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 October
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-
).
The following regulated information, disseminated pursuant to DTR
6.3.5, comprises the scrip dividend circular for the third interim
dividend for 2019 which was sent to shareholders of HSBC Holdings
plc on 23 October 2019. A copy of the scrip dividend circular is
available at www.hsbc.com/dividends.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION. If you are in any
doubt about this document or as to the action you should take, you
should consult a stockbroker, solicitor, accountant or other
appropriate independent professional adviser.
If
you sold or transferred all or some of your ordinary shares on or
before 9 October 2019, but those shares are included in the number
shown in box 1 on your form of election or entitlement advice for
the third interim dividend for 2019, you should, without delay,
consult the stockbroker or other agent through whom the sale or
transfer was effected for advice on the action you should
take.
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong
Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document. The ordinary shares of HSBC Holdings
plc trade under stock code 5 on The Stock Exchange of Hong Kong
Limited.
23
October 2019
Dear
Shareholder
2019 THIRD INTERIM DIVIDEND
On 2 October 2019 your Directors declared a third
interim dividend for 2019 of US$0.10 per ordinary share (the
'dividend'). The dividend is payable on 20
November 2019 to shareholders who are recorded on the Principal
register, Hong Kong or Bermuda Overseas Branch registers on 11
October 2019 ('record date'). You have a choice of receiving the
dividend in cash in three currencies (US dollars, Hong Kong dollars
or sterling). You may also elect to receive it as a scrip dividend
in the form of new shares.
SCRIP DIVIDEND
You
can elect to receive new shares at a market value of US$7.7133
(£6.0444) (the 'scrip dividend') instead of receiving the
dividend in cash. If you elect to receive new shares, you will
increase your shareholding without incurring dealing costs or stamp
duty. The Company will also benefit by retaining cash which would
otherwise be payable by way of the cash dividend. At the 2019
Annual General Meeting shareholders gave Directors authority to
offer a scrip dividend scheme, which will apply to the dividend.
The appendix to this letter sets out further details of the scrip
dividend.
We encourage you to sign up to receive all
communications from the Company by email. Please go
to www.hsbc.com/ecomms to
register your email address so that we can send you email
notifications when shareholder documents are available on our
website and of your dividend entitlements.
Yours
sincerely
Richard
Gray
Group
Company Secretary
HSBC
Holdings plc
Registered
Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com
Incorporated
in England with limited liability. Registered in England: number
617987
Appendix
Timetable of events
Ordinary
shares quoted ex-dividend in London, Hong Kong, Paris and Bermuda
and American Depositary Shares quoted ex-dividend in New York
('ex-dividend date')
|
10 October 2019
|
Record
date for the third interim dividend for 2019 for holders on the
Principal register, Hong Kong or Bermuda Overseas Branch registers
('record date')
|
11 October 2019
|
Scrip
dividend calculation date
|
16 October 2019
|
FINAL
DATE FOR RECEIPT BY REGISTRAR OF FORMS OF ELECTION, REVOCATIONS OF
STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS AND ELECTRONIC
INSTRUCTIONS ('ELECTION DEADLINE DATE')
|
7 November 2019
|
Exchange
rate determined for payment of dividends in sterling and Hong Kong
dollars ('exchange rate date')
|
11 November 2019
|
Payment
date - dividend warrants mailed; new share certificates or Bermuda
Overseas Branch register Transaction Advices and Dividend
Confirmations mailed; and shares credited to stock accounts in
CREST ('payment date')
|
20 November 2019
|
Expected
first day of dealings in new shares in London, Hong Kong, Paris and
Bermuda; and in American Depositary Shares in New York
|
20 November 2019
|
How is the scrip dividend calculated?
The
scrip dividend is calculated using the average middle market
closing price of HSBC Holdings plc ordinary shares quoted on the
London Stock Exchange for the five business days beginning with the
ex-dividend date. The market price is converted to US dollars (the
'market value') using the exchange rates quoted by HSBC Bank plc in
London at or about 11.00 am on scrip calculation date. For this
dividend the market value is US$7.7133 (£6.0444).
The
formula used for calculating your entitlement to new shares is as
follows:
Number
of shares held at the record date x cash dividend per share + any
residual dividend entitlement brought forward = maximum dividend
available for share election
maximum dividend
available = maximum number
of new shares
market
value
(rounded
down to the nearest whole number)
An online calculator to assist you in calculating
your dividend entitlement is available at www.hsbc.com/dividends.
You
may elect to receive new shares in respect of all or part of your
holding of ordinary shares. No fraction of a share will be
issued.
