ihg201209216kbatch.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington DC 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For 21 September 2012
 
 
InterContinental Hotels Group PLC

(Registrant's name)
 
 
Broadwater Park, Denham, Buckinghamshire, UB9 5HJ, United Kingdom
(Address of principal executive offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
 
Form 20-F           Form 40-F
 
 
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
 
Yes           No
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
 
 

 
 
EXHIBIT INDEX
 
 
99.1
Holding(s) in Company dated 11 September 2012
99.2
Special Dividend & Share Consolidation:Publication dated 14 September 2012






Exhibit No:  99.1
 
 
 
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
 
 
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
 
INTERCONTINENTAL HOTELS GROUP PLC
 
2 Reason for the notification
(please tick the appropriate box or boxes):
 
An acquisition or disposal of voting rights
  
 
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
  
 
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
  
 
An event changing the breakdown of voting rights
  
 
Other (please specify):
Due to a company reorganisation, Capital Research and Management Company ("CRMC") and Capital Group International, Inc. ("CGII") will no longer report relevant holdings under management separately. Instead the relevant holdings under management by CRMC and CGII will be reported in aggregate by The Capital Group Companies, Inc. ("CGC"). It is solely for this reason (and not as a result of any additional acquisition or disposal) that CGC is reporting this aggregated holding.
√
 
     
   
3. Full name of person(s) subject to the notification obligation:
 
 
The Capital Group Companies, Inc.
 
4. Full name of shareholder(s)
(if different from 3.):
 
 
See Schedule A
5. Date of the transaction and date on which the threshold is crossed or reached:
 
 
3 September 2012
6. Date on which issuer notified:
 
 
4 September 2012
 
7. Threshold(s) that is/are crossed or reached:
 
 
Above 5%
 
 8. Notified details:
A: Voting rights attached to shares
 
Class/type of
shares
 
if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights
Indirect
Direct
Indirect
Direct
Indirect
Ordinary Shares
 
 
14,874,456
 
 
14,874,456
 
 
14,874,456
  
 
 
14,874,456
  
5.1007%
GB00B1WQCS47
 
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
 
Type of financial
instrument
Expiration
date
Exercise/
Conversion
Period
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
 
% of voting
rights
n/a
        
 
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
Resulting situation after the triggering transaction
 
Type of financial
instrument
Exercise
price
Expiration
date
Exercise/
Conversion
period
Number of voting
rights instrument
refers to
% of voting rights
 
n/a
        
Nominal
Delta
 
   
 
 
Total (A+B+C)
 
Number of voting rights
Percentage of voting rights
14,874,456
5.1007%
 
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
 
See Schedule A
 
Proxy Voting:
 
10. Name of the proxy holder:
 
  
11. Number of voting rights proxy holder will cease to hold:
 
  
12. Date on which proxy holder will cease to hold voting rights:
 
  
   
13. Additional information:
 
  
14. Contact name:
 
NICOLETTE HENFREY
DEPUTY COMPANY SECRETARY &
 HEAD OF CORPORATE LEGAL
INTERCONTINENTAL HOTELS GROUP PLC
15. Contact telephone number:
 
01895 512 000
 
 
 
 
 
 
 
Schedule A
 
 
Number of
Percentage of
 
Shares
Outstanding
     
The Capital Group Companies, Inc ("CG") holdings
14,874,456
5.101%
     
Holdings by CG Management Companies and Funds:
    
     
Capital Research and Management Company  
14,874,456
5.101%

 
 
 
 
Exhibit No:  99.2
 

14 September 2012
 
InterContinental Hotels Group PLC ("IHG" or the "Company")
 
Special Dividend and Share Consolidation:  Publication of Circular
 
 
On Tuesday, 7 August 2012, the Board of IHG announced its intention to return US$1 billion of funds to Shareholders via a Special Dividend with a Share Consolidation of US$500 million and a Share Buyback Programme of US$500 million. The Board of IHG 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 at 10.00am on Monday, 8 October 2012 at the Holiday Inn London Bloomsbury, Coram Street, London WC1N 1HT.
 
Special Dividend
 
It is proposed that the amount of the Special Dividend is US$1.72 (108.4 pence) per Existing Ordinary Share. The Board is proposing to pay the Special Dividend to Shareholders on the Register as at 6.00pm on Monday, 8 October 2012 in sterling and to ADR holders on the ADR register as at 4.00pm (New York time) on Monday, 8 October 2012 (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 2012. The Special Dividend is expected to be paid to Shareholders and holders of ADRs on Monday, 22 October 2012.
 
