HSBC Bank Malta plc has obtained shareholder approval to disclose confidential, price-sensitive information to potential buyers.

The decision was taken during an Extraordinary General Meeting (EGM) held on Thursday (today).

The approval allows HSBC Bank Malta to furnish information to bona fide offerors and its majority shareholder, HSBC Continental Europe (HBCE), in connection with a potential transaction involving a substantial shareholding. This decision follows a request from HBCE, which has been approached by multiple parties expressing interest in its stake in the bank.

The EGM was convened to seek the express consent of HSBC Bank Malta’s shareholders, allowing the bank to disclose unpublished price-sensitive information to prospective buyers. The resolution passed during the meeting empowers HSBC Bank Malta to share such information in confidence with bona fide offerors and HBCE, facilitating their due diligence processes.

Next steps

While the resolution permits HSBC Bank Malta to commence sharing information, strict regulatory requirements must still be met before the process begins. These include:

• The execution of confidentiality agreements between the bank and any parties receiving access to sensitive information.
• A commitment from prospective buyers not to trade in HSBC Bank Malta shares for a period of one year following the conclusion or termination of negotiations.
• An undertaking from HBCE that any received information will be used strictly for the transaction in question and that it will not deal in other shares of the bank for one year following the conclusion or withdrawal of any offer.

Despite the resolution’s approval, HSBC Bank Malta may still withhold or delay the disclosure of unpublished information to ensure compliance with all applicable privacy, secrecy, and legal obligations.

Potential implications for HSBC Bank Malta’s ownership

The approval does not signify that a transaction is imminent or that a deal has been reached with any specific party. The bank has reiterated that HSBC Holdings, its ultimate parent company, continues to explore a range of strategic options regarding its Maltese operations.

Previously, WhosWho.mt reported that APS Bank had entered discussions to acquire HSBC Bank Malta. However, it is now understood that additional parties have since expressed interest, although their identities remain undisclosed.

Furthermore, the bank’s Board of Directors has stated that all decisions will be taken in the best interests of the institution and its shareholders, including minority shareholders. Should an offer be made, it will be subject to the legal frameworks that ensure shareholders are able to make informed decisions.

Shareholders express their frustration and concerns

According to Times of Malta, the meeting was marked by shareholder dissatisfaction, with several attendees voicing concerns over potential financial losses and the lack of transparency regarding the sale process.

One shareholder asked whether the bank could ensure the sale price would not be below the asset value, prompting applause from the room.

Another lamented the falling share price, stating, "us small shareholders are suffering."

Despite reassurances from the board, many shareholders remained unconvinced, with only a handful voting in favour of the resolution.