Bond Tender Offer

InterContinental Hotels Group PLC 11 November 2004 InterContinental Hotels Group PLC 11 November 2004 Press Release InterContinental Hotels Group PLC launches bond Tender Offer. InterContinental Hotels Group PLC ("IHG") announced today that it is offering to purchase for cash (the "Tender Offer") its €600 million 4.75% Notes due 20 October 2010 (the "Notes"). In conjunction with the Tender Offer, IHG will be calling noteholders' meetings seeking to add a call option to the Notes to enable IHG to redeem those Notes which are not submitted in the Tender Offer (the "Noteholders' Meetings"). IHG has recently signed a new £1.6bn syndicated bank facility which will provide it with flexible funding for the next five years. The Tender Offer demonstrates IHG's continued commitment towards optimising its sources of funding and provides 2010 Noteholders with the opportunity to realise price gains on the Notes. The Tender Offer begins on 11 November 2004 and ends on 3 December 2004 at 5:00 p.m. (CET). The Noteholders' Meetings are scheduled to occur on 6 December 2004. Assuming successful passage of the proposed resolutions at the Noteholders' Meetings, the Tender Offer's applicable cash prices will be set on 7 December 2004 at 11:00 a.m. (CET) with settlement occurring soon thereafter. Noteholders responding to the Tender Offer by 5:00 p.m. (CET) on 24 November 2004 will receive the full tender price, with those responding thereafter receiving a reduced tender price. Pricing details of the Tender Offer are as follows: Issuer: InterContinental Hotels Group PLC Notes: €600 million 4.75% Notes due 20 October 2010 (ISIN: XS0178293196) Reference Government Security: DBR 5.25% Notes due 4 July 2010 Fixed Tender Spread for respondents on or before 5:00 p.m. (CET) on 24 November 2004: +40 bps Illustrative Cash Price*: 105.429 Fixed Tender Spread for respondents after 5:00 p.m. (CET) on 24 November 2004: +52 bps Illustrative Cash Price*: 104.788 *Based on adding the Fixed Tender Spread to the bid yield to maturity of the Reference Government Security quoted as of 10 November 2004 and converting to a cash price, assuming a settlement date of 9 December 2004. The Tender Offer will be executed through the relevant clearing systems. Full details of the Tender Offer and the Noteholders' Meetings can be found in the Notice of Terms of Tender Offer dated 11 November 2004. J.P. Morgan Securities Ltd. is acting as Lead Dealer Manager for the Tender Offer. For further details, please contact: John Cavanagh on +44 (0) 20 7742 7506 or john.cavanagh@jpmorgan.com. Barclays Capital and HSBC Bank plc are acting as Co-Dealer Managers for the Tender Offer. HSBC Bank plc of 8 Canada Square, London E14 5HQ is acting as Tender Agent for the Tender Offer. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by IHG, J.P. Morgan Securities Ltd., Barclays Capital and HSBC Bank plc to inform themselves about, and to observe, any such restrictions. This press release does not constitute, or form part of, any solicitation of any offer or invitation to sell any securities in any jurisdiction nor shall it (or any part of it), or the fact of its distribution, form the basis of or be relied on in connection with any contract therefore. No indications of interest in the Tender Offer are sought by this press release. The Tender Offer is not being made to, and tenders will not be accepted from or on behalf of, holders of the Notes in any jurisdiction in which the making or tender thereof will not be in compliance with the laws of such jurisdiction. Please refer to the Notice of Terms of Tender Offer dated 11 November 2004 for details of further restrictions relating to the Tender Offer. The Tender Offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this document and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid. The Tender Agent will not accept any tender on behalf of IHG by any such use, means, instrumentality of facility of from within the United States. Any Noteholder who holds its notes through a custodian in the United States should contact the Lead Dealer Manager. The Tender Offer is not being made in the Republic of Italy ("Italy") and the tender offer document has not been submitted to the clearance procedure of Commissione Nazionale per le Societa e la Borsa pursuant to Italian laws and regulations and may not be used in Italy in connection with the Tender Offer. Accordingly, holders of Notes are hereby notified that, to the extent such holders are Italian residents or located in the Republic of Italy, the Tender Offer is not available to them and, as such, any tenders received from such persons shall be void and neither the tender offer document nor any other material relating to the Tender Offer may be distributed or made available in Italy. This information is provided by RNS The company news service from the London Stock Exchange
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