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Publication of Circular

4th May 2007 10:12

InterContinental Hotels Group PLC04 May 2007 4 May 2007 InterContinental Hotels Group PLC ("IHG" or the "Company") Special Dividend and Share Consolidation On 20 February 2007 the Board of IHG announced its intention to return £700million to Shareholders by way of a Special Dividend. The Board today announcesit is publishing a circular (the "Circular") setting out full details of theproposed Special Dividend and associated Share Consolidation and convening anExtraordinary General Meeting to be held on Friday 1 June 2007 at 12.00pm, or assoon as the Company's Annual General Meeting convened for that date hasconcluded. It is proposed that the payment of the Special Dividend of 200 pence perExisting Ordinary Share be accompanied by a consolidation of the Company'sordinary share capital. The Special Dividend will be paid as a first interimdividend in respect of the financial year ending 31 December 2007 and isexpected to be paid to Shareholders on Friday 15 June 2007. The Company haselected to pay the Special Dividend to all ADR holders in US Dollars. The rateto be paid by the Company will be US$4.00 per Existing ADS. The Share Consolidation will replace every 56 Existing Ordinary Shares with 47New Ordinary Shares. Upon the Share Consolidation, the nominal value of theOrdinary Shares will change from 113/7 pence per Ordinary Share to 1329/47 penceper Ordinary Share. Fractional entitlements arising from the Share Consolidationwill be aggregated and sold in the market on behalf of the relevantShareholders. The proceeds of the sale are expected to be sent to Shareholderson Friday 15 June 2007. The value of any Shareholder's fractional entitlementwill not exceed the value of one New Ordinary Share. As at the close of business on Wednesday 2 May 2007 (being the last practicabledate prior to the posting of the Circular) when the closing mid-market price perExisting Ordinary Share was 1235 pence and there were 355,726,341 ExistingOrdinary Shares in issue, the total amount of the Special Dividend wasequivalent to 16.1% per cent. of the market capitalisation of the Company. Theeffect of the Share Consolidation will be to reduce the number of OrdinaryShares 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 inrespect of fractional entitlements) remain unchanged. Authority to purchase own shares The Board will also submit to its Shareholders at the Extraordinary GeneralMeeting a proposal for a renewed authority to enable the Company to continue tomake 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 3.00pm (New York time) on Thursday Voting Instruction cards from holders of ADRs 24 May 2007 Latest time and date for receipt of Forms of Proxy 12.00pm on Wednesday 30 May 2007 Extraordinary General Meeting 12.00pm on Friday 1 June 2007, 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 6.00pm on Friday 1 June 2007 Shares marked ex-Special Dividend Monday 4 June 2007 Commencement of dealings in New Ordinary Shares and New ADRs 8.00am on Monday 4 June 2007 (9.30am New York time for ADRs) CREST accounts credited with New Ordinary Shares Monday 4 June 2007 Exchange of Existing ADRs commences Friday 8 June 2007 Payment of the Special Dividend. Despatch of cheques for fractional Friday 15 June 2007entitlements and certificates for New Ordinary Shares If any of the above times and/or dates change, the revised times and/or dateswill be notified to shareholders by announcement through a RegulatoryInformation Service. The Circular will be posted to Shareholders and submitted to the FinancialServices Authority today. It will shortly be available for inspection at theFinancial Services Authority's Document Viewing Facility which is situated at:Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E145HS, telephone 020 7066 1000. All definitions used in the Circular to Shareholders dated 4 May 2007 have thesame 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 Paul Edgecliffe-Johnson +44 (0) 1753 410 176 Heather Ward JPMorgan Cazenove David Clasen +44 (0) 20 7588 2828 JPMorgan Cazenove, which is regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for InterContinental Hotels Group andfor no one else in connection with the Special Dividend and Share Consolidationand will not be responsible to any other persons for providing the protectionsafforded to the clients of JPMorgan Cazenove, nor for providing advice to anyother 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. InterContinentalHotels Group owns, manages, leases or franchises, through various subsidiaries,over 3,700 hotels and 556,000 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. InterContinental Hotels Group offers information and online reservations for allits hotel brands at www.ihg.com and information for the Priority Club Rewardsprogramme at www.priorityclub.com. For the latest news from InterContinental Hotels Group, visit our online PressOffice at www.ihg.com/media This information is provided by RNS The company news service from the London Stock Exchange

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