Blueprint
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 13
April 2017
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
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99.1
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Total
Voting Rights dated 03 April 2017
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99.2
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Notice
of AGM, Special Div and Share Consolidation dated 04 April
2017
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99.3
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Director/PDMR
Shareholding dated 04 April 2017
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99.4
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Director/PDMR
Shareholding dated 04 April 2017
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|
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Exhibit
No: 99.1
InterContinental Hotels Group PLC (the "Company")
Total Voting Rights and Capital
In
accordance with Disclosure and Transparency Rule 5.6.1, the Company
announces that, as at 31 March
2017, its issued share capital consists of 206,379,760 ordinary
shares of 18 318/329 pence each with each share carrying the right
to one vote. 7,945,545 ordinary shares are held in treasury. The
total number of voting rights in the Company is
198,434,215.
The
above figure may be used by shareholders as the denominator for the
calculations by which they may determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Nicolette
Henfrey
SVP,
Deputy Company Secretary & Head of Corporate Legal
For
further information, please contact:
Corporate
Legal & Secretariat (Nicolette Henfrey): +44 (0)1895 512
000
Exhibit
No: 99.2
4 April
2017
InterContinental Hotels Group PLC ("IHG" or the
"Company")
Publication of Circular: Notice of Annual General Meeting and
details of Special Dividend and Share Consolidation
On 21
February 2017, the Board of IHG announced its intention to return
US$400 million to Shareholders via a Special Dividend with a Share
Consolidation. The Board today announces it is publishing a
circular (the "Circular") which contains notice of its Annual
General Meeting and provides further details of the proposed
Special Dividend and Share Consolidation. The Annual General
Meeting is to be held on 5 May 2017 at 11.00am at the
InterContinental London Park Lane, One Hamilton Place, Park Lane,
London, W1J 7QY.
Special Dividend
The
amount of the Special Dividend is US$2.025 per Existing Ordinary
Share. The Board is proposing to pay the Special Dividend to
Shareholders on the Register at 6.00pm on 5 May 2017 in Pounds
Sterling and to ADR holders on the ADR register as at 4.00pm (New
York time) on 5 May 2017 (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 2017. The Board also announced on 21 February 2017 a
proposed final dividend of US$0.64 per Existing Ordinary Share. The
Pounds Sterling amount to be paid in respect of the Final Dividend
and Special Dividend will be announced on 11 May 2017, based on the
average of the market exchange rates on the three dealing days
commencing 8 May 2017, using the WM/Reuters closing mid-point spot
rate as at 4:00pm. The Final Dividend and Special Dividend are
expected to be paid to Shareholders and to holders of ADRs on 22
May 2017.
Share Consolidation
It is
proposed that the payment of the Special Dividend be accompanied by
a consolidation of the Company's ordinary share capital. A
resolution to effect the Share Consolidation will be proposed at
the Annual General Meeting, details of which are set out in the
Circular. The Share Consolidation proposes to replace IHG's
Existing Ordinary Shares of 18318/329 pence with New
Ordinary Shares of 1917/21 pence each in
the capital of IHG. 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 the relevant Shareholders on 16 May 2017. 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 30 March 2017 (being the last practicable
date prior to the posting of the Circular) when the closing
mid-market price per Existing Ordinary Share was 3,937 pence and
there were 198,434,215 Existing Ordinary Shares in issue (excluding
treasury shares), the total amount of the Special Dividend was
equivalent to 4.2 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.
Expected timetable for the Special Dividend and Share
Consolidation
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.
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2017
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Latest
time and date for receipt of Forms of Proxy
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11.00am
on 3 May
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Latest
time and date for receipt by the ADR Depositary of completed Voting
Instruction cards from holders of ADRs
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12.00pm
(New York time) on 3 May
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Annual
General Meeting
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11.00am
on 5 May
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Record
date for participation in the Dividend Reinvestment Plan for the
Special Dividend
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5.00pm
on 5 May
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Shareholder
record date for the Special Dividend and for the Share
Consolidation
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6.00pm
on 5 May
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ADR
holder record date for the Special Dividend and for the Share
Consolidation
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4:00 pm
(New York time) on 5 May
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Commencement
of dealings in New Ordinary Shares
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8.00am
on 8 May
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Ordinary
Shares (but not ADSs) marked ex-Special Dividend
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8
May
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CREST
accounts credited with New Ordinary Shares
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8
May
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ADR
effective date for the Special Dividend and for the Share
Consolidation
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9.30am
(New York time) on 8 May
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Commencement
of dealings in new ADSs
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9.30am
(New York time) on 8 May
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Announcement
of the Pounds Sterling amount to be paid in respect of the Special
Dividend
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11
May
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Despatch
of cheques for fractional entitlements and certificates for New
Ordinary Shares; CREST accounts credited with the value of
fractional entitlements
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16
May
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Payment
of the Special Dividend to Shareholders and to holders of
ADRs
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22
May
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Purchase
of New Ordinary Shares for participants in the Dividend
Reinvestment Plan
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22
May
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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, in
compliance with Listing Rule 9.6.1, copies of both the Circular and
the form of proxy for use in connection with the Annual General
Meeting will shortly be available for inspection at
www.hemscott.com/nsm.do.
