HSBC 2008 Annual Report Download - page 57

55
shares issued by way of capitalisation of reserves.
Subject to the relevant insolvency laws and the
Articles of Association of HSBC Holdings, holders
of the relevant preference shares have the right in a
winding up of HSBC Holdings to receive out of the
assets of HSBC Holdings available for distribution
to its shareholders, in priority to any payment to the
holders of the ordinary shares and any other class of
shares of HSBC Holdings in issue (other than (i) the
other relevant preference shares and any other shares
expressed to rank pari passu therewith as regards
repayment of capital; and (ii) any shares which by
their terms rank in priority to the relevant preference
shares as regards repayment of capital), a sum equal
to any unpaid dividend on the relevant preference
shares which is payable as a dividend in accordance
with or pursuant to the Articles of Association and
the amount paid up or credited as paid up on the
relevant preference shares together with such
premium (if any) as may be determined by the
Board prior to allotment thereof.
HSBC Holdings may redeem the relevant
preference shares in accordance with the Articles of
Association and the terms on which the relevant
preference shares were issued and allotted. In the
case of the Dollar Preference Shares in issue at
2 March 2009, HSBC Holdings may redeem such
shares in whole at any time on or after 16 December
2010, subject to prior notification to the FSA.
Non-voting deferred shares
The non-voting deferred shares are held by a
subsidiary undertaking of HSBC Holdings. Holders
of the non-voting deferred shares are not entitled to
receive dividends on these shares. In addition, on
winding up or other return of capital, holders are
entitled to receive the amount paid up on their
shares after distribution to ordinary shareholders
of £10 million in respect of each ordinary share held
by them. The holders of the non-voting deferred
shares are not entitled to receive notice of or to
attend (either personally or by proxy) any general
meeting of HSBC Holdings or to vote (either
personally or by proxy) on any resolution to be
proposed thereat.
The following events occurred during the year
in relation to the share capital of HSBC Holdings:
Scrip dividends
1. 36,524,050 ordinary shares were issued at par in
January 2008 to shareholders who elected to
receive new shares in lieu of the third interim
dividend for 2007. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$16.821, being the US dollar
equivalent of £8.132.
2. 136,165,605 ordinary shares were issued at par
in May 2008 to shareholders who elected to
receive new shares in lieu of the fourth interim
dividend for 2007. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$16.4022, being the US
dollar equivalent of £8.132.
3. 15,191,514 ordinary shares were issued at par in
July 2008 to shareholders who elected to receive
new shares in lieu of the first interim dividend
for 2008. The market value per share used to
calculate shareholders’ entitlements to new
shares was US$16.8421, being the US dollar
equivalent of £8.519.
4. 47,687,930 ordinary shares were issued at par in
October 2008 to shareholders who elected to
receive new shares in lieu of the second interim
dividend for 2008. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$15.2466, being the
US dollar equivalent of £8.266.
All-Employee share plans
5. In connection with the exercise of options under
the HSBC Holdings savings-related share option
plans: 27,491,176 ordinary shares were issued
at prices ranging from £5.3496 to £7.6736 per
share; 1,782,367 ordinary shares were issued
at prices ranging from HK$103.4401 to
HK$108.4483 per share; 805,885 ordinary
shares were issued at prices ranging from
US$13.3290 to US$14.7478 per share; and
46,698 ordinary shares were issued at €10.4217
per share. Options over 18,163,336 ordinary
shares lapsed.
6. 2,667,632 ordinary shares were issued at
€8.3124 per share in connection with a Plan
d’Epargne Entreprise for the benefit of non-UK
resident employees of HSBC France and its
subsidiaries.
7. Options over 32,951,305 ordinary shares were
granted at nil consideration on 30 April 2008 to
nearly 70,000 HSBC employees resident in
nearly 70 countries and territories under the
HSBC Holdings savings-related share option
plans.
Discretionary share incentive plans
8. 4,050,585 ordinary shares were issued at prices
ranging from £6.2767 to £7.460 per share in
connection with the exercise of options under