InterContinental Hotels Group PLC
05 May 2006
5 May 2006
InterContinental Hotels Group PLC ("InterContinental Hotels Group" or the
"Company")
Special Dividend and Share Consolidation
On Thursday 2 March 2006 the Board of InterContinental Hotels Group announced
its intention to return £500 million to Shareholders by way of a Special
Dividend. The Board today announces it is publishing a circular (the
"Circular") setting out full details of this proposed Special Dividend and
associated Share Consolidation and convening an Extraordinary General Meeting to
be held at 12.00pm on Thursday 1 June 2006, immediately after the Company's
Annual General Meeting.
It is proposed that the payment of the Special Dividend of 118 pence per
Existing Ordinary Share be accompanied by a consolidation of the Company's
ordinary share capital. The Special Dividend will be paid as an interim dividend
in respect of the financial year ending 31 December 2006 and is expected to be
paid to Shareholders on Thursday 22 June 2006. The Company has elected to pay
the Special Dividend to all ADR holders in US Dollars. The rate to be paid by
the Company will be US$2.17 per existing ADS.
The Share Consolidation will replace every 8 Existing Ordinary Shares with 7 New
Ordinary Shares. 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 Thursday 22 June 2006. 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 2 May 2006 (being the last practicable
date prior to the posting of the Circular), when the closing mid-market price
per Existing Ordinary Share was 967 pence and there were 427,334,961 Existing
Ordinary Shares in issue, the total amount of the Special Dividend was
equivalent to 12.14 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 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 will also submit to its Shareholders at the Extraordinary General
Meeting a proposal for a renewed authority to enable the Company to continue to
make market purchases of its Ordinary Shares following the Share Consolidation.
Details of this proposal are set out in the Circular.
Expected timetable
Latest date and time for receipt by the ADR Depositary of completed 3.00 p.m. (New York Time) on
voting instruction cards from holders of ADRs Thursday 25 May 2006
Latest time and date for receipt of Forms of Proxy 12.00 p.m. on Tuesday 30 May 2006
Extraordinary General Meeting 12.00 p.m. on Thursday 1 June
2006, or as soon as the Annual
General Meeting of the Company to
be held on that date concludes or
is adjourned
Record Date for the Special Dividend and for the Share Consolidation 6.00 p.m. on Friday 9 June 2006
Shares marked ex-Special Dividend Monday 12 June 2006
Commencement of dealings in New Ordinary Shares and new ADRs 8.00 a.m. on Monday 12 June 2006
CREST accounts credited with New Ordinary Shares Monday 12 June 2006
Exchange of existing ADRs commences Tuesday 20 June 2006
Payment of the Special Dividend. Despatch of cheques for fractional Thursday 22 June 2006
entitlements and certificates for New Ordinary Shares
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.
The Circular will be posted to Shareholders and submitted to the UK Listing
Authority today. It will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility which is situated at: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS, telephone 020
7066 1000.
All definitions used in the Circular to Shareholders dated 5 May 2006 have the
same meaning when used in this announcement.
For further information, please contact:
InterContinental Hotels Group
Media Enquiries Leslie McGibbon +44 (0) 1753 410 425
Investor Relations Gavin Flynn +44 (0) 1753 410 238
Paul Edgecliffe-Johnson +44 (0) 1753 410 211
JPMorgan Cazenove David Clasen +44 (0) 20 7588 2828
JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for InterContinental Hotels Group and
for no one else in connection with the Special Dividend and Share Consolidation
and will not be responsible to any other persons for providing the protections
afforded to the customers of JPMorgan Cazenove, nor for providing advice to any
other person in relation to the Special Dividend and Share Consolidation.
Note to Editors
InterContinental Hotels Group PLC of the United Kingdom (LON:IHG, NYSE:IHG
(ADRs)) is the world's largest hotel group by number of rooms. InterContinental
Hotels Group owns, manages, leases or franchises, through various subsidiaries,
over 3,600 hotels and 537,500 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(R) Hotels & Resorts, Crowne
Plaza(R) Hotels & Resorts, Holiday Inn(R) Hotels and Resorts, Holiday Inn
Express(R), Staybridge Suites(R), Candlewood Suites(R) and Hotel IndigoTM, and
also manages the world's largest hotel loyalty programme, Priority Club(R)
Rewards.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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