a7681f
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 March
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 fourth interim
dividend for 2019 which was sent to shareholders of HSBC Holdings
plc on 11 March 2020. 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 26 February 2020, but those
shares are included in the
number shown in box 1 on your form of
election or
entitlement advice for the fourth 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.
11 March 2020
Dear
Shareholder
2019 FOURTH INTERIM DIVIDEND
On 18 February 2020 your Directors declared a
fourth interim dividend for 2019 of US$0.21 per ordinary share (the
'dividend'). The dividend is payable on 14 April 2020 to
shareholders who are recorded on the Principal register, Hong Kong
or Bermuda Overseas
Branch registers on 28 February 2020 ('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$6.6338 (£5.1906) (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
Aileen
Taylor
Group
Company Secretary and Chief Governance Officer
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')
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27 February 2020
|
Record
date for the fourth interim dividend for 2019 for holders on the
Principal register, Hong Kong or Bermuda Overseas Branch registers
('record date')
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28 February 2020
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Scrip
dividend calculation date
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4 March 2020
|
FINAL
DATE FOR RECEIPT BY REGISTRAR OF FORMS OF ELECTION, REVOCATIONS OF
STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS AND ELECTRONIC
INSTRUCTIONS ('ELECTION DEADLINE DATE')
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26
March 2020
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Exchange rate determined for payment of dividends in sterling and
Hong Kong dollars ('exchange rate date')
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30 March 2020
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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')
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14
April 2020
|
Expected first day of dealings in new shares in
London, Hong Kong, Paris and Bermuda; and in American
Depositary Shares in
New York
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14 April 2020
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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$6.6338 (£5.1906).
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 32 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
643,630,503 new shares would be issued, representing an increase of
3.17 per cent in the issued ordinary share capital (excluding
treasury shares) of the Company, as at the latest
practicable date being 3 March 2020. Accordingly, the total cost of
the dividend if no new shares were issued would be
approximately US$4,270 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
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Computershare Hong Kong Investor Services Limited
|
The Pavilions
|
Rooms 1712-1716, 17th Floor
|
Bridgwater Road
|
Hopewell Centre
|
Bristol
|
183 Queen's Road East
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BS99 6ZZ
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Hong Kong SAR
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United Kingdom
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Telephone: +852 2862 8555
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Telephone: +44 (0) 370 702 0137
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Email: hsbc.ecom@computershare.com.hk
|
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
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 Antonio Meade Kuribreña†, Heidi Miller†, David Nish†, Ewen
Stevenson, 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
12M6CD
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
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
11 March 2020
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