HSBC Bank Malta plc - Details of Potential Takeover

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.