Blueprint
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 2017 which was sent to shareholders of HSBC Holdings
plc on 17 August 2017. 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 2 August 2017, 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 2017, 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.
17
August 2017
Dear
Shareholder
2017 SECOND INTERIM DIVIDEND
On 31
July 2017 your Directors declared a second interim dividend for
2017 of US$0.10 per ordinary share. This dividend is payable on 20
September 2017 to shareholders who are recorded on the Principal
register, Hong Kong or Bermuda Overseas Branch registers on 4
August 2017 ('record date'). You have a choice of receiving this
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$9.9680
(£7.6606) 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 2016 Annual General Meeting
shareholders gave Directors authority to offer a scrip dividend
scheme for a further three-year period, which will apply to this
second interim dividend for 2017. 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
Ben J S
Mathews
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
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 of 3 August 2017. 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 9 August 2017. For
this dividend the scrip price is US$9.9680
(£7.6606).
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
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Maximum
dividend available
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= maximum number of new
shares
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Market
Value
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(rounded down to
the nearest whole number)
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An
online calculator to assist you in calculating your dividend
entitlement is available at www.hsbc.com/dividends.
For
example, if you own 1,000 ordinary shares and the cash dividend is
US$0.10 per ordinary share, the maximum dividend available would be
US$100. The maximum number of new shares you would receive if the
Market Value was US$10 is therefore 10 new shares.
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 100 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 11
September 2017. For example, using the exchange rates on 9 August
2017, the US dollar cash dividend would be HK$0.7815 or
£0.0769. The exchange rate to be applied for this dividend
will be announced to the London, Hong Kong, New York, Paris and
Bermuda stock exchanges on or around 11 September
2017.
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 7 September 2017 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.
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 second
interim dividend for 2017, approximately 202,093,238 new shares
would be issued, representing an increase of 1.00 per cent in the
issued ordinary share capital (excluding treasury shares) of the
Company, as at the latest practicable date being 8 August 2017.
Accordingly, the total cost of the second interim dividend for 2017
if no new shares were issued would be approximately US$2,014
million. The applicable tax credit is the sterling equivalent of
approximately US$224 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 4 August 2017 in
order to receive the dividend.
*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.
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 20 September 2017, 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 20 September
2017.
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
20 September 2017.
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. For example, shareholders
in Ontario who have new shares allotted to them under the Scheme
must ensure that the first trade of their new shares is executed on
a stock exchange outside Canada.
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. To assist shareholders who receive a
scrip dividend, we will send a Dividend Confirmation which may be
needed for tax returns.
Timetable
of events
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American Depositary
Shares quoted ex-dividend in New York
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2
August 2017
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Ordinary shares
quoted ex-dividend in London, Hong Kong, Paris
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3
August 2017
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and
Bermuda
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Record
date for the second interim dividend for 2017 for
holders
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on the
Principal register, Hong Kong or Bermuda Overseas
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4
August 2017
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Branch
registers
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FINAL
DATE FOR RECEIPT BY REGISTRAR OF FORMS OF
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ELECTION,
REVOCATIONS OF STANDING INSTRUCTIONS
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7
September 2017
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FOR
SCRIP DIVIDENDS AND ELECTRONIC INSTRUCTIONS
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Exchange rate
determined for payment of dividends in sterling
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11
September 2017
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and
Hong Kong dollars
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Payment
date - dividend warrants mailed; new share
certificates
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or
Bermuda Overseas Branch register Transaction Advices
and
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20
September 2017
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Dividend
Confirmations mailed; and shares credited to stock
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accounts in
CREST
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Expected first day
of dealings in new shares in London,
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Hong
Kong, Paris and Bermuda; and in American Depositary
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20
September 2017
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Shares
in New York
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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.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
6 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 Douglas Flint, Stuart
Gulliver, Phillip Ameen†, Kathleen Casey†, Laura Cha†, Henri de Castries†, Lord Evans of Weardale†, Joachim Faber†, Irene Lee†, John Lipsky†, Iain Mackay, Heidi Miller†, Marc Moses, David Nish†, Jonathan Symonds†, Jackson Tai† and Pauline van der Meer Mohr†.
† Independent
non-executive Director
Produced
by Computershare Investor Services PLC, Bristol, UK
Printed
by Park Communications Limited, London, UK
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.
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HSBC
Holdings plc
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By:
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Name:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
17 August 2017
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