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 August
 
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 second interim dividend for 2019 which was sent to shareholders of HSBC Holdings plc on 28 August 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 14 August 2019, but those shares are included in the number shown in box 1 on your form of election or entitlement advice for the second 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.
 
 
 
 
28 August 2019
Dear Shareholder
 
2019 SECOND INTERIM DIVIDEND
 
On 5 August 2019 your Directors declared a second interim dividend for 2019 of US $0.10 per ordinary share (the 'dividend'). The dividend is payable on 26 September 2019 to shareholders who are recorded on the Principal register, Hong Kong or Bermuda Overseas Branch registers on 16 August 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$7.2477 (£5.9748) (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
15 August 2019
 
ex-dividend in New York ('ex-dividend date')
 
 
 
 
 
Record date for the second interim dividend for 2019 for
 
 
holders on the Principal register, Hong Kong or Bermuda
16 August 2019
 
Overseas Branch registers ('record date')
 
 
 
 
 
Scrip dividend calculation date
21 August 2019
 
 
 
 
FINAL DATE FOR RECEIPT BY REGISTRAR OF FORMS OF
 
 
ELECTION, REVOCATIONS OF STANDING INSTRUCTIONS
12 September 2019
 
FOR SCRIP DIVIDENDS AND ELECTRONIC INSTRUCTIONS
 
 
 
('ELECTION DEADLINE DATE')
 
 
 
 
 
Exchange rate determined for payment of dividends in sterling
16 September 2019
 
and Hong Kong dollars ('exchange rate date')
 
 
 
 
 
 
Payment date - dividend warrants mailed; new share
 
 
certificates or Bermuda Overseas Branch register Transaction
26 September 2019
 
Advices and Dividend Confirmations mailed; and shares
 
 
 
credited to stock accounts in CREST ('payment date')
 
 
 
 
 
Expected first day of dealings in new shares in London, Hong
 
 
Kong, Paris and Bermuda; and in American Depositary Shares
26 September 2019
 
in New York
 
 
 
 
 
 
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$7.2477 (£5.9748).
 
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 73 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 279,509,102 new shares would be issued, representing an increase of 1.38 per cent in the issued ordinary share capital (excluding treasury shares) of the Company, as at the latest practicable date being 20 August 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
 
Telephone: +44 (0) 370 702 0137            Email: hsbc.ecom@computershare.com.hk
 
Email via website:                                    Investor Centre: www.investorcentre.com/hk
 
www.investorcentre.co.uk/contactus 
 
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
 
Email: hbbm.shareholder.services@hsbc.bm
 
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 Park Communications Limited, London, UK
 
 
12KUWD D01
 
 
 
 
 
 
 
 
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: Richard Gray
 
Title: Group Company Secretary
 
 
 
Date: 28 August 2019