All
definitions used in the Circular to Shareholders dated 4 April 2017
have the same meaning when used in this announcement.
For further information
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Investor
Relations (Heather Wood, Neeral Morzaria):
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+44
(0)1895 512176
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+44
(0)7808 098724
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Media
Relations (Yasmin Diamond, Jovana Lakcevic):
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+44
(0)1895 512008
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+44
(0)7736 746627
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Notes for editors
IHG® (InterContinental Hotels Group) [LON:IHG, NYSE:IHG
(ADRs)] is a global organisation with a broad portfolio of hotel
brands, including InterContinental®
Hotels & Resorts, Kimpton® Hotels
& Restaurants, Hotel
Indigo®, EVEN®
Hotels, HUALUXE® Hotels
and Resorts, Crowne Plaza®
Hotels & Resorts, Holiday Inn®
Hotels & Resorts, Holiday Inn
Express®, Staybridge
Suites® and Candlewood
Suites®.
IHG
franchises, leases, manages or owns nearly 5,200 hotels and 770,000
guest rooms in almost 100 countries, with nearly 1,500 hotels in
its development pipeline. IHG also manages IHG® Rewards
Club, the world's first and largest hotel loyalty programme,
with more than 100 million enrolled members
worldwide.
InterContinental Hotels Group PLC is the Group's holding
company and is incorporated in Great Britain and registered in
England and Wales. More than 350,000 people work across IHG's
hotels and corporate offices globally.
Visit www.ihg.com
for hotel information and
reservations and www.ihgrewardsclub.com
for more on IHG Rewards Club. For our
latest news, visit: www.ihgplc.com/media
and follow us on social media
at: www.twitter.com/ihg,
www.facebook.com/ihg
and www.youtube.com/ihgplc.
Exhibit
No: 99.3
InterContinental Hotels Group PLC
Notification of Transaction by Director, Person Discharging
Managerial Responsibilities or Person Closely
Associated
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1
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Details of the person discharging managerial responsibilities /
person closely associated
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a)
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Name
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Kenneth
Macpherson
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2
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Reason for the notification
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a)
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Position/status
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Chief
Executive, Greater China
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b)
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Initial notification /Amendment
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Initial
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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a)
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Name
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InterContinental
Hotels Group PLC
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b)
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LEI
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4
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
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a)
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Description of the financial instrument, type of
instrument
Identification
code
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Ordinary Shares
GB00BYXK6398
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b)
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Nature of the transaction
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Grant
of Awards under InterContinental Hotels Group PLC Annual
Performance Plan (APP)
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c)
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Price(s) and volume(s)
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Condititional
rights over a total of 12,830 free shares; the number of shares
calculated by reference to a price of £38.97, being the MMQ of
the Company's share price at the close of business on the 3 dealing
days preceding the date of grant.
The
award is conditional and may be forfeited if Kenneth Macpherson
ceases employment with the Group before 31 March 2020.
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d)
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Aggregated information
- Aggregated volume
- Price
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As noted in 4c above
As noted in 4c above
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e)
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Date of the transaction
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2017-04-03
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f)
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Place of the transaction
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Outside
a trading venue
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Exhibit
No: 99.4
InterContinental Hotels Group PLC
Transaction Notification
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1
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Details of the person discharging managerial responsibilities /
person closely associated
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a)
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Name
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Federico
Lalatta Costerbosa
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2
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Reason for the notification
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a)
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Position/status
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Executive
Vice President, Global Strategy and Corporate
Development
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b)
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Initial notification /Amendment
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Initial
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
InterContinental
Hotels Group PLC
|
|
b)
|
LEI
|
|
|
4
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
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Ordinary Shares
GB00BYXK6398
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b)
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Nature of the transaction
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Shares
transferred at nil consideration pursuant to the vesting of shares
under an Annual Performance Plan award, dated 3 October 2014. And
immediately sold, following adjustments for tax and social security
withholdings.
|
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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£39.07
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7,834
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d)
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Aggregated information
- Aggregated volume
- Price
-
Aggregated total
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7,834
£39.07
£306,074.38
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e)
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Date of the transaction
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2017-03-31
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f)
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Place of the transaction
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XLON
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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.
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InterContinental Hotels Group PLC
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(Registrant)
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By:
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/s/ F.
Cuttell
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Name:
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F.
CUTTELL
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Title:
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ASSISTANT
COMPANY SECRETARY
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Date:
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13 April 2017
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