If
you elect to receive the maximum number of new shares in lieu of
your dividend, a residual dividend entitlement may arise,
representing the difference between the total market value of the
new shares and the maximum dividend available in respect of
your shareholding.
This residual dividend entitlement will be carried forward in US
dollars (without interest) to the next dividend. Therefore, we will
pay you any residual dividend entitlement if you dispose of your
entire holding; or receive the dividend in cash; or revoke your
standing instruction to receive new shares; or if you ask us to
send it to you.
If
you have less than 78 ordinary shares you will not receive any new
shares for this dividend.
The
new shares will be issued subject to the Articles of Association of
the Company and will rank equally with the existing issued ordinary
shares in all respects.
What is the currency conversion rate for cash
dividends?
The
dividend is declared in US dollars. It will then be converted into
Hong Kong dollars and sterling using the forward exchange rate
quoted by HSBC Bank plc in London at or about 11.00 am on the
exchange rate date. The exchange rate to be applied for the
dividend will be announced to the London, Hong Kong, New York,
Paris and Bermuda stock exchanges on or around the exchange rate
date.
If
you do not choose the currency in which to receive your cash
dividend, you will be paid as follows:
1. Principal
register in the United Kingdom - sterling (except for those who are
resident in the United States in which case it will be US
dollars)
2. Hong
Kong Overseas Branch register - Hong Kong dollars
3. Bermuda
Overseas Branch register -
US dollars.
What action is required?
Your form of election or entitlement advice (the
'form') is included with this letter. If you have registered your
email address, you should have been sent an electronic version. If
you do not wish to change how you receive your
dividend, you should take no action, your dividend will be paid as
indicated in the form.
If
you have a standing instruction to receive scrip dividend shares on
your full holding this will automatically be revoked if you
complete the form.
If you wish to change the way you receive your
dividend, you must either do so by the election deadline
date using the online
system 'investor centre'*, returning the form, or by writing to our
Registrar, Computershare at the relevant address given at the end
of this letter.
We
can pay your dividend direct to your bank account in the United
Kingdom, United States or Hong Kong if your bank account is
denominated in the local currency. Please provide your bank account
details to the Registrar by completing the dividend payment
instruction section of the form.
*If you have not yet signed up to
use Investor Centre you may do so at any time
at www.investorcentre.co.uk or www.investorcentre.com/hk or www.investorcentre.com/bm. You
can view your shareholding at any time on Investor
Centre.
Overseas shareholders on the UK
Principal register may now
be able to elect to have their dividend payments in other
currencies through our Global Dividend Service, further details on
this service can be found by logging on to www.investorcentre.co.uk and
selecting 'update my
details' followed by the
option 'global
payments'. If you are not a
member of Investor Centre you will need to register before updating
your details.
No
acknowledgement of receipt of a form of election will be
issued.
Other information
If
all eligible shareholders elected to receive new shares for the
dividend, approximately 262,635,147 new shares would be issued,
representing an increase of 1.30 per cent in the issued ordinary
share capital (excluding treasury shares) of the Company, as at the
latest practicable date being 15 October 2019. Accordingly, the
total cost of the dividend if no new shares were issued would be
approximately US$2,026 million. The applicable tax credit is the
sterling equivalent of approximately US$225 million.
Transfers
If
you recently acquired ordinary shares registered on the Principal
register in the United Kingdom or the Overseas Branch registers in
Hong Kong or Bermuda, your share transfer must have been lodged
with the appropriate Registrar before 4.00 pm on the record date in
order to receive the dividend.
Issue
of share certificates and listing of new shares
Applications
will be made to the UK Listing Authority and to the London Stock
Exchange for the new shares to be admitted to the Official List and
to trading respectively, to the Stock Exchange of Hong Kong for
listing of, and permission to deal in, the new shares, and to the
New York, Paris and Bermuda stock exchanges for listing of the new
shares.
Existing
ordinary shares on the Principal register may be held either in
certificated form, or in uncertificated form through CREST. If you
hold ordinary shares in both certificated and uncertificated form,
each holding will be treated separately for the purpose of
calculating entitlements to new shares.
Definitive
share certificates for the new shares issued in respect of holdings
in certificated form are expected to be mailed to shareholders
entitled thereto at their risk on or about the payment date, at the
same time as warrants in respect of the cash dividend are mailed.
New shares issued in respect of holdings of ordinary shares which
are in uncertificated form will also be issued in uncertificated
form. The Company will arrange for the relevant shareholders' stock
accounts in CREST to be credited with the appropriate numbers of
new shares on the payment date.
Dealings
in the new shares in London, Hong Kong, Paris and Bermuda, and in
the American Depositary Shares in New York are expected to begin on
the payment date.
