HSBC 2010 Annual Report Download - page 356

HSBC HOLDINGS PLC
Notes on the Financial Statements (continued)
39 – Share capital and other equity instruments
354
HSBC Holdings non-voting deferred shares
301,500 non-voting deferred shares of £1 each were in issue throughout 2009 and up to 29 December 2010 and were
held by a subsidiary of HSBC Holdings. As part of a technical internal capital reorganisation necessitated by the
amended EU Capital Requirements Directive 2, which applied to HSBC Holdings from 31 December 2010, all of the
non-voting deferred shares of £1 each were cancelled.
Other equity instruments
On 9 April 2008, HSBC Holdings issued, in bearer form, 88m 8.125% Perpetual Subordinated Capital Securities
(‘Capital Securities’), each with a par value of US$25 and with an aggregate nominal value of US$2,200m. The
Capital Securities were issued at par value, raising US$2,133m, 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 or after 15 April 2013 at their
principal amounts together with any accrued, unpaid and deferred coupon payments. 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. At the
Company’s 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.
During June 2010, HSBC Holdings issued, in bearer form, 152m 8.00% of Perpetual Subordinated Capital Securities,
Series 2 (‘Capital Securities, Series 2’), each with a par value of US$25 and with an aggregate nominal value of
US$3,800m. The Capital Securities, Series 2 were issued at par value, raising US$3,718m, net of issuance costs.
These securities were issued on substantially the same terms as the Capital Securities issued in 2008. Coupon
payments on the Capital Securities, Series 2 are paid quarterly in arrears from 15 September 2010 and may be
deferred at the discretion of HSBC Holdings. The Capital Securities, Series 2 have no fixed maturity and are
redeemable at HSBC’s option on or after 15 December 2015 at their principal amounts together with any accrued,
unpaid and deferred coupon payments. At the Company’s discretion, and subject to certain conditions being satisfied,
the Capital Securities, Series 2 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.
Shares under option
Details of the options outstanding to subscribe for HSBC Holdings ordinary shares under the HSBC Holdings Group
Share Option Plan, HSBC Holdings Executive Share Option Scheme, the HSBC Share Plan and HSBC Holdings
savings-related share option plans are given in Note 9.
Aggregate options outstanding under these plans
Number of
HSBC Holdings
ordinary shares Period of exercise Exercise price
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
31 December 20091 ................................................... 270,742,989 2010 to 2015 £3.3116 – 8.4024
50,938,242 2010 to 2015 HK$37.8797 – 94.5057
3,283,710 2010 to 2015 €3.6361 – 9.5912
12,073,216 2010 to 2015 US$4.8876 – 12.0958
31 December 2008 .................................................... 211,226,573 2009 to 2015 £5.3496 – 9.642
11,344,167 2009 to 2014 HK$103.4401 – 108.4483
1,304,119 2009 to 2014 €8.6720 – 11.0062
7,382,145 2009 to 2014 US$13.3290 – 14.7478
1 During 2009, the number and prices of unexercised share options were adjusted for the rights issue.