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HSBC Bank Malta plc – Details of Potential Takeover

cyber

September 17, 2025

Market News
17 September, 2025
4 min read
Market News
17 September, 2025
4 min read

Following last week's article detailing the performance of the S&P 500 index in 2025, it is worth devoting time to review the developments across the European equity markers in my last article of the year.

On 16 September 2025, HSBC Bank Malta plc announced that it had signed an acknowledgement of a put option agreement between its parent company HSBC Continental Europe (‘HBCE’) and CrediaBank S.A., whereby CrediaBank will be paying €0.793 per share (amounting to a total consideration of €200 million) for HBCE’s 70.03% shareholding in HSBC Malta.

The potential transaction is subject to an information and consultation process with HBCE’s employee works councils in France. Should HBCE decide to proceed following this consultation, HBCE and CrediaBank will enter into a definitive transaction agreement, as well as a cooperation agreement governing their respective obligations.

Moreover, the completion of the potential transaction remains subject to approval by the relevant regulators, namely the European Central Bank (ECB), the Malta Financial Services Authority (MFSA), and the Bank of Greece.

HSBC Bank Malta has also been informed that CrediaBank intends to retain the management team as well as maintain the listing on the Malta Stock Exchange.

The potential transaction is anticipated to be completed by the end of 2026, subject to obtaining corporate and regulatory approvals together with the necessary arrangements for implementation.

Following completion of the potential transaction, CrediaBank will become the majority shareholder of HSBC Malta and will launch a mandatory takeover offer for the remaining publicly-held shares. In this respect, minority shareholders will be entitled, but not obliged, to sell their shares at a price of €1.44 per share which equates to a price to book multiple of 0.85x based on the net asset value of €1.708 per share as at June 2025. The offer price for minority shareholders has been calculated on the basis of an equitable price formula based on the trading prices up to and including 15 September 2025, which was the last trading day prior to this announcement.

The equitable price will be fixed and will not reflect any subsequent share price movements, as CrediaBank has obtained an exemption from recalculating the equitable price at the time of the mandatory bid announcement.

Until the completion of the transaction, HSBC Bank Malta plc intends to distribute dividends in 2026 on a quarterly basis, with a payout ratio of 60% of consolidated net profit, subject to Board and Regulatory approval.

As part of the Potential Transaction, CrediaBank would also acquire the rights and liabilities of certain Tier 2 and MREL loans made between HBCE (or another member of the HSBC Group) and the Bank.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

On 16 September 2025, HSBC Bank Malta plc announced that it had signed an acknowledgement of a put option agreement between its parent company HSBC Continental Europe (‘HBCE’) and CrediaBank S.A., whereby CrediaBank will be paying €0.793 per share (amounting to a total consideration of €200 million) for HBCE’s 70.03% shareholding in HSBC Malta.

The potential transaction is subject to an information and consultation process with HBCE’s employee works councils in France. Should HBCE decide to proceed following this consultation, HBCE and CrediaBank will enter into a definitive transaction agreement, as well as a cooperation agreement governing their respective obligations.

Moreover, the completion of the potential transaction remains subject to approval by the relevant regulators, namely the European Central Bank (ECB), the Malta Financial Services Authority (MFSA), and the Bank of Greece.

HSBC Bank Malta has also been informed that CrediaBank intends to retain the management team as well as maintain the listing on the Malta Stock Exchange.

The potential transaction is anticipated to be completed by the end of 2026, subject to obtaining corporate and regulatory approvals together with the necessary arrangements for implementation.

Following completion of the potential transaction, CrediaBank will become the majority shareholder of HSBC Malta and will launch a mandatory takeover offer for the remaining publicly-held shares. In this respect, minority shareholders will be entitled, but not obliged, to sell their shares at a price of €1.44 per share which equates to a price to book multiple of 0.85x based on the net asset value of €1.708 per share as at June 2025. The offer price for minority shareholders has been calculated on the basis of an equitable price formula based on the trading prices up to and including 15 September 2025, which was the last trading day prior to this announcement.

The equitable price will be fixed and will not reflect any subsequent share price movements, as CrediaBank has obtained an exemption from recalculating the equitable price at the time of the mandatory bid announcement.

Until the completion of the transaction, HSBC Bank Malta plc intends to distribute dividends in 2026 on a quarterly basis, with a payout ratio of 60% of consolidated net profit, subject to Board and Regulatory approval.

As part of the Potential Transaction, CrediaBank would also acquire the rights and liabilities of certain Tier 2 and MREL loans made between HBCE (or another member of the HSBC Group) and the Bank.