SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For 24 June 2005
InterContinental Hotels Group PLC
(Registrant's name)
67 Alma Road, Windsor, Berkshire, SL4 3HD, England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
EXHIBIT INDEX
Exhibit Number | Exhibit Description | ||||
99.1 |
Block Listing Application dated 24 June 2005 | ||||
99.2 | Director Shareholding dated 24 June 2005 | ||||
99.3 | Director's Interest dated 30 June 2005 | ||||
99.4 | Notification of Interest dated 01 July 2005 | ||||
99.5 | Director/PDMR Shareholding dated 07 July 2005 |
Exhibit 99.1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO
AUSTRALIA, CANADA OR JAPAN
INTERCONTINENTAL HOTELS GROUP PLC
24 JUNE 2005
IHG Block Listing Application
In light of the proposed scheme of arrangement between InterContinental Hotels
Group PLC ("IHG") and its shareholders under section 425 of the Companies Act
1985, the outstanding block listings of IHG are proposed to be cancelled on 27
June 2005.
Application has been made to the UK Listing Authority and the London Stock
Exchange for 1,892,720 ordinary shares of New InterContinental Hotels Group PLC
("New IHG") to be block listed. The block listing consists of 122,980 ordinary
shares that may be issued under the New InterContinental Hotels Group Executive
Share Option Plan and 1,769,740 ordinary shares that may be issued under the New
InterContinental Hotels Group Sharesave Plan.
New IHG is expected to be renamed as InterContinental Hotels Group PLC with
effect from 27 June 2005. The names of the two block listing schemes are also
expected to change to reflect the change of company name.
Citigroup Global Markets Limited is acting for IHG and New IHG and no-one else
in connection with the transaction and will not be responsible to anyone other
than IHG or New IHG for providing the protections afforded to its clients or for
providing advice in relation to the transaction or the contents of this
announcement.
This announcement does not constitute an offer or invitation to purchase
securities.
Securities may not be offered or sold in the United States unless they are
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") 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 and
Exchange Commission under the Securities Act in reliance on the exemption from
the registration requirements of the Securities Act provided by Section 3(a)(10)
thereof. US shareholders who are affiliates of IHG or New IHG before
implementation of the Scheme or are affiliates of New IHG after implementation
of the Scheme will be subject to timing, manner of sale and volume restrictions
on the sale of new ordinary shares received in connection with the Scheme under
Rule 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. InterContinental
Hotels Group owns, manages, leases or franchises, through various subsidiaries,
more than 3,500 hotels and 535,000 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® Hotels & Resorts, Crowne
Plaza® Hotels & Resorts, Holiday Inn® Hotels and Resorts, Holiday Inn
Express®, Staybridge Suites®, Candlewood Suites® and Hotel IndigoTM, and
also manages the world's largest hotel loyalty programme, Priority Club®
Rewards, with more than 24 million members worldwide. In addition to this,
InterContinental Hotels Group has a 47.5% interest in Britvic, one of the two
leading manufacturers of soft drinks, by value and volume, in Great Britain.
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.
