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 17 March 2006
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 |
Transaction in Own Shares dated 03 March 2006 | ||||
| 99.2 | Director/PDMR Shareholding dated 06 March 2006 | ||||
| 99.3 | Transaction in Own Shares dated 06 March 2006 | ||||
| 99.4 | Director/PDMR Shareholding dated 07 March 2006 | ||||
| 99.5 | Transaction in Own Shares dated 07 March 2006 | ||||
| 99.6 | Director/PDMR Shareholding dated 08 March 2006 | ||||
| 99.7 | Director/PDMR Shareholding dated 09 March 2006 | ||||
| 99.8 | Director/PDMR Shareholding dated 09 March 2006 | ||||
| 99.9 | Transaction in Own Shares dated 10 March 2006 | ||||
| 99.10 | Sale of European Hotels dated 13 March 2006 | ||||
| 99.11 | Director/PDMR Shareholding dated 13 March 2006 | ||||
| 99.12 | Director/PDMR Shareholding dated 13 March 2006 | ||||
| 99.13 | Transaction in Own Shares dated 13 March 2006 | ||||
| 99.14 | Holding(s) in Company dated 14 March 2006 | ||||
| 99.15 | Transaction in Own Shares dated 14 March 2006 | ||||
| 99.16 | Transaction in Own Shares dated 15 March 2006 | ||||
| 99.17 | Transaction in Own Shares dated 16 March 2006 | ||||
99.1
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 280,000 of its ordinary shares at a price of 854.7656p per share. END
99.2
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
Richard Winter
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 Winter
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 Winter
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 183,990 IHG ordinary shares at a weighted average option price of £3.2229 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 183,990 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 183,990 IHG ordinary shares at a weighted average option price of £3.2229 per share
Sold 183,990 IHG ordinary shares at a price of £8.502224
14. Date and place of transaction
3 March 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be
taken into account when calculating percentage)
5,983 ordinary shares (Negligible percentage holding)
16. Date issuer informed of transaction
3 March 2006
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
Catherine Engmann 01753 410 243
Name and signature of duly authorised officer of issuer responsible for making notification
Catherine Engmann 01753 410 243
Date of notification
6 March 2006
END
99.3
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 240,000 of its ordinary shares at a price of 859.7043p per share. END
99.4
InterContinental Hotels Group PLC
Technical Interest of Directors and Persons Discharging Managerial Responsibility
in Employee Share Ownership Trust (Jersey)
Following a release of shares to participants (not Directors) under the Executive Share Option Plan on 3 March 2006,
InterContinental Hotels Group PLC confirms that the new total holding of the InterContinental Hotels Group PLC Employee Share
Ownership Trust (Jersey) as detailed below:
Number of shares/amount of stock disposed - 206,617
Total holding in the Trust following this notification - 2,299,540 Ordinary shares
The following directors and persons discharging managerial responsibility, who are among the potential beneficiaries of the ESOT-
Andrew Cosslett, Richard Hartman, Stevan Porter, Richard Solomons, Tom Conophy, Peter Gowers, Tracy Robbins and Richard Winter-
are technically deemed to be interested in those shares.
END
99.5
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 250,000 of its ordinary shares at a price of 846.88p per share. END
99.6
8 March 2006
INTERCONTINENTAL HOTELS GROUP PLC
Notification of transactions of directors, persons discharging managerial responsibility or connected persons
In respect of the conditional rights over InterContinental Hotels Group PLC ("Company") ordinary shares awarded to a number of
participants the Company's Performance Restricted Share Plan ("PRSP"), the Company was notified on 7 March 2006 that the
following numbers of shares were transferred from the Company's Employee Share Ownership Trust ("ESOT") to the following
directors and other persons discharging managerial responsibility on 6 March 2006:
Director Number of shares transferred
Andrew Cosslett 17,225
Richard Hartman 50,058
Stevan Porter 48,367
Richard Solomons 41,705
Other Persons Discharging Managerial Responsibility
Peter Gowers 28,597
Richard Winter 31,577
The awards are based on performance to 31 December 2005 and relate to the Company's total shareholder return against a group of
11 other comparator companies and growth in return on capital employed. The Company finished in fifth place in the TSR group and
achieved ROCE growth of 46%. Accordingly, 42.8% of the maximum potential award vested on 3 March 2006, in accordance with the
rules of the Plan. The share numbers shown above are net of income tax liabilities.
Following the release of the shares to participants, the Employee Share Ownership Trust will hold 1,486,505 IHG PLC shares. The
following directors and persons discharging managerial responsibility, who are among the potential beneficiaries of the ESOT-
Andrew Cosslett, Richard Hartman, Stevan Porter, Richard Solomons, Tom Conophy, Peter Gowers, Tracy Robbins and Richard Winter-
are technically deemed to be interested in those shares.
---------------Ends--------------
Name of Contact for this RNS Announcement:
Catherine Engmann Tel: 01753 410 243
Company Secretariat
InterContinental Hotels Group PLC
END
99.7
9 March 2006
InterContinental Hotels Group PLC
("IHG PLC or the Company")
Directors' Interests in Shares
The following Directors and other persons discharging managerial responsibility have been awarded conditional rights over the
numbers of ordinary IHG PLC shares shown below under the Company's Short Term Deferred Incentive Plan ("the Plan"). The Awards
were made on 8th March 2006.
Director Number of IHG shares awarded
Andrew Cosslett 105,276
Richard Hartman 64,518
Stevan Porter 67,557
Richard Solomons 67,296
Other Persons Discharging Managerial Responsibility
Peter Gowers 45,510
Richard Winter 49,560
Under the terms of the Plan, participants are normally paid their annual performance bonus in IