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 14
December 2018
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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Publication
of Circular dated 14 December 2018
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Exhibit
No: 99.1
InterContinental Hotels Group PLC ("IHG" or the
"Company")
Special Dividend and Share Consolidation: Publication of
Circular
On
Friday, 19 October 2018, the Board of IHG announced its intention
to return US$500 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 at 10.00am on Friday, 11
January 2019 at the Crowne Plaza London Kings Cross, 1 King's Cross
Road, London WC1X 9HX.
Special dividend
The
proposed amount of the Special Dividend is US$2.621 per Existing
Ordinary Share. The corresponding amount in pounds sterling will be
announced on Thursday, 17 January 2019, calculated based on the
average of the market exchange rates for the three dealing days
commencing Monday, 14 January 2019. The Board is proposing to
pay the Special Dividend to Shareholders on the Register as at
6.00pm on Friday, 11 January 2019 in pounds sterling and to ADR
holders on the ADR register as at 4.00pm (New York time) on Friday,
11 January 2019 (being the close of business on the day before the
ADR effective date) in US dollars. The Special Dividend is expected
to be paid to Shareholders and to ADR holders on Tuesday, 29
January 2019.
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 General Meeting, details of which are set out in the Circular.
The Share Consolidation proposes to replace every 20 Existing
Ordinary Shares of IHG with 19 New Ordinary Shares. Upon the Share
Consolidation, the nominal value of the Ordinary Shares will change
from 19 17/21 pence per
Ordinary Share to 20 340/399 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, 23 January 2019. The value
of any Shareholder's fractional entitlement will not exceed the
value of one New Ordinary Share.
The
effect of the Share Consolidation will be to reduce the number of
Ordinary Shares in issue by approximately the same percentage as
the total amount of the Special Dividend bears in relation to the
market capitalisation of the Company before the Share Consolidation
is carried out.
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. In line with the existing authority approved at the
Company's AGM on Friday, 4 May 2018, the proposal seeks
authority to purchase up to approximately 10 per cent of its new
issued share capital after the Share Consolidation. Further 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.
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2019
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Latest time and date for receipt of Forms of Proxy
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10.00am on
9 January
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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) on9 January
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General Meeting
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10.00am on 11 January
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Record date for participation in the Dividend Reinvestment Plan for
the Special Dividend
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5.00pm on 11 January
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Shareholder Record Date for the Special Dividend and for the Share
Consolidation
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6.00pm on 11 January
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ADR holder record date for the Special Dividend and for the Share
Consolidation
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4.00pm (New York time) on11 January
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Commencement of dealings in New Ordinary Shares
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8.00am on 14 January
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Ordinary Shares (but not ADSs) marked ex-Special
Dividend
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14 January
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CREST accounts credited with New Ordinary Shares
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14 January
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ADR effective date for the Share Consolidation
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9.30am (New York time)14 January
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Commencement of dealings in new ADSs
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9.30am (New York time)14 January
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Announcement of the Pounds Sterling amount to be paid in respect of
the Special Dividend
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17 January
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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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23 January
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Payment of the Special Dividend to Shareholders and to holders of
ADRs
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29 January
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Purchase of New Ordinary Shares for participants in the Dividend
Reinvestment Plan
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29 January
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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/shareholder-centre under AGMs and
meetings, 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.morningstar.co.uk/uk/nsm.
All
definitions used in the Circular to Shareholders dated 14 December
2018 have the same meaning when used in this
announcement.
For further information
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Investor Relations (Heather Wood; Matthew Kay)
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+44 (0)1895 512 176
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+44 (0)7527 419 431
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Media Relations (Yasmin Diamond; Mark Debenham)
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+44 (0)1895 512 097
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+44 (0)7527 424 046
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Goldman
Sachs 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 Goldman Sachs 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 to Editors:
IHG® (InterContinental
Hotels Group) [LON:IHG, NYSE:IHG (ADRs)]
is a global organisation with a broad portfolio of hotel brands,
including Regent
Hotels & Resorts, InterContinental® Hotels
& Resorts, Kimpton® Hotels
& Restaurants, Hotel
Indigo®, EVEN® Hotels, HUALUXE® Hotels
and Resorts, Crowne
Plaza® Hotels
& Resorts, voco™, Holiday
Inn®, Holiday
Inn Express®, Holiday
Inn Club Vacations®, Holiday
Inn Resort®, avid® hotels, Staybridge
Suites® and Candlewood
Suites®.
IHG franchises, leases, manages or owns more than 5,500 hotels and
approximately 826,000 guest rooms in almost 100 countries, with
more than 1,800 hotels in its development pipeline. IHG also
manages IHG® Rewards
Club, our
global loyalty programme, which has more than 100 million enrolled
members.
InterContinental Hotels Group PLC is the Group's holding
company and is incorporated in Great Britain and
registered in England and Wales. More than 375,000
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.
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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14 December 2018
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