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 June, 2006

                               HSBC Holdings plc

                              42nd Floor, 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 ......

(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).

                                Yes....... No X


(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ..............)




     RECOMMENDED CASH OFFER FOR BIRSE GROUP PLC GROUP BY BALFOUR BEATTY PLC

Further to the recommended cash offer for Birse Group plc by Balfour Beatty plc
of 16.625 pence per Birse share announced today, HSBC Bank plc has given an
irrevocable undertaking to accept the offer in respect of its holding of
19,439,838 Birse shares (representing approximately 10.1 per cent of the issued
share capital of Birse) for a total consideration of GBP3.2 million.

The undertaking will cease to be binding in the event of a higher competing
offer.

The terms of the offer are set out in the announcement made today to the London
Stock Exchange by Balfour Beatty plc.

HSBC Bank plc
HSBC Bank plc is a wholly owned subsidiary of HSBC Holdings plc which serves
over 125 million customers worldwide through some 9,500 offices in 76 countries
and territories in Europe, the Asia-Pacific region, the Americas, the Middle
East and Africa. With assets of US$1,502 billion at 31 December 2005, HSBC is
one of the world's largest banking and financial services organisations. HSBC is
marketed worldwide as 'the world's local bank'.





                                    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.

                               HSBC Holdings plc

                                                By:
                                                Name:  P A Stafford
                                                Title: Assistant Group Secretary
                                                Date:  26 June 2006