HSBC 2012 Annual Report Download - page 498

HSBC HOLDINGS PLC
Notes on the Financial Statements (continued)
38 – Called up share capital and other equity instruments
496
Tier 1 capital securities
Tier 1 capital securities are perpetual subordinated securities on which coupon payments may be deferred at the
discretion of HSBC Holdings. While any coupon payments are unpaid or deferred, HSBC Holdings will not declare,
pay dividends or make distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise
acquire any securities of lower or equal rank. Such securities do not generally carry voting rights but rank higher than
ordinary shares for coupon payments and in the event of a winding-up.
At HSBC Holdings’ discretion, and subject to certain conditions being satisfied, the capital securities may be
exchanged on any coupon payment date for non-cumulative preference shares to be issued by HSBC Holdings and
which would rank pari passu with the dollar and sterling preference shares in issue. The preference shares will be
issued at a nominal value of US$0.01 per share and a premium of US$24.99 per share, with both such amounts being
subscribed and fully paid.
HSBC has the following qualifying tier 1 capital securities in issue which are accounted for in equity:
At 31 December
First call
date
2012
US$m
2011
US$m
US$2,200m 8.125% perpetual subordinated capital securities ............................................. Apr 2013 2,133 2,133
US$3,800m 8.00% perpetual subordinated capital securities, Series 2 ................................ Dec 2015 3,718 3,718
5,851 5,851
Shares under option
Details of the options outstanding to subscribe for HSBC Holdings ordinary shares under the HSBC Holdings
Group Share Option Plan, the HSBC Share Plan and HSBC Holdings savings-related share option plans are given
in Note 7.
Aggregate options outstanding under these plans
Number of
HSBC Holdings
ordinary shares Period of exercise Exercise price
31 December 2012 ................................................... 159,703,771 2013 to 2018 £3.3116 – 7.9911
31,637,840 2013 to 2018 HK$37.8797 – 94.5057
2,180,263 2013 to 2018 €3.6361 – 9.5912
6,488,894 2013 to 2018 US$4.8876 – 12.0958
31 December 2011 .................................................... 216,078,250 2012 to 2017 £3.3116 – 7.9911
45,422,511 2012 to 2017 HK$37.8797 – 94.5057
3,176,265 2012 to 2017 €3.6361 – 9.5912
9,752,066 2012 to 2017 US$4.8876 – 12.0958
31 December 2010 .................................................... 249,242,968 2011 to 2016 £3.3116 – 8.4024
47,428,892 2011 to 2016 HK$37.8797 – 94.5057
3,128,508 2011 to 2016 €3.6361 – 9.5912
10,899,415 2011 to 2016 US$4.8876 – 12.0958
HSBC France plan
When it was acquired in 2000, HSBC France and certain of its subsidiary companies, including HSBC Private Bank
France, operated employee share option plans under which options could be granted over their respective shares.
There were outstanding options over the shares of HSBC Private Bank France, a subsidiary of HSBC France. On
exercise of those options, the HSBC Private Bank France shares were exchangeable for HSBC Holdings ordinary
shares at the ratio of 2.099984 HSBC Holdings ordinary shares for each HSBC Private Bank France share.
On 31 October 2011, HSBC Private Bank France merged with HSBC France. Options held over shares of HSBC
Private Bank France were converted into options over shares of HSBC France, at an exchange ratio of 7 HSBC
France shares for 45 HSBC Private Bank France shares. The options outstanding at 31 October 2011 were adjusted to
reflect the option exchange ratio. On exercise of these options, HSBC France shares would have been exchanged for
HSBC Holdings ordinary shares in the ratio of 13.499897 HSBC Holdings ordinary shares for each HSBC France
share.