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 10 December 2004
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 Number | Exhibit Description | ||||
| 99.1 | Partial Result - Tender Offer dated 25 November 2004 | ||||
| 99.2 | Director Shareholding dated 29 November 2004 | ||||
| 99.3 | Transaction in Own Shares dated 30 November 2004 | ||||
| 99.4 | Transaction in Own Shares dated 01 December 2004 | ||||
| 99.5 | Director Shareholding dated 02 December 2004 | ||||
| 99.6 | Transaction in Own Shares dated 02 December 2004 | ||||
| 99.7 | Transaction in Own Shares dated 03 December 2004 | ||||
| 99.8 | Brand Seminar dated 07 December 2004 | ||||
| 99.9 | Holding(s) in Company dated 09 December 2004 | ||||
Exhibit 99.1
InterContinental Hotels Group PLC
25 November 2004
InterContinental Hotels Group PLC
Announcement of Partial Result of Tender Offer
€600,000,000 4.75 per cent. Notes due 20 October 2010
(ISIN: XS0178293196; Common Code: 017829319)
(the "Notes")
NOTICE IS HEREBY GIVEN that, further to the Notice of Terms of Tender Offer (the
"Tender Offer Notice") issued by the Company to the holders of the Notes (the
"Noteholders") on 11 November 2004, the Early Tender Deadline referred to in the
Tender Offer Notice expired at 5.00 p.m. (CET) (4.00 p.m. (GMT)) on 24 November
2004. As at the expiry of the Early Tender Deadline, the Company had received
Acceptance Notices in respect of €564,234,000 (94.039 per cent.) of the Notes
outstanding.
The Tender Offer will expire at 5.00 p.m. (CET) (4.00 p.m. (GMT)) on 3 December
2004 unless the period for the Tender Offer is extended as described in the
Tender Offer Notice (subject always to the right of the Company to terminate or
withdraw the Tender Offer at any time prior to the conditions of the Tender
Offer being satisfied or waived in full). Noteholders who have lodged valid
Acceptance Notices prior to the Early Tender Deadline will receive the full
tender price, with those responding thereafter receiving a reduced tender price.
A further notice will be published on or about 7 December 2004.
The Issuing and Paying Agent with respect to the Notes and the Tender Agent with
respect to the Tender Offer are as follows:
TENDER AGENT
HSBC Bank plc
8 Canada Square
London E14 5HQ
ISSUING AND PAYING AGENT
HSBC Bank plc
8 Canada Square
London E14 5HQ
The Lead Dealer Manager with respect to the Tender Offer is as follows:
LEAD DEALER MANAGER
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
For further information, please contact:
IHG Contacts
| Investor Relations: | +44 (0) 1753 410 176 | ||
| Media relations: | +44 (0) 7808 094 471 | ||
Bondholder Contact for the 2010 Tender Offer | |||
| Lead Dealer Manager | JPMorgan | ||
| John Cavanagh: +44 (0) 20 7742 7506 | |||
Dated 25 November 2004
The distribution of this document in certain jurisdictions may be restricted by
law. Persons into whose possession this document comes are required by the
Company, J.P. Morgan Securities Ltd., Barclays Capital and HSBC Bank plc to
inform themselves about, and to observe, any such restrictions.
This announcement does not constitute, or form part of, any solicitation of any
offer or invitation to sell any securities in any jurisdiction nor shall it (or
any part of it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract therefore. No indications of interest in the
Tender Offer are sought by this announcement.
The Tender Offer is not being made to, and tenders will not be accepted from or
on behalf of, holders of the Notes in any jurisdiction in which the making or
tender thereof will not be in compliance with the laws of such jurisdiction.
Please refer to the Notice of Terms of Tender Offer dated 11 November 2004 for
details of further restrictions relating to the Tender Offer.
The Tender Offer is not being made and will not be made directly or indirectly
in, or by use of the mails of, or by any means or instrumentality of interstate
or foreign commerce of, or any facilities of a national securities exchange of,
the United States of America. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the Internet. Accordingly,
copies of this document and any related offering documents are not being, and
must not be, mailed or otherwise transmitted or distributed in or into the
United States of America. Any purported acceptance of the Tender Offer resulting
directly or indirectly from a violation of these restrictions will be invalid.
The Tender Agent will not accept any tender on behalf of the Company by any such
use, means, instrumentality of facility of from within the United States. Any
Noteholder who holds its notes through a custodian in the United States should
contact the Lead Dealer Manager, J.P. Morgan Securities Ltd.
The Tender Offer is not being made in the Republic of Italy ("Italy") and the
Tender Offer Notice has not been submitted to the clearance procedure of
Commissione Nazionale per le Societa e la Borsa pursuant to Italian laws and
regulations and may not be used in Italy in connection with the Tender Offer.