Exhibit 99.2
SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company InterContinental Hotels Group PLC 2. Name of director(s) Technical interest of all Executive Directors in common with all potential beneficiaries in an Employee Share Ownership Trust 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Shares held by the InterContinental Hotels Group PLC Employee Share Ownership Trust (Jersey) 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Greenwood Nominees Limited, Account no 522000 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) No 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Release of shares to participants (not directors) under the share incentive plan 7. Number of shares / amount of stock acquired N/A 8. Percentage of issued class N/A 9. Number of shares/amount of stock disposed 7,994 10. Percentage of issued class N/A 11. Class of security Ordinary shares of £1.12 each 12. Price per share N/A 13. Date of transactions 23 June 2005 14. Date company informed 23 June 2005 15. Total holding in the Trust following this notification 2,539,713 Ordinary shares 16. Total percentage holding of issued class following this notification N/A If a director has been granted options by the company please complete the following boxes. 17. Date of grant N/A 18. Period during which or date on which exercisable N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved: class, number N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise N/A 22. Total number of shares or debentures over which options held following this notification N/A 23. Any additional information N/A 24. Name of contact and telephone number for queries Liz Searle 01753 410246 25. Name and signature of authorised company official responsible for making this notification Liz Searle Date of Notification 24 June 2005 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Exhibit 99.3
30 June 2005 InterContinental Hotels Group PLC Directors' Interests in Shares The following Directors of InterContinental Hotels Group PLC ("IHG" or the " Company") have been awarded conditional rights to acquire IHG ordinary shares under the Performance Restricted Share Plan ("the Plan"). The Awards were made on 29 June 2005. Under the terms of the Plan, the maximum number of shares that can be transferred if performance conditions are met in full are as follows: Director Number of IHG shares awarded Mr A P Cosslett 276,200 Mr R M Hartman 214,870 Mr S D Porter 174,900 Mr R L Solomons 176,550 The performance measurement period is from 1 January 2005 to 31 December 2007 and the awards will vest on the business day after the announcement of the Company's 31 December 2007 year end financial results. ---------------Ends-------------- Name of Contact for this Announcement: Catherine Engmann Tel: 01753 410 243 Company Secretariat InterContinental Hotels Group PLC
Exhibit 99.4
SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company InterContinental Hotels Group PLC 2. Name of director(s) Technical interest of all Executive Directors in common with all potential beneficiaries in an Employee Share Ownership Trust 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Shares held by the InterContinental Hotels Group PLC Employee Share Ownership Trust (Jersey) 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Greenwood Nominees Limited, Account no 522000 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) No 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Release of shares to participants (not directors) under the Executive Share Option Plan 7. Number of shares / amount of stock acquired N/A 8. Percentage of issued class N/A 9. Number of shares/amount of stock disposed 1,036,733 10. Percentage of issued class N/A 11. Class of security Ordinary shares of 10 pence each 12. Price per share N/A 13. Date of transaction 30 June 2005 14. Date company informed 30 June 2005 15. Total holding in the Trust following this notification 857,370 Ordinary shares 16. Total percentage holding of issued class following this notification N/A If a director has been granted options by the company please complete the following boxes. 17. Date of grant N/A 18. Period during which or date on which exercisable N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved: class, number N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise N/A 22. Total number of shares or debentures over which options held following this notification N/A 23. Any additional information N/A 24. Name of contact and telephone number for queries Liz Searle 01753 410246 25. Name and signature of authorised company official responsible for making this notification Liz Searle Date of Notification 1 July 2005 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Exhibit 99.5
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(1) | An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. | ||||
(2) | An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. | ||||
(3) | An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. | ||||
(4) | An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. |
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
InterContinental Hotels Group PLC
2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in
accordance with section 324 (as extended by section 328) of the Companies Act
1985; or (iii) both (i) and (ii)
(i) a transaction notified in accordance with DR 3.1.4R(1)(a)
3. Name of person discharging managerial responsibilities/director
Richard Solomons
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
Richard Solomons
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
10 pence Ordinary shares
7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them
Richard Solomons
8 State the nature of the transaction
Exercise of Executive Share options and sale of shares
9. Number of shares, debentures or financial instruments relating to shares
acquired
Exercise of options over 357,545 IHG ordinary shares at a weighted average
option price of £3.7524 per share
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
Negligible
11. Number of shares, debentures or financial instruments relating to shares
disposed
Sold 337,545 IHG ordinary shares
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
13. Price per share or value of transaction
Exercise of options over 357,545 IHG ordinary shares at a weighted average
option price of £3.7524 per share
Sold 337,545 IHG ordinary shares at a price of £7.2005.
14. Date and place of transaction
06 July 2005
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
60,339
16. Date issuer informed of transaction
06 July 2005
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
N/A
....................................
18. Period during which or date on which it can be exercised
N/A
....................................
19. Total amount paid (if any) for grant of the option
N/A
....................................
20. Description of shares or debentures involved (class and number)
N/A
....................................
....................................
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
N/A
....................................
22. Total number of shares or debentures over which options held following
notification
N/A
....................................
23. Any additional information
N/A
....................................
24. Name of contact and telephone number for queries
Liz Searle, 01753 410 244
....................................
Name and signature of duly authorised officer of issuer responsible for making
notification
....................................
Date of notification
....................................
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
InterContinental Hotels Group PLC | ||
(Registrant) | ||
By: | /s/ C. Cox | |
Name: | C. COX | |
Title: | COMPANY SECRETARIAL OFFICER | |
Date: | 08 July 2005 | |