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 15 Existing Ordinary Shares with 14 New Ordinary Shares. Upon the Share Consolidation becoming effective, the nominal value of the Ordinary Shares will change from 13 29/47 pence per Ordinary Share to 14 194/329 pence per Ordinary Share. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market for the best price reasonably obtainable on behalf of the relevant Shareholders. The net proceeds of the sale, after the deduction of the expenses of the sale, are expected to be paid in due proportion to the relevant Shareholders on Wednesday, 17 October 2012. 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 Tuesday, 11 September 2012 (being the last practicable date prior to the posting of the Circular) when the closing mid-market price per Existing Ordinary Share was 1,619 pence and there were 291,613,946 Existing Ordinary Shares in issue, the total amount of the Special Dividend was equivalent to 6.70 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 shares in the Company will be consolidated, each Shareholders' percentage holdings in the total issued share capital of the Company immediately before and after the implementation of the Share Consolidation will (save in respect of fractional entitlements) remain unchanged.
 
Authority to Purchase Own Shares
 
The Board of IHG 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 implementation of the Share Consolidation. Details of this proposal are set out in the Circular.
 

 
 
 
  Expected Timetable
2012
Latest time and date for receipt of Forms of Proxy
10.00am on Thursday, 4 October
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 Thursday, 4 October
General Meeting
10.00am on Monday, 8 October
Record date for participation in the Dividend Reinvestment Plan for the Special Dividend
5.00pm on Monday, 8 October
Shareholder record date for the Special Dividend and for the Share Consolidation
6.00pm on Monday, 8 October
Commencement of dealings in New Ordinary Shares
8.00am on Tuesday, 9 October
ADR effective date for the Special Dividend and for the Share Consolidation
9.30am (New York time) on Tuesday, 9 October
Commencement of dealings in new ADSs
9.30am (New York time) on Tuesday, 9 October
Ordinary Shares (but not ADSs) marked ex-Special Dividend
Tuesday, 9 October
CREST accounts credited with New Ordinary Shares
Tuesday, 9 October
Allocation by DTC of new ADSs to DTC participants corresponding with the cancellation of existing ADSs
Friday, 12 October
Despatch of cheques for fractional entitlements and certificates for New Ordinary Shares; CREST accounts credited with the value of fractional entitlements
Wednesday, 17 October
Payment of the Special Dividend to Shareholders and to holders of ADRs
Monday, 22 October
Purchase of New Ordinary Shares for participants in the Dividend Reinvestment Plan
Monday, 22 October
 
If any of the above 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 in this document are to London time.
 
The Circular will be posted or otherwise made available to Shareholders today. Copies of the Circular will shortly be available for inspection at www.hemscott.com/nsm.do and on the IHG website at www.ihgplc.com/investors under financial library.
 
All definitions used in the Circular to Shareholders dated 14 September 2012 have the same meaning when used in this announcement.
 
For further information
 
 
For Investor Relations enquiries
Catherine Dolton, Isabel Green:
 
+44 (0) 1895 512 176
   
For Media enquiries
Yasmin Diamond, Kari Kerr:
 
+44 (0) 1895 512 299
 
Goldman Sachs International, which is authorised and regulated in the UK by the Financial Services Authority, is acting for 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 Goldman Sachs International or for providing advice in relation to the Special Dividend and Share Consolidation, the contents of this announcement or any matter referred to herein.
 
Notes for editors
 
IHG (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with nine hotel brands including InterContinental® Hotels & Resorts, Hotel Indigo®, Crowne Plaza® Hotels & Resorts, Holiday Inn® Hotels and Resorts, Holiday Inn Express®, Staybridge Suites®, Candlewood Suites®, as well as our two newest brands, EVEN™ Hotels and HUALUXE™ Hotels & Resorts. IHG also manages Priority Club® Rewards, the world's first and largest hotel loyalty programme with over 67 million members worldwide.  IHG franchises, leases, manages or owns over 4,500 hotels and more than 666,000 guest rooms in nearly 100 countries and territories. With more than 1,000 hotels in its development pipeline, IHG expects to recruit around 90,000 people into additional roles across its estate over the next few years.  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.com for hotel information and reservations and www.priorityclub.com for more on Priority Club Rewards. For our latest news, visit www.ihg.com/media www.twitter.com/ihgplc , www.facebook.com/ihg or www.youtube.com/ihgplc.
 
 

 


 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
InterContinental Hotels Group PLC
   
(Registrant)
     
 
By:
/s/ C. Cox
 
Name:
C. COX
 
Title:
COMPANY SECRETARIAL OFFICER
     
 
Date:
21 September 2012