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 24 December 2004
InterContinental Hotels Group PLC
(Registrant's name)
67 Alma Road, Windsor, Berkshire, SL4 3HD, England
(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
| Exhibit Number | Exhibit Description | ||||
| 99.1 | EGM Statement dated 10 December 2004 | ||||
| 99.2 | Sale of 13 Americas Hotels dated 17 December 2004 | ||||
| 99.3 | Transaction in Own Shares dated 17 December 2004 | ||||
| 99.4 | Transaction in Own Shares dated 20 December 2004 | ||||
| 99.5 | Notification of Interest dated 20 December 2004 | ||||
| 99.6 | Transaction in Own Shares dated 21 December 2004 | ||||
| 99.7 | Notification of Interest dated 22 December 2004 | ||||
| 99.8 | Transaction in Own Shares dated 23 December 2004 | ||||
Exhibit 99.1
InterContinental Hotels Group PLC (the "Company")
10 December 2004
Result of EGM
At the Extraordinary General Meeting of the Company held today to consider the
Company's proposed Share Consolidation and a renewal of the Company's authority
to repurchase its own shares, both the proposed resolutions were duly passed.
The Share Consolidation was proposed in the context of the special interim
dividend of 72 pence per share, payable on the Company's Existing Ordinary
Shares immediately prior to the Share Consolidation. The Special Dividend will
be paid on 17 December 2004 to shareholders on the Register on 10 December 2004.
Application has been made to The UK Listing Authority and the London Stock
Exchange for 623,681,000 New Ordinary Shares of 112 pence each to be admitted to
the Official List and to trading on the London Stock Exchange's market for
listed securities.
In addition, 3,786,239 New Ordinary Shares are to be block listed. The block
listings consist of 1,372,956 New Ordinary Shares which may be issued under the
InterContinental Hotels Group Executive Share Option Plan and 2,413,283 New
Ordinary Shares that may be issued under the InterContinental Hotels Group
Sharesave Plan.
It is expected that dealings in the New Ordinary Shares will commence on 13
December 2004.
| Note to Editors: | |||
InterContinental Hotels Group PLC of the United Kingdom [LON:IHG, NYSE:IHG (ADRs)] is the world's most global hotel company and the largest by number of rooms. InterContinental Hotels Group owns, manages, leases or franchises, through various subsidiaries, more than 3,500 hotels and 536,000 guest rooms in nearly 100 countries and territories around the world. The Group owns a portfolio of well recognised and respected hotel brands including InterContinental® Hotels & Resorts, Crowne Plaza® Hotels & Resorts, Holiday Inn® Hotels and Resorts, Holiday Inn Express®, Staybridge Suites®, Candlewood Suites® and Hotel Indigo™, and also manages the world's largest hotel loyalty program, Priority Club® Rewards, with more than 23 million members worldwide. In addition to this, InterContinental Hotels Group has a controlling interest in Britvic, the second largest soft drinks manufacturer in the UK. | |||
InterContinental Hotels Group offers information and online reservations for all its hotel brands at www.ichotelsgroup.com and information for the Priority Club Rewards programme at www.priorityclub.com. | |||
For the latest news from InterContinental Hotels Group, visit our online Press Office at www.ihgplc.com/media. | |||
InterContinental Hotels Group PLC contacts
| Media Relations: Dee Cayhill / Leslie McGibbon | +44 (0) 1753 410425 | ||
Investor Relations: Gavin Flynn | +44 (0) 1753 410176 | ||
Exhibit 99.2
17 December 2004
INTERCONTINENTAL HOTELS GROUP
SALE OF 13 HOTELS IN THE AMERICAS
InterContinental Hotels Group PLC ("IHG") today announces it has agreed to sell
13 hotels in the US, Puerto Rico and Canada to Hospitality Properties Trust
("HPT") at a net sale price of US$425 million (before transaction costs),
equivalent to net book value. The transaction is expected to complete in the
first quarter of 2005, with IHG retaining long term management contracts on the
properties.
The properties will be sold for a cash price of US$450 million, with IHG
allocating US$25 million of the proceeds for capital expenditure on the 13
hotels over the next three years. The remaining $425 million of net disposal
proceeds will be used for general corporate purposes, including paying down US
dollar denominated debt, returning funds to shareholders and investing in the
business.
The 13 hotels (3,946 rooms) form part of the tranche of 20 properties IHG placed
on the market in July 2004 as part of its ongoing asset disposal programme and
consist of InterContinental hotels in Toronto, Houston, San Juan and Austin,
four Crowne Plaza hotels, three Holiday Inn hotels and two Staybridge Suites
properties.
The hotels will continue to be managed by IHG under a 25 year management
contract with HPT, with the exception of the contract on the InterContinental
San Juan which, for technical reasons, is structured as an operating lease but
with effectively the same economic structure as the management contract. IHG has
two consecutive options to extend the contracts on the properties for 15 years
each, giving a total potential contract length of up to 55 years.
Richard Solomons, finance director of IHG, commented:
"This transaction represents another significant step forward for IHG and builds
on our strong relationship with HPT. This demonstrates our ability to continue
to deliver on our stated strategy of reducing capital intensity by selling
hotels at attractive prices whilst retaining our brand on the properties."
Transaction details
1. HPT will receive an initial owner's priority cash return of 8% of the
transaction value, rising to 8.5% in the second year of the transaction.
Following payment of the priority, IHG will be entitled to receive base fees,
after which HPT is entitled to receive further (non-guaranteed) priority fees
and IHG to receive incentive fees.
