HSBC 2010 Annual Report Download - page 218

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Share capital > Rights and obligations / During 2010 // Dividends, shareholders and meetings > Dividends for 2010
216
Subject to the relevant insolvency laws and the
Articles of Association of HSBC Holdings, holders
of the Dollar 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 Dollar 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
Dollar Preference Shares together with such
premium (if any) as may be determined by the
Board prior to allotment thereof. In the case of the
Dollar Preference Shares in issue at 28 February
2011, the premium is US$9,999.99 per Dollar
Preference Share.
The Dollar Preference Shares may be redeemed
in accordance with the Articles of Association and
the terms on which Dollar Preference Shares were
issued and allotted. In the case of the Dollar
Preference Shares in issue at 28 February 2011,
HSBC Holdings may redeem such shares in whole
at any time on or after 16 December 2010, subject to
prior notification to the FSA.
Sterling Preference Shares
The Sterling Preference Shares carry the same rights
and obligations under the Articles of Association as
the Dollar Preference Shares, save in respect of
certain rights and obligations that attach to Sterling
Preference Shares to be determined by the Board
prior to allotment of the relevant preference shares
and the timing and payment of proceeds from the
redemption of each class of share. The one Sterling
Preference Share in issue at 28 February 2011
carries the same rights and obligations as the Dollar
Preference Shares in issue at 28 February 2011 to
the extent described in the section above save as
follows:
1. the holder of the Sterling Preference Share is
not entitled to attend or vote at general
meetings;
2. the Sterling Preference Share may be redeemed
in whole on any date as may be determined by
the Board; and
3. the exceptions to the circumstances in which a
dividend will not be declared or paid do not
apply.
A dividend of £0.04 per annum is payable on
the Sterling Preference Share in issue at 28 February
2011. The dividend is paid at the rate of £0.01 per
quarter at the sole and absolute discretion of the
Board.
Euro Preference Shares
The Euro Preference Shares carry the same rights
and obligations under the Articles of Association as
the Dollar Preference Shares, save in respect of
certain rights and obligations that attach to Euro
Preference Shares which are to be determined by the
Board prior to allotment of the relevant preference
shares and the timing and payment of proceeds from
the redemption of each class of share.
Share capital during 2010
The following events occurred during the year in
relation to the ordinary share capital of HSBC
Holdings:
Scrip dividends
1. 13,135,446 ordinary shares were issued at par
in January 2010 to shareholders who elected to
receive new shares in lieu of the third interim
dividend for 2009. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$12.2112, being the
US dollar equivalent of £7.3900.
2. 81,996,589 ordinary shares were issued at par
in May 2010 to shareholders who elected to
receive new shares in lieu of the fourth interim
dividend for 2009. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$10.2149, being the US
dollar equivalent of £6.8154.
3. 83,004,992 ordinary shares were issued at par in
July 2010 to shareholders who elected to receive
new shares in lieu of the first interim dividend
for 2010. The market value per share used to
calculate shareholders’ entitlements to new
shares was US$8.9918, being the US dollar
equivalent of £6.2990.
4. 74,810,373 ordinary shares were issued at par in
October 2010 to shareholders who elected to
receive new shares in lieu of the second interim
dividend for 2010. The market value per share
used to calculate shareholders’ entitlements to
new shares was US$9.8237, being the US dollar
equivalent of £6.3832.