3rd May 2005 15:51
InterContinental Hotels Group PLC03 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO AUSTRALIA, CANADA OR JAPAN INTERCONTINENTAL HOTELS GROUP PLC 3 MAY 2005 Return of approximately £1 billion to shareholders by way of a capitalreorganisation The Board of InterContinental Hotels Group PLC ("IHG" or the "Company") todayannounces it is sending a circular (the "Scheme Circular") to its shareholderssetting out full details of the proposed return of approximately £1 billion toshareholders (the "Proposal"). This follows the Board's announcement on 10March 2005 of its intention to return surplus capital to shareholders subject,as announced on the same date, to the completion of the UK hotels disposal. In order to implement the Proposal, the Board is seeking shareholder approvaland the sanction of the Court to introduce a new listed parent company - NewInterContinental Hotels Group PLC ("New IHG") - to the IHG Group and to returnthe capital to shareholders by way of a scheme of arrangement (the "Scheme").Shortly after the Scheme becomes effective, it is proposed to seek a furthersanction of the Court to reduce the capital of New IHG. This allows thecreation of distributable reserves in New IHG providing additional financialflexibility going forward. Listing particulars have been prepared in connectionwith the admission of New IHG to the Official List of the UK Listing Authority(the "Listing Particulars"). Citigroup is acting as financial adviser to IHGand as sponsor to New IHG on the transaction. The introduction of New IHG is purely a structural change needed to implementthe Proposal and the management and business of the Group will not change as aresult. It is intended that, subject to the Scheme becoming effective, New IHGwill, with effect from the date of admission to the Official List of the UKListing Authority, adopt the name 'InterContinental Hotels Group PLC' to reflectthis continuity. If the Scheme is implemented, Shareholders will receive 11 New IHG ordinaryshares in exchange for every 15 IHG ordinary shares, and £1.65 in cash for eachexisting ordinary share they hold. The cash amount to be returned toshareholders is expected to be sent by cheque or credited to CREST by 8 July2005. Shareholders will still own the same proportion of New IHG, subject tofractional entitlements, after the implementation of the Proposal as they heldin IHG immediately before the implementation of the Proposal. Expected timetable The following is the indicative timetable of the principal events connected withthe Proposal: Completion of the UK hotels disposal Late MayAGM, Court Meeting and EGM 1 JuneCourt Hearing of the petition to sanction the Scheme 24 JuneLast day of dealings in existing ordinary shares/ADSs 24 JuneDealings in New IHG ordinary shares and ADSs commence 27 JuneCourt hearing for reduction of capital of New IHG 29 JuneReduction of capital becomes effective 30 JuneDespatch of share certificates for New IHG ordinary shares and By 8 July cheques in respect of the Return (or crediting to CREST accounts, as appropriate) If any of the above dates change, the revised dates will be notified toShareholders by announcement through the Regulatory Information Service of theLondon Stock Exchange. In relation to the current trading of IHG, the Scheme Circular and ListingParticulars state: "At the announcement of the preliminary results for the Group on 10 March 2005,the following information was provided on the current trading of the HotelBusiness: The Group has seen encouraging performance in the US. The key midscale brands,Express and Holiday Inn, are showing rate growth. Crowne Plaza RevPAR isgrowing strongly, driven by strong performance in the meeting segment and theInterContinental brand is delivering strong results in key cities (e.g. NewYork). The UK, and particularly London, is showing strong RevPAR growth, drivenby the corporate segment. The Group is seeing continued weakness in someContinental European markets (e.g. France and Benelux) but Germany is showingsome positive signs. The Group's business in the Middle East continues todeliver positive results, while the InterContinental Hong Kong had a good startto the year with double-digit RevPAR growth and mainland China also performedstrongly. Also as part of the presentation of the preliminary results, information wasprovided in relation to the Britvic Business. Turnover increased by 5 per cent.for the full financial year, with volume up by 2 per cent., but operating profithad reduced by 4 per cent., affected by investment in the business, pensionscosts and poor weather. Capital expenditure is, however, expected to be less in2005, and the year started positively with volume increases over the previousyear, and several initiatives planned with the intention of increasing profitand tightly controlling costs. Based on the information available to Directors on 3 May 2005, the Directorsbelieve that there has been no material change in the broad trend of currenttrading since 10 March 2005 and the outlook for the Group's trading for the fullfinancial year remains in line with the Directors' expectations." The Scheme Circular will be posted to shareholders today. The ListingParticulars will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility which is situated at: Financial ServicesAuthority, 25 The North Colonnade, Canary Wharf, London, E14 5HS, telephone 0207066 1000. In addition, the Scheme Circular and Listing Particulars willshortly be available from the company website (www.ihgplc.com) or can beobtained from the Company's registered office (67 Alma Road, Windsor, BerkshireSL4 3HD). Citigroup Global Markets Limited is acting for IHG and New IHG and no-one elsein connection with the Proposal and will not be responsible to anyone other thanIHG or New IHG for providing the protections afforded to its clients or forproviding advice in relation to the Proposal or the contents of thisannouncement. This announcement does not constitute an offer or invitation to purchasesecurities. Securities may not be offered or sold in the United States unless they areregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct") or exempt from such registration. The new ordinary shares have not been,nor will be, and are not required to be registered with the US Securities andExchange Commission under the Securities Act in reliance on the exemption fromthe registration requirements of the Securities Act provided by Section 3(a)(10)thereof. US shareholders who are affiliates of IHG or New IHG beforeimplementation of the Scheme or are affiliates of New IHG after implementationof the Scheme will be subject to timing, manner of sale and volume restrictionson the sale of new ordinary shares received in connection with the Scheme underRule 145(d) of the Securities Act. For further information, please contact InterContinental Hotels Group Media Enquiries Leslie McGibbon +44 (0) 1753 410 425 +44 (0) 7808 094 471 Investor Relations Gavin Flynn, Paul Edgecliffe-Johnson +44 (0) 1753 410 176 +44 (0) 7808 098 972 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. InterContinentalHotels Group owns, manages, leases or franchises, through various subsidiaries,more than 3,500 hotels and 534,000 guest rooms in nearly 100 countries andterritories around the world. The Group owns a portfolio of well recognised andrespected hotel brands including InterContinental(R) Hotels & Resorts, CrownePlaza(R) Hotels & Resorts, Holiday Inn(R) Hotels and Resorts, Holiday InnExpress(R), Staybridge Suites(R), Candlewood Suites(R) and Hotel IndigoTM, andalso manages the world's largest hotel loyalty programme, Priority Club(R)Rewards, with 23.7 million members worldwide. In addition to this,InterContinental Hotels Group has a 47.5% interest in Britvic, one of the twoleading manufacturers of soft drinks, by value and volume, in Great Britain. InterContinental Hotels Group offers information and online reservations for allits hotel brands at www.ichotelsgroup.com and information for the Priority ClubRewards programme at www.priorityclub.com. For the latest news from InterContinental Hotels Group, visit our online PressOffice at www.ihgplc.com/media. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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