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 May
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 first interim
dividend for 2019 which was sent to shareholders of HSBC Holdings
plc on 30 May 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 15 May 2019, but those
shares are included in the number shown in box 1 on your form of election or entitlement advice forthe first 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.
30 May 2019
Dear
Shareholder
2019
FIRST INTERIM DIVIDEND
On
3 May 2019 your Directors declared a first interim dividend for
2019 of US$0.10 per ordinary share (the 'dividend'). The
dividend is payable on 5 July 2019 to shareholders who
are recorded on the Principal register, Hong Kong or Bermuda
Overseas Branch
registers on 17 May 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$8.3022 (£6.5516) (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 andBermuda and American Depositary Shares
quoted ex-dividend inNew York ('ex-dividend
date')
|
16 May 2019
|
Record
date for the first interim dividend for 2019 for holders on the
Principal register, Hong Kong or Bermuda Overseas Branch registers
('record date')
|
17 May 2019
|
Scrip
dividend calculation date
|
22 May 2019
|
FINAL
DATE FOR RECEIPT BY REGISTRAR OF FORMS OF ELECTION, REVOCATIONS OF
STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS AND ELECTRONIC
INSTRUCTIONS ('ELECTION DEADLINE DATE')
|
20
June 2019
|
Exchange
rate determined for payment of dividends in sterling and Hong Kong
dollars ('exchange rate date')
|
24 June 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')
|
5
July 2019
|
Expected
first day of dealings in new shares in London, Hong Kong, Paris and
Bermuda; and in American Depositary Shares in New York
|
5 July 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$8.3022 (£6.5516).
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 84 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 243,749,511 new shares would be
issued, representing an increase of 1.20 per cent in the issued
ordinary share capital (excluding treasury shares) of the Company,
as at the latest practicable date being 21 May 2019.
Accordingly, the total cost of the dividend if no new
shares were issued would be approximately US$2,024 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
NewYork, 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 willarrange 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 toreceive 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
|
Telephone:
+44 (0) 370 702 0137
|
|
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*, John Flint,
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
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:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
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Date:
30 May 2019
|