Interco. Hotels Grp IHG Result of EGM

  Interco. Hotels Grp (IHG) - Result of EGM

RNS Number : 1535O
InterContinental Hotels Group PLC
08 October 2012
 



8 October 2012

 

          InterContinental Hotels Group PLC ("IHG" or the "Company")

                                       

     Results of General Meeting: Special Dividend and Share Consolidation

                                       

At IHG's  General Meeting  held today,  Monday, 8  October 2012,  Shareholders 
approved both of the Resolutions set out in the Notice of General Meeting sent
to Shareholders on Friday, 14 September 2012 in connection with IHG's proposed
Share Consolidation and the obtaining of a new authority to enable the Company
to  make  market  purchases   of  its  New   Ordinary  Shares  following   the 
implementation of the Share Consolidation.  The expected timetable remains  as 
previously announced.

 

Special Dividend

The Share Consolidation was proposed in  the context of a Special Dividend  of 
US$1.72 (108.4 pence) per Existing Ordinary  Share or per ADS (as  applicable) 
immediately prior to the  Share Consolidation.  Following today's approval  of 
both of the Resolutions by Shareholders, the Board has approved the payment of
the Special Dividend of US$1.72 (108.4  pence) per Existing Ordinary Share  or 
per ADS (as applicable)  to Shareholders on the  Register as at 6.00pm  today, 
Monday, 8 October 2012, in sterling and to ADR holders on the ADR register  as 
at 4.00pm (New York time) today,  Monday,  8 October 2012 (being the close  of 
business on  the day  before the  ADR  effective date),  in US  dollars,  such 
dividend to be paid on Monday, 22 October 2012.

 

Listing and Trading Application

Application has been made for 272,220,410 New Ordinary Shares of  14^194/[329] 
pence to be admitted  to the premium  segment of the Official  List to the  UK 
Listing Authority and to be admitted to trading on the London Stock Exchange's
main market  for  listed  securities  to the  London  Stock  Exchange.  It  is 
expected that dealings in the New Ordinary Shares will commence on Tuesday,  9 
October 2012.  Application  has also  been made  for a  further 2,096,804  IHG 
Ordinary Shares  of  14^194/[329] pence  to  be block  listed,  consisting  of 
883,796 shares under the InterContinental Hotels Group Executive Share  Option 
Plan and 1,213,008  shares under the  InterContinental Hotels Group  Sharesave 
Plan.  Upon issue, these  shares will rank  pari passu with  the existing  New 
Ordinary Shares.

 

Results of General Meeting

Voting was conducted by way of a poll on both the Resolutions proposed at  the 
General Meeting. The number of votes  for and against each of the  Resolutions 
put before  the General  Meeting and  the  number of  votes withheld  were  as 
follows:

 

     Resolution            Votes For   %     Votes   %    Total Votes Votes
                                             Against                  Withheld
1.   Consolidation of      199,691,578 99.92 167,158 0.08 199,858,736  909,252
1.   share capital
2.   Authority to purchase 200,155,483 99.84 329,364 0.16 200,484,847  283,141
     own shares

 

NOTES:

 

1.   The 'For' vote includes those giving the Chairman discretion.

 

2.   Votes 'Withheld' are not counted in the calculation of the proportion  of 
votes 'For' or 'Against' a resolution.

 

3.   The total  number of  Existing Ordinary Shares  in issue  on Thursday,  4 
October 2012 was 291,664,726. The Company does not have any treasury shares.

 

4.   Copies  of  the Resolutions  passed,  other than  resolutions  concerning 
ordinary business,  will be  submitted to  the UK  Listing Authority  via  the 
National Storage Mechanism and will be available in due course for  inspection 
at www.hemscott.com/nsm.do. A copy of the Resolution to obtain a new authority
to enable the  Company to  make market purchases  of its  New Ordinary  Shares 
following the implementation of the  Share Consolidation, which was passed  is 
set out in Annex 1 hereto. 