The
new shares will rank pari passu with the existing ordinary shares
of the Company.
Your responsibilities
Whether
or not it is to your advantage to elect to receive new shares in
lieu of a cash dividend or to elect to receive payment in US
dollars, sterling or Hong Kong dollars is a matter for individual
decision by each shareholder. HSBC cannot accept any responsibility
for your decision.
Overseas shareholders
No
person receiving a copy of this document or the form of election in
any jurisdiction outside the United Kingdom or Hong Kong may treat
the same as offering a right to elect to receive new shares unless
such offer could lawfully be made to such person without the
Company being required to comply with any governmental or
regulatory procedures or any similar formalities. It is the
responsibility of any person outside the United Kingdom and Hong
Kong who wishes to receive new shares under the scheme to comply
with the laws of the relevant jurisdiction(s), including the
obtaining of any governmental or other consents and compliance with
all other formalities. It is also the responsibility of any person
who receives new shares in lieu of a cash dividend to comply with
any restrictions on the resale of the shares which may apply
outside the United Kingdom and Hong Kong.
Taxation
A general outline of the tax consequences in the
UK and overseas is provided on our website
at www.hsbc.com/dividends. The
effect on the tax position of any shareholder receiving a cash
dividend or electing to receive new shares in lieu of a cash
dividend will depend upon the shareholder's own individual
circumstances. Shareholders should consult their own tax advisers
with regard to their liability to taxation. No tax is currently
withheld from dividends paid by the Company. The tax-free dividend
allowance in the UK is currently £2,000. To assist
shareholders who receive a scrip dividend, we will send a Dividend
Confirmation which may be needed for tax
returns.
Communications
Shareholders may at any time choose to receive
corporate communications in printed form or to receive
notifications of their availability on HSBC's website. To receive,
by email, future notifications of the availability of a corporate
communication on HSBC's website, or revoke or amend an instruction
to receive such notifications, go to www.hsbc.com/ecomms. If
you provide an email address to receive electronic communications
from HSBC, we will also send notifications of your dividend
entitlements by email. If you received a notification of the
availability of this document on HSBC's website and would like to
receive a printed copy of it, or if you would like to receive
future corporate communications in printed form, please write or
send an email (quoting your shareholder reference number) to the
appropriate Registrar at the address given below. Printed copies
will be provided without charge.
Further copies of this letter, replacement forms of election and a
Chinese translation of this and future documents may be obtained
from the Registrar.
Principal
register
Hong Kong Overseas Branch register
Computershare Investor Services PLC Computershare Hong
Kong Investor Services Limited
The
Pavilions
Rooms 1712-1716, 17th Floor
Bridgwater
Road
Hopewell Centre
Bristol
183 Queen's Road East
BS99
6ZZ
Hong Kong SAR
United
Kingdom
Telephone: +852 2862 8555
Email via
website:
Investor Centre:
www.investorcentre.co.uk/contactus www.investorcentre.com/hk
Investor Centre:
www.investorcentre.co.uk
Bermuda Overseas Branch
register US Shareholder
helpline
Investor Relations
Team
Telephone: +1 866 299 4242
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11 Bermuda
Telephone: +1 441 299 6737
Investor Centre: www.investorcentre.com/bm
Persons
whose shares are held on their behalf by another person may have
been nominated to receive communications from HSBC pursuant to
section 146 of the UK Companies Act 2006 ('nominated persons'). The
main point of contact for nominated persons remains the registered
shareholder (for example your stockbroker, investment manager,
custodian or other person who manages the investment on your
behalf). Any changes or queries relating to nominated persons'
personal details and holding (including any administration thereof)
must continue to be directed to the registered shareholder and not
HSBC's Registrar. The only exception is where HSBC, in exercising
one of its powers under the UK Companies Act 2006, writes to
nominated persons directly for a response.
Within
this document the Hong Kong Special Administrative Region of the
People's Republic of China has been referred to as 'Hong
Kong'.
The Directors of HSBC Holdings plc are Mark
Tucker*, Noel Quinn, Kathleen Casey†, Laura Cha†, Henri de Castries†, Irene Lee†, José Meade†, Heidi Miller†, Marc Moses, David Nish†, Ewen Stevenson, Jonathan
Symonds†, Jackson Tai† and Pauline van der Meer Mohr†.
*
Non-executive Group Chairman
† Independent non-executive
Director
Produced
by Computershare Investor Services PLC, Bristol, UK
Printed
by Computershare Investor Services PLC, Bristol, UK
6
12LK9B D01
001CSN6186
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
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By:
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Name:
Richard Gray
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Title:
Group Company Secretary
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Date:
23 October
2019
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