HSBC 2008 Annual Report Download - page 434

HSBC HOLDINGS PLC
Notes on the Financial Statements (continued)
Note 37
432
Issued
2008 2007
US$m US$m
HSBC Holdings ordinary shares ....................................................................................................... 6,053 5,915
Number US$m
HSBC Holdings ordinary shares
At 1 January 2008 .............................................................................................................................. 11,829,052,317 5,915
Shares issued under HSBC Finance share plans ............................................................................... 65,198 –
Shares issued under HSBC employee share plans ............................................................................ 40,578,468 20
Shares issued in lieu of dividends ..................................................................................................... 235,569,099 118
At 31 December 2008 ........................................................................................................................ 12,105,265,082 6,053
At 1 January 2007 .............................................................................................................................. 11,572,207,735 5,786
Shares issued under HSBC Finance share plans ............................................................................... 685,005 –
Shares issued under HSBC employee share plans ............................................................................ 32,620,922 17
Shares issued in lieu of dividends ..................................................................................................... 223,538,655 112
At 31 December 2007 ........................................................................................................................ 11,829,052,317 5,915
All ordinary shares in issue confer identical rights in respect of capital, dividends, voting and otherwise.
Number US$m
HSBC Holdings non-cumulative preference shares of US$0.01 each
At 1 January 2008 and 31 December 2008 ....................................................................................... 1,450,000 –
At 1 January 2007 and 31 December 2007 ....................................................................................... 1,450,000 –
Dividends on the HSBC Holdings non-cumulative dollar preference shares in issue are paid quarterly at the sole and
absolute discretion of the Board of Directors. The Board of Directors will not declare a dividend on the preference
shares in issue if payment of the dividend would cause HSBC Holdings not to meet the applicable capital adequacy
requirements of the FSA or the profit of HSBC Holdings available for distribution as dividends is not sufficient to
enable HSBC Holdings to pay in full both dividends on the preference shares in issue and dividends on any other
shares that are scheduled to be paid on the same date and that have an equal right to dividends. HSBC Holdings may
not declare or pay dividends on any class of its shares ranking lower in the right to dividends than the preference
shares in issue nor redeem nor purchase in any manner any of its other shares ranking equal with or lower than the
preference shares in issue unless it has paid in full, or set aside an amount to provide for payment in full, the
dividends on the preference shares in issue for the then-current dividend period. The preference shares in issue carry
no rights to conversion into ordinary shares of HSBC Holdings. Holders of the preference shares in issue will only be
entitled to attend and vote at general meetings of shareholders of HSBC Holdings if the dividend payable on the
preference shares in issue has not been paid in full for four consecutive dividend payment dates. In such
circumstances, holders of the preference shares in issue will be entitled to vote on all matters put to general meetings
until such time as HSBC Holdings has paid a full dividend on the preference shares in issue. HSBC Holdings may
redeem the preference shares in issue in whole at any time on or after 16 December 2010, subject to prior notification
to the FSA.
HSBC Holdings non-voting deferred shares
The 301,500 non-voting deferred shares were in issue throughout 2007 and 2008 and are held by a subsidiary 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.
Other equity instruments
On 9 April 2008, HSBC Holdings issued, in bearer form, 88 million 8.125 per cent Perpetual Subordinated Capital
Securities (‘Capital Securities’), each with a par value of US$25 and with an aggregate nominal value of
US$2,200 million. The securities were issued at par value, raising US$2,133 million, net of issuance costs. The
Capital Securities were issued to support the development of and to strengthen further HSBC’s capital base. Coupon
payments on the Capital Securities are paid quarterly in arrears from 15 July 2008 and may be deferred at the
discretion of HSBC Holdings. The Capital Securities have no fixed maturity and are redeemable at HSBC’s option on