HSBC overstated risks of proposed $35 billion spin-off, top investor Ping An thinks - source

By Selena Li, Lawrence White and Anshuman Daga

HONG KONG/LONDON (Reuters) -HSBC overstated the challenges in spinning off its Asia unit, a move which could unlock up to $35 billion for investors, when it rebuffed a proposal by Ping An Insurance Group, said a source familiar with the Chinese insurer's thinking.

HSBC, which makes the bulk of its sales and profit in Asia, came under pressure from Ping An , its biggest shareholder, in April to explore options including spinning off its mainstay Asia business to increase shareholder returns.

Details of Ping An's internal discussions come after HSBC on Aug. 1 pushed back against the Chinese investor's proposals while reporting its half-year earnings. Ping An has not confirmed or commented publicly on the break-up proposal.

HSBC said a break-up would mean a potential long-term hit to the bank's credit rating, tax bill and operating costs, and bring immediate risks in executing any spinoff or merger.

Ping An declined to comment, while a spokesperson for HSBC said the bank had nothing to add to comments made by its executives last week.

The detailed rebuttal as described by the source with knowledge of Ping An's thinking represents the investor's most detailed pushback yet of HSBC's strategy, and signals Ping An's intention to continue the dispute.

While activist investors sometimes acquire a stake in a big bank and confront management on how it is run, it is unusual for a Chinese entity such as Ping An, whose top shareholders include state-backed entities, to take such a proactive stance.

Ping An believes a spin-off would generate an additional $25-$35 billion in market value and release over $8 billion in capital, said the source, citing "external" analysis. The source declined to be identified due to the sensitivity of the matter.

HSBC's current market capitalisation is around $133 billion.

Responding to HSBC's argument that spinning off its Asian business will hit global synergies, the source said HSBC would remain a major shareholder of the unit after the separation and both parties could enter into cooperation agreements.

Ping An owns an 8.3% stake in HSBC, worth around $11.4 billion, according to Refinitiv data.

HSBC shares were trading up 0.35% on Thursday, while the broader market was down 0.25%.

UNDERPERFORMANCE

Asia is HSBC's biggest profit centre, with the region's share of the lender's profit rising to 69% in the first half from 64% a year ago.

The spat between HSBC and Ping An shows the challenges facing the UK lender, as it attempts to navigate geopolitical tensions between the U.S., Britain and China amid criticism from lawmakers in the West over the bank's activities in Hong Kong.

HSBC Chief Executive Noel Quinn said on Aug.1 the bank's dialogue with Ping An "has been purely around commercial issues", with no political aspect.

The source said HSBC performed better than expected in the second quarter, but almost all its revenue growth was dependent on "a phased, short-lived and uncontrollable interest rate hike cycle".

The bank's underperformance has not yet been "fundamentally addressed" and it was in urgent need of radical change, the source added.

HSBC's shares have fallen by about a quarter since Ping An on Dec. 7, 2017 reported it had built up a more than 5% stake in the bank.

Dual-listed HSBC posted a pretax profit of $9.2 billion for the six months to June 30, down from $10.84 billion a year ago but beating the $8.15 billion average estimate of analysts compiled by the bank.