 

All definitions  used  in  the  Circular  to  Shareholders  dated  Friday,  14 
September 2012 have the same meaning when used in this announcement.

 

For further information

 

For Investor Relations enquiries +44 (0) 1895 512 176
Catherine Dolton, Isabel Green:
For Media enquiries              +44 (0) 1895 512 299
Yasmin Diamond, Kari Kerr:

 

Goldman Sachs International, which  is authorised and regulated  in the UK  by 
the Financial Services Authority, is acting for InterContinental Hotels  Group 
PLC and  no-one  else  in  connection with  the  Special  Dividend  and  Share 
Consolidation  and   will   not   be  responsible   to   anyone   other   than 
InterContinental Hotels Group  PLC for providing  the protections afforded  to 
clients of Goldman Sachs International or for providing advice in relation  to 
the  Special  Dividend   and  Share  Consolidation,   the  contents  of   this 
announcement or any matter referred to herein.

 

Notes for editors

 

IHG (InterContinental Hotels  Group) [LON:IHG,  NYSE:IHG (ADRs)]  is a  global 
organisation with  nine  hotel  brands including  InterContinental®  Hotels  & 
Resorts, Hotel Indigo®, Crowne  Plaza® Hotels &  Resorts, Holiday Inn®  Hotels 
and Resorts, Holiday Inn Express®, Staybridge Suites®, Candlewood Suites®,  as 
well as our two newest brands, EVEN™ Hotels and HUALUXE™ Hotels & Resorts. IHG
also manages  Priority Club®  Rewards,  the world's  first and  largest  hotel 
loyalty programme with  over 67  million members  worldwide.  IHG  franchises, 
leases, manages or owns over 4,500 hotels and more than 666,000 guest rooms in
nearly 100  countries and  territories. With  more than  1,000 hotels  in  its 
development  pipeline,  IHG expects  to  recruit  around  90,000  people  into 
additional roles across its estate over the next few years.   InterContinental 
Hotels Group PLC is the Group's  holding company and is incorporated in  Great 
Britain and registered in England and Wales.

 

Visit www.ihg.com for      hotel       information      and       reservations 
and www.priorityclub.com for more on Priority Club Rewards.

 

For                    our                    latest                     news, 
visit www.ihg.com/media, www.twitter.com/ihgplc, www.facebook.com/ihg or
www.youtube.com/ihgplc.

                                   ANNEX 1

                                       

Resolution 2: Authority to enable the Company to make market purchases of its
 New Ordinary Shares following the implementation of the Share Consolidation

                                       

That, subject to and conditional upon  the resolution to approve the  proposed 
Share Consolidation being passed and becoming unconditional, the Company shall
be and  is hereby  generally  and unconditionally  authorised to  make  market 
purchases (as  defined in  Section 693  of  the Companies  Act 2006)  for  the 
purpose of Section 701  of the Companies  Act 2006 of  New Ordinary Shares  on 
such terms and in such manner as the Directors think fit provided that:

(a)    the maximum aggregate number of New Ordinary Shares that may be
purchased under this authority is 27,217,301;

(b)    the minimum price which may be paid for each New Ordinary Share is
14^194/329 per share;

(c)    the maximum  price (exclusive of  all expenses) which  may be paid  for 
each New Ordinary Share is an amount equal to the higher of (i) 105 per  cent. 
of the average of  the middle market  quotations for a  New Ordinary Share  as 
derived from  the London  Stock  Exchange Daily  Official  List for  the  five 
business days immediately preceding the day on which such share is  contracted 
to be purchased and (ii) that stipulated  by Article 5(1) of the Buy-Back  and 
Stabilisation Regulations 2003; and

 

this authority  will expire  at  the conclusion  of  the next  annual  general 
meeting of the Company in 2013 or on 1 July 2013, whichever is earlier (except
in relation to the purchase of New Ordinary Shares the contract for which  was 
concluded before such date and which  is executed wholly or partly after  such 
date) unless such authority is renewed prior to such time.

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
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REGBKFDPCBDKBKK -0- Oct/08/2012 09:54 GMT