Circular to Shareholders

 

 

InterContinental Hotels Group PLC ("IHG" or the "Company")

 

Special Dividend and Share Consolidation:  Publication of Circular

 

 

On Friday, 2 May 2014, the Board of IHG announced its intention to return US$750 million to Shareholders via a Special Dividend with a Share Consolidation. The Board today announces it is publishing a circular (the "Circular") setting out full details of the proposed Special Dividend and associated Share Consolidation and convening a General Meeting to be held on Monday, 30 June 2014 at 9.30am at the Crowne Plaza London Kensington, 100 Cromwell Road, London, SW7 4ER.

 

Special dividend

 

The proposed amount of the Special Dividend is US$2.93 (174.9 pence) per Existing Ordinary Share. The Board is proposing to pay the Special Dividend to Shareholders on the Register at 6.00pm on Monday, 30 June 2014 in pounds sterling and to ADR holders on the record as at 4.00pm (New York time) on Monday, 30 June 2014 (being the close of business on the day before the ADR effective date) in US dollars, in each case as an interim dividend in respect of the financial year ending 31 December 2014. The Special Dividend is expected to be paid to Shareholders and to holders of ADRs on Monday, 14 July 2014.

 

Share consolidation

 

It is proposed that the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital. The Share Consolidation will replace every 13 Existing Ordinary Shares with 12 New Ordinary Shares. Upon the Share Consolidation, the nominal value of the Ordinary Shares will change from 14 ¹⁹⁴/₃₂₉ pence per Ordinary Share to 15 ²⁶⁵/₃₂₉ pence per Ordinary Share. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market on behalf of the relevant Shareholders. The proceeds of the sale are expected to be sent to Shareholders on Wednesday, 9 July 2014. The value of any Shareholder's fractional entitlement will not exceed the value of one New Ordinary Share.

 

As at the close of business on Wednesday, 4 June 2014 (being the last practicable date prior to the posting of the Circular) when the closing mid-market price per Existing Ordinary Share was 2,309 pence and there were 255,793,702 Existing Ordinary Shares in issue (excluding treasury shares), the total amount of the Special Dividend was equivalent to 7.6 per cent. of the market capitalisation of the Company. The effect of the Share Consolidation will be to reduce the number of Ordinary Shares in issue by approximately the same percentage.

 

As all ordinary shareholdings in the Company will be consolidated, Shareholders' percentage holdings in the issued share capital of the Company will (save in respect of fractional entitlements) remain unchanged.

 

Authority to purchase own shares

 

The Board will also submit to its Shareholders at the General Meeting a proposal for a renewed authority to enable the Company to make market purchases of its New Ordinary Shares following the Share Consolidation. Details of this proposal are set out in the Circular.

 

Expected timetable

 

If any of the below times and / or dates change, the revised times and / or dates will be notified to Shareholders by announcement through a Regulatory Information Service. Unless otherwise stated, all references to times given below are to London time.

 

	2014
Latest time and date for receipt of Forms of Proxy	9.30am on Thursday, 26 June
Latest time and date for receipt by the ADR Depositary of completed Voting Instruction cards from holders of ADRs	12.00pm (New York time) on Friday, 27 June
General Meeting	9.30am on Monday, 30 June
Record date for participation in the Dividend Reinvestment Plan for the Special Dividend	5.00pm on Monday, 30 June
Shareholder record date for the Special Dividend and for the Share Consolidation	6.00pm on Monday, 30 June
ADR holder record date for the Special Dividend and for the Share Consolidation	4.00pm (New York time) on Monday, 30 June
Commencement of dealings in New Ordinary Shares	8.00am on Tuesday, 1 July
Ordinary Shares (but not ADSs) marked ex-Special Dividend	Tuesday, 1 July
CREST accounts credited with New Ordinary Shares	Tuesday, 1 July
ADR effective date for the Special Dividend and for the Share Consolidation	9.30am (New York time) on Tuesday, 1 July
Commencement of dealings in new ADSs	9.30am (New York time) on Tuesday, 1 July
Despatch of cheques for fractional entitlements and certificates for New Ordinary Shares; CREST accounts credited with the value of fractional entitlements	Wednesday, 9 July
Payment of the Special Dividend to Shareholders and to holders of ADRs	Monday, 14 July
Purchase of New Ordinary Shares for participants in the Dividend Reinvestment Plan	Monday, 14 July

 

Other information

 

The Circular will be posted or otherwise made available to Shareholders today. The Circular will be available on the IHG website at www.ihgplc.com/investors under financial library, and copies of both the Circular and the form of proxy for use in connection with the General Meeting will shortly be available for inspection at www.hemscott.com/nsm.do.

 

The £:US$ exchange rate information used above is £0.597:US$1. This rate has been determined using the WM / Reuters closing mid-point spot rate (to three decimal places) as at 4.00pm on Wednesday 4 June 2014.

 

All definitions used in the Circular to Shareholders dated 6 June 2014 have the same meaning when used in this announcement.

 

For further information

 

Investor Relations (Catherine Dolton, David Kellett,	+44 (0)1895 512176	+44 (0)7808 098724
Isabel Green):
Media Relations (Yasmin Diamond, Zoe Bird):	+44 (0)1895 512008	+44 (0)7736 746167

 

Merrill Lynch International, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as a corporate broker to InterContinental Hotels Group PLC and no-one else in connection with the Special Dividend and Share Consolidation and will not be responsible to anyone other than InterContinental Hotels Group PLC for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in connection with the proposed Special Dividend and Share Consolidation or the contents of this document or any other matter referred to herein.

 

Notes for editors

 

IHG (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of nine hotel brands, including InterContinental® Hotels & Resorts, Hotel Indigo®, Crowne Plaza® Hotels & Resorts, Holiday Inn® Hotels & Resorts, Holiday Inn Express®, Staybridge Suites®, Candlewood Suites®, EVEN™ Hotels and HUALUXE® Hotels and Resorts.

 

IHG manages IHG® Rewards Club, the world's first and largest hotel loyalty programme with nearly 79 million members worldwide. The programme was relaunched in July 2013, offering enhanced benefits for members including free internet across all hotels, globally.

 

IHG franchises, leases, manages or owns over 4,700 hotels and 688,000 guest rooms in nearly 100 countries and territories, with more than 1,100 hotels in its development pipeline.

 

InterContinental Hotels Group PLC is the Group's holding company and is incorporated in Great Britain and registered in England and Wales.

 

Visit www.ihg.comfor hotel information and reservations and www.ihgrewardsclub.com for more on IHG Rewards Club. For our latest news, visit: www.ihg.com/media, www.twitter.com/ihg, www.facebook.com/ihg or www.youtube.com/ihgplc.