date of the Asset Sale and Purchase Agreement until
Closing, HSBC Australia, the Purchaser and the Servicer
will cooperate to effect the migration of the Portfolio from HSBC
Australia from Closing (the "Migration").
Closing
Closing is
expected to occur in
the first half of 2027, subject
to the satisfaction (or waiver, where applicable) of the Conditions
and the relevant parties being operationally ready to implement the
Migration.
The long stop date under the Asset Sale and Purchase Agreement is
12 months from the date of the Asset Sale and Purchase Agreement,
subject to extension as the parties may agree in writing (the
"Long Stop
Date"). If Closing has not
occurred on or before the Long Stop Date either party may terminate
the Asset Sale and Purchase Agreement, provided that the failure to
close is not as a result of the terminating party's failure to
comply with its obligations with respect to the satisfaction of the
Conditions.
FINANCIAL IMPACT OF THE DISPOSAL
The outstanding balance of the Portfolio was AUD36 billion and
AUD33 billion as at 31 December 2025 and 31 December
2024, respectively. Revenue from the Portfolio is generated
primarily through contractual interest income with
reference to the prevailing market interest rates for home loans in
Australia.
The Disposal is expected to generate an immaterial loss of less
than US$0.1 billion for HSBC Group by the first half of
2027.
The net proceeds received from the Disposal are expected to be used
for general corporate purposes of the HSBC Group.
The remainder of HSBC Australia's retail business will be wound
down in a phased manner over the next 18 months. Following
this, HSBC Australia's Corporate and Institutional Banking, Asset
Management and Private Banking businesses in Australia will be
consolidated into The
Hongkong and Shanghai Banking Corporation Limited Sydney Branch
(the "HSBC
Sydney Branch"), subject to
regulatory approval, simplifying HSBC's entity footprint. HSBC
expects to incur US$0.3 billion in associated restructuring costs
and write-offs.
Following the Disposal and associated wind-down actions, including
the internal transfer of HSBC Australia's remaining businesses and
the potential disposal of the Residual Interests as described
below, HSBC expects to recycle foreign currency translation reserve
losses to the income statement, with no incremental CET1 impact. As
at 31 March 2026, such reserve losses amounted to approximately
US$0.3 billion.
All financial statement impacts associated with the Disposal,
wind-down and potential disposal of the Residual Interests would be
classified as material notable items[3].
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US$
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Estimate[4]
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Expected timing of P&L impact
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Portfolio
value as at 31 March 2026
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$24.9
billion
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Estimated
consideration[5]
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$25.0
billion
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Estimated
costs and write-offs
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$(0.2)
billion
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Estimated resulting pre-tax loss on portfolio sale
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Immaterial (less
than $(0.1) billion)
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By 1H27
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Estimated restructuring costs and write-offs on wind-down of retail
business and internal transfer of remaining businesses
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$(0.3)
billion
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2026-2027
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Estimated recycling of FX reserve losses
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$(0.3)
billion[6]
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By 2028 No incremental CET1 impact
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Expected financial impacts and timings are based on the 31 March
2026 financial position of the Portfolio and the Business and
management expectations and estimates, which may be subject to
change.
REASONS FOR AND BENEFITS OF THE DISPOSAL AND FUTURE PLANS IN
AUSTRALIA FOLLOWING THE DISPOSAL
The Disposal follows a strategic review of HSBC Australia's retail
business and forms part of the ongoing simplification of the HSBC
Group. HSBC Holdings is focused on increasing leadership and market
share in areas where it has a clear competitive advantage and the
greatest opportunities to grow and support
its clients.
Australia remains an important part of HSBC Group's global network.
HSBC Group will continue investing in and growing its
Corporate and Institutional Banking franchise across
Australia and New Zealand to support corporates, institutions,
superannuation funds and innovative scale-ups with pursuing their
domestic and offshore growth ambitions. HSBC will also continue to
invest in and grow its Asset Management and Private Banking
businesses, which will continue to operate in
Australia.
Following the retail business wind-down and the internal transfer
of HSBC Australia's remaining businesses, HSBC Australia
will continue
to hold,
among others, certain securitisation-related
roles relating
to the Lion
Series 2020-1/ 2022-1/ 2023-1/ 2024-1 Trust (the
"Lion
Trust") (together,
the "Residual
Interests"), which are
unable to be transferred
at Closing due to certain contractual and
regulatory requirements.
It is contemplated that HSBC Group may dispose of certain of
the Residual
Interests in
the future as part of the orderly transition of the Lion Trust
arrangements. Since the remaining businesses of HSBC Australia
would have been transferred to the HSBC Sydney Branch at the
relevant time, such remaining businesses would not be impacted by
such future disposal. An announcement in respect of such future
disposal will be made if required by the applicable laws, rules and
regulations. Customers will receive information from HSBC Group
outlining the changes to the products held.
The board of directors of HSBC Holdings believes that the terms of
the Disposal are fair and reasonable and in the interests of HSBC
Holdings and the shareholders of HSBC Holdings taken as a
whole.