Accordingly, holders of Notes are hereby notified that, to the extent such
holders are Italian residents or located in the Republic of Italy, the Tender
Offer is not available to them and, as such, any tenders received from such
persons shall be void and neither the tender offer document nor any other
material relating to the Tender Offer may be distributed or made available in
Italy.
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
David Gordon Comyn Webster
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
Director
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
David Gordon Comyn Webster
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Purchase
7. Number of shares / amount of stock acquired
9,180
8. Percentage of issued class
Negligible
9. Number of shares/amount of stock disposed
N/A
10. Percentage of issued class
N/A
11. Class of security
Ordinary shares of £1.00 each
12. Price per share
£6.695 (3,640 shares)
£6.715 (5,540 shares)
13. Date of transaction
26 November 2004
14. Date company informed
26 November 2004
15. Total holding following this notification
15,004
16. Total percentage holding of issued class following this notification
Negligible
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
Catherine Engmann, 01753 410 243
25. Name and signature of authorised company official responsible for making
this notification
Catherine Engmann
Date of Notification
29 November 2004
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
30th November 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 150,000 of its ordinary shares at a price of 668.1695p per share.
Exhibit 99.4
1st December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 200,000 of its ordinary shares at a price of 672.1p per share.
Exhibit 99.5
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 an 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
10,000
10. Percentage of issued class
N/A
11. Class of security
Ordinary shares of £1.00 each
12. Price per share
N/A
13. Date of transactions
2 December 2004
14. Date company informed
2 December 2004
15. Total holding in the Trust following this notification
2,793,272 Ordinary shares
16. Total percentage holding of issued class following this notification
Negligible
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
Company Secretarial Assistant
Date of Notification
2 December 2004
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 99.6
2nd December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 200,000 of its ordinary shares at a price of 672.91p per share.
Exhibit 99.7
3rd December 2004
Intercontinental Hotels Group plc: Purchase of Own Shares
Intercontinental Hotels Group plc announces that it has today purchased for
cancellation 199,981 of its ordinary shares at a price of 666.675p per share.
Exhibit 99.8
7 December 2004
INTERCONTINENTAL HOTELS GROUP - BRAND SEMINAR
InterContinental Hotels Group (IHG) are holding a two day brand seminar in
Atlanta, Georgia, starting today, Tuesday 7 December.
The focus of the seminar will be the seven hotel brands that IHG operates and
the strategy for the Group in the Americas region. Current trading will not be
discussed and all materials used at the seminar will be available on the IHG
website at www.ihgplc.com from Thursday 9 December.
InterContinental Hotels Group PLC contacts
Media Relations: Leslie McGibbon +44 (0) 1753 410425
Investor Relations: +44 (0) 1753 410176
Note to Editors:
InterContinental Hotels Group PLC of the United Kingdom (LON:IHG, NYSE:IHG
(ADRs)) is the world's most global hotel company and the largest by number of
rooms. InterContinental Hotels Group owns, manages, leases or franchises,
through various subsidiaries, more than 3,500 hotels and 536,000 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 Indigo™, and also manages the world's largest
hotel loyalty program, Priority Club® Rewards, with more than 23 million
members worldwide. In addition to this, InterContinental Hotels Group has a
controlling interest in Britvic, the second largest soft drinks manufacturer in
the UK.
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 99.9
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
InterContinental Hotels Group PLC
2) Name of shareholder having a major interest
Legal & General Group plc
3) Please state whether notification indicates that it is in respect of
holding of the shareholder names 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
Beneficial interest
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
| Fund | Holding | ||
HSBC Global Custody Nominee (UK) Ltd A/C 914945 | 259,641 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 923363 | 138,731 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 775237 | 53,664 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942199 | 274,119 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942229 | 338,769 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942217 | 339,881 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942205 | 444,716 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942175 | 309,170 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 942187 | 341,814 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 775245 | 2,998,462 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 130007 | 75,133 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 770286 | 152,694 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 357206 | 18,455,334 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 866197 | 113,574 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 904332 | 98,318 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 916681 | 36,513 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 922437 | 3,700 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 754612 | 534,911 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 361602 | 25,145 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 282605 | 818,464 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 360509 | 1,008,559 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 766793 | 121,629 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 824434 | 23,803 | ||
| HSBC Global Custody Nominee (UK) Ltd A/C 924422 | 174,468 | ||
Total | 27,141,212 |
||
5) Number of shares/amount of stock acquired
N/A
6) Percentage of issued class
N/A
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued class
N/A
9) Class of security
Ordinary shares of £1 each
10) Date of transaction
7 December 2004
11) Date company informed
9 December 2004
12) Total holding following this notification
27,141,212 (including both ADR and ordinary shares)
13) Total percentage holding of issued class following this notification
3.89%
14) Any additional information
N/A
15) Name of contact and telephone number for queries
Catherine Springett 01753 410 242
16) Name and signature of authorised company official responsible for
making this notification
Catherine Springett
17) Date of notification
9 December 2004
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: | 10 December 2004 | |