InterContinental Hotels Group PLC Notice of AGM, Special Div and Share Consolidation (5278B)

TIDMIHG

RNS Number : 5278B

InterContinental Hotels Group PLC

04 April 2017

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 18(318) /(329) pence with New Ordinary Shares of 19(17/) (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.

 
                                                       2017 
=========================================  ================ 
Latest time and date for receipt               11.00am on 3 
 of Forms of Proxy                                      May 
=========================================  ================ 
Latest time and date for receipt               12.00pm (New 
 by the ADR Depositary of completed           York time) on 
 Voting Instruction cards from holders                3 May 
 of ADRs 
=========================================  ================ 
Annual General Meeting                         11.00am on 5 
                                                        May 
=========================================  ================ 
Record date for participation in            5.00pm on 5 May 
 the Dividend Reinvestment Plan 
 for the Special Dividend 
=========================================  ================ 
Shareholder record date for the             6.00pm on 5 May 
 Special Dividend and for the Share 
 Consolidation 
=========================================  ================ 
ADR holder record date for the                 4:00 pm (New 
 Special Dividend and for the Share           York time) on 
 Consolidation                                        5 May 
=========================================  ================ 
Commencement of dealings in New             8.00am on 8 May 
 Ordinary Shares 
=========================================  ================ 
Ordinary Shares (but not ADSs)                        8 May 
 marked ex-Special Dividend 
=========================================  ================ 
CREST accounts credited with New                      8 May 
 Ordinary Shares 
=========================================  ================ 
ADR effective date for the Special         9.30am (New York 
 Dividend and for the Share Consolidation    time) on 8 May 
=========================================  ================ 
Commencement of dealings in new            9.30am (New York 
 ADSs                                        time) on 8 May 
=========================================  ================ 
Announcement of the Pounds Sterling                  11 May 
 amount to be paid in respect of 
 the Special Dividend 
=========================================  ================ 
Despatch of cheques for fractional                   16 May 
 entitlements and certificates for 
 New Ordinary Shares; CREST accounts 
 credited with the value of fractional 
 entitlements 
=========================================  ================ 
Payment of the Special Dividend                      22 May 
 to Shareholders and to holders 
 of ADRs 
=========================================  ================ 
Purchase of New Ordinary Shares                      22 May 
 for participants in the Dividend 
 Reinvestment Plan 
 

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

 
Investor Relations (Heather   +44 (0)1895  +44 (0)7808 
 Wood, Neeral Morzaria):       512176       098724 
============================  ===========  =========== 
Media Relations (Yasmin       +44 (0)1895  +44 (0)7736 
 Diamond, Jovana Lakcevic):    512008       746627 
 

Notes for editors

IHG(R) (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of hotel brands, including InterContinental(R) Hotels & Resorts, Kimpton(R) Hotels & Restaurants, Hotel Indigo(R), EVEN(R) Hotels, HUALUXE(R) Hotels and Resorts, Crowne Plaza(R) Hotels & Resorts, Holiday Inn(R) Hotels & Resorts, Holiday Inn Express(R), Staybridge Suites(R) and Candlewood Suites(R).

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(R) 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 04, 2017 06:00 ET (10:00 GMT)