Scheme of arrangement
InterContinental Hotels Group PLC
27 June 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO
AUSTRALIA, CANADA OR JAPAN
INTERCONTINENTAL HOTELS GROUP PLC
27 JUNE 2005
IHG Scheme of Arrangement
At a hearing of the High Court of Justice in England and Wales on 24 June 2005,
the Court approved the proposed scheme of arrangement between InterContinental
Hotels Group PLC ("IHG") and its shareholders under section 425 of the Companies
Act 1985 (the "Scheme"). IHG ordinary shares and American depositary shares
ceased trading at the close of business on the London and New York Stock
Exchanges on 24 June 2005. The Scheme, which was approved by shareholders on 1
June 2005, became effective shortly before 8.00 a.m. (BST) today. At that time,
the listing of IHG was cancelled and the listing of and dealings in New
InterContinental Hotel Group PLC ("New IHG") ordinary shares of 625 pence each
commenced on the London Stock Exchange under the symbol IHG. At 9.30 a.m.
(EST), New IHG American depositary shares will be listed and trading will
commence on the New York Stock Exchange under the symbol IHG. New IHG is
changing its name to InterContinental Hotels Group PLC with effect from today.
Under the terms of the Scheme, shareholders receive 11 New IHG ordinary shares
for every 15 ordinary shares in IHG which they held at 9.00 p.m. (BST) on 24
June 2005 and £1.65 in cash for every ordinary share held at that time. Share
certificates and cheques are expected to be despatched by 8 July 2005.
The Court is expected to approve a reduction of capital of New IHG at a hearing
on 29 June 2005. The reduction of capital, which facilitates the creation of
distributable reserves by New IHG, is expected to become effective on 30 June
2005 when the nominal value of each new ordinary share will be reduced from 625
pence to 10 pence.
New IHG will succeed to IHG's registration under the U.S. Securities Exchange
Act of 1934, as amended, pursuant to Section 12(b) thereof and Rule 12g-3
thereunder.
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(R) Hotels & Resorts, Crowne
Plaza(R) Hotels & Resorts, Holiday Inn(R) Hotels and Resorts, Holiday Inn
Express(R), Staybridge Suites(R), Candlewood Suites(R) and Hotel IndigoTM, and
also manages the world's largest hotel loyalty programme, Priority Club(R)
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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