2. As a result of the transaction, the aggregate level of guarantees given by
IHG to HPT will rise by less than 5% or US$5 million (£3 million) and will have
a limited life. In 2003, the 13 hotels generated US$13 million (£8 million) of
EBIT and US$34 million (£21 million) of EBITDA.
3. Any tax payable on this transaction has been fully provided for.
4. The transaction is subject to certain regulatory approvals expected to be
forthcoming.
Since Separation in April 2003, including today's announcement, IHG will have
sold 43 hotels with proceeds of £569 million. 94 properties remain on the market
with a net book value of £1.6 billion.
Sales announced today: 13 hotels, 3,946 rooms, net proceeds of $425m:
| 2004e | 2003 | |||||
| $ | $ | |||||
| Revenue | 179 | 168 | ||||
| EBITDA | 37 | 34 | ||||
| EBIT | 16 | 13 | ||||
| Hotel | Rooms | |||
| IC Toronto, ON, Canada | 210 | |||
| IC San Juan, Puerto Rico | 402 | |||
| IC Austin, TX, USA | 189 | |||
| IC Houston, TX, USA | 485 | |||
| CP Hilton Head, SC, USA | 340 | |||
| CP Los Angeles Airport, CA, USA | 613 | |||
| CP Redondo Beach, CA, USA | 346 | |||
| CP White Plains, NY, USA | 401 | |||
| HI Anaheim, CA, USA | 264 | |||
| HI Atlanta Airport, GA, USA | 190 | |||
| HI Memphis, TN, USA | 243 | |||
| SBS Toronto Markham, ON, Canada | 120 | |||
| SBS Anaheim, CA, USA | 143 | |||
For further information, please contact:
| Investor Relations (Gavin Flynn) | +44 (0) 1753 410 176 | ||
| +44 (0) 7808 098 972 | |||
| Media Affairs (Dee Cayhill/Leslie McGibbon) | +44 (0) 1753 410 423 | ||
| +44 (0) 7808 094 471 | |||
Notes to Editors
InterContinental Hotels Group PLC of the United Kingdom (LON:IHG, NYSE:IHG
(ADRs)) is the world's most global hotel company and the largest by number of
rooms. InterContinental Hotels Group franchises, manages, leases or owns,
through various subsidiaries, more than 3,500 hotels and 536,000 guest rooms in
nearly 100 countries and territories around the world. The Group owns a
portfolio of well recognised and respected hotel brands including
InterContinental® Hotels & Resorts, Crowne Plaza® Hotels & Resorts, Holiday
Inn® Hotels and Resorts, Holiday Inn Express®, Staybridge Suites®,
Candlewood Suites® and Hotel Indigo™, and also manages the world's largest
hotel loyalty program, Priority Club® Rewards, with more than 23 million
members worldwide. In addition to this, InterContinental Hotels Group has a
controlling interest in Britvic, the second largest soft drinks manufacturer in
the UK.
For the latest news from InterContinental Hotels Group, visit our online Press
Office at www.ihgplc.com/media
Exhibit 99.3
17th December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 750,000 of its ordinary shares at a price of 649.2867p per share.
Exhibit 99.4
20th December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 500,000 of its ordinary shares at a price of 651.995p per share.
Exhibit 99.5
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
InterContinental Hotels Group PLC
2) Name of shareholder having a major interest
Deutsche Bank AG and its subsidiary companies
3) Please state whether notification indicates that it is in respect of
holding of the shareholder names in 2 above or in respect of a non
beneficial interest or in the case of an individual holder if it is a holding
of that person's spouse or children under the age of 18
Non-beneficial interest
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
Deutsche Bank AG and its subsidiary companies
(Shareholding prior to the Company's share consolidation, effective from 13
December 2004)
5) Number of shares/amount of stock acquired
Not advised
6) Percentage of issued class
N/A
7) Number of shares/amount of stock disposed
Not advised
8) Percentage of issued class
N/A
9) Class of security
Ordinary shares of £1 each
(Nominal value of shares prior to the share consolidation)
10) Date of transaction
Prior to 10 December 2004
11) Date company informed
17 December 2004
12) Total holding following this notification
24,219,137
(Prior to the share consolidation)
13) Total percentage holding of issued class following this notification
3.47%
(Prior to the share consolidation)
14) Any additional information
N/A
15) Name of contact and telephone number for queries
Catherine Springett 01753 410 242
16) Name and signature of authorised company official responsible for
making this notification
Catherine Springett
17) Date of notification
20 December 2004
Exhibit 99.6
21st December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 250,000 of its ordinary shares at a price of 649.564p per share.
Exhibit 99.7
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
InterContinental Hotels Group PLC
2) Name of shareholder having a major interest
Wellington Management Company LLP
3) Please state whether notification indicates that it is in respect of
holding of the shareholder names in 2 above or in respect of a non
beneficial interest or in the case of an individual holder if it is a holding
of that person's spouse or children under the age of 18
Non-beneficial interest
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
Wellington Management Company LLP
5) Number of shares/amount of stock acquired
N/A
6) Percentage of issued class
N/A
7) Number of shares/amount of stock disposed
Not advised
8) Percentage of issued class
N/A
9) Class of security
Ordinary shares of 112 pence each
10) Date of transaction
Not advised
11) Date company informed
21 December 2004
12) Total holding following this notification
16,742,831
13) Total percentage holding of issued class following this notification
2.69%
14) Any additional information
N/A
15) Name of contact and telephone number for queries
Catherine Springett 01753 410 242
16) Name and signature of authorised company official responsible for
making this notification
Catherine Springett
17) Date of notification
22 December 2004
Exhibit 99.8
23rd December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 250,000 of its ordinary shares at a price of 650.45p per share.
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: | 24 December 2004 | |