INFORMATION ON THE PARTIES
A. Information on HSBC Holdings, HSBC Australia and the
HSBC Sydney Branch
HSBC Holdings, the parent company of the HSBC Group, is
headquartered in London. The HSBC Group serves customers worldwide
and operates in 56 markets across Europe, the Asia-Pacific region,
North and Latin America, the Middle East and Africa.
HSBC Australia is an indirect wholly owned subsidiary of HSBC
Holdings. Its principal business activity is banking, including the
origination and servicing of residential home loans and personal
loans in Australia.
The HSBC Sydney Branch is an existing branch of The Hongkong and
Shanghai Banking Corporation Limited. Its principal business
activities include corporate and institutional banking, private
banking, trade finance, treasury and financial markets, global
payments solutions, asset management and securities
custody.
B. Information on the
Purchaser and
the Servicer
The Purchaser is Virgo BidCo Pty Ltd, a company incorporated under
the laws of Australia
and is wholly owned by funds managed by affiliates of Blackstone
and such funds are ultimately controlled by Blackstone. Blackstone
is listed on the New York Stock Exchange (NYSE: BX) and is the
world's largest alternative asset manager. Blackstone seeks to
deliver compelling returns for institutional and individual
investors by strengthening the companies in which the firm invests.
Blackstone's over US$1.3 trillion in assets under management
include global investment strategies focused on real estate,
private equity, credit, infrastructure, life sciences, growth
equity, secondaries and hedge funds.
The Servicer is listed on the Australian Securities Exchange (ASX:
PPM) and is one
of Australia and New Zealand's leading non-bank lenders. It was
established in 2000 as a specialist residential home loan lender in
Australia with a focus on providing innovative home loan solutions
to customers. Today, the Servicer has a broad product offering
including residential home loans, asset finance, commercial real
estate and novated leases in Australia and residential home loans
in New Zealand, as well as providing independent loan servicing for
mortgages, asset finance and personal loans.
To the best of the directors of HSBC Holdings' knowledge,
information, and belief, having made all reasonable
enquiries, the Purchaser, the Servicer and their respective
ultimate beneficial owners are third parties independent of HSBC
Holdings and its connected persons (as defined under
the Rules
Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the "Hong Kong Listing
Rules")).
IMPLICATIONS UNDER THE HONG KONG LISTING RULES AND THE UK LISTING
RULES FOR HSBC HOLDINGS
In view of a cap on the overall Consideration, the Disposal will
constitute a disclosable transaction for HSBC Holdings, which
is subject to reporting and announcement requirements, but is
exempt from the shareholders' approval requirement under
Chapter 14 of the Hong Kong Listing Rules. The transaction does not
constitute a significant transaction under UK Listing Rule
7.
For and on behalf of
HSBC Holdings plc
Angela McEntee
Group Company
Secretary
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†,
Steven Craig Guggenheimer†,
Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†,
Richard Henry Meddings†,
Kalpana Jaisingh Morparia†,
Eileen K Murray† and
Swee Lian Teo†.
* Independent non-executive Chairman
† Independent
non-executive Director
Media enquiries to:
pressoffice@hsbc.com
+44 (0) 20 7991
8096
This announcement contains both historical statements and
forward-looking statements. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking
statements may be identified by the use of terms such as "expects",
"targets", "believes", "seeks", "estimates", "may", "intends",
"plan", "will", "should", "potential", "reasonably possible",
"anticipates", "project", or "continue", variations of
these words, the negative thereof or similar expressions or
comparable terminology. HSBC Group has based the
forward-looking statements on current plans, information, data,
estimates, expectations and projections about, among other things,
results of operations, financial condition, prospects, strategies
and future events, and therefore undue reliance should not be
placed on them. These forward-looking statements are subject to
risks, uncertainties and assumptions about us, as described under
"Cautionary statement regarding forward-looking statements"
contained in the HSBC Holdings plc Annual Report on Form 20-F for
the year ended 31 December 2025, filed with the Securities and
Exchange Commission ("SEC") on 26 February 2026 (the "2025 Form
20-F") and 1Q26 Earnings
Release, furnished to the SEC on Form 6-K on 5 May 2026 (the "1Q
2026 Earnings Release"). HSBC Group undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In
light of these risks, uncertainties and assumptions, the
forward-looking events discussed herein might not occur. Investors
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of their dates. No representation
or warranty is made as to the achievement or reasonableness of and
no reliance should be placed on such forward-looking statements.
Additional information, including information on factors which may
affect the HSBC Group's business, is contained in the 2025 Form
20-F and the 1Q 2026 Earnings Release.
____________________________________________________________________
[1] As
at 31 March 2026.
[2] AUD
is converted to US$ at an exchange rate of
AUD1:US$0.69.
[3] Material
notable items are excluded from HSBC Holdings' dividend payout
ratio target basis calculation.
[4] AUD
is converted to US$ at an exchange rate of AUD1:US$0.69, where
relevant.
[5] Reflects
the contractual base amount, which remains subject to variable
consideration terms.
[6] As
at 31 March 2026.
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:
Angela McEntee
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Title:
Group Company Secretary
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Date:
31 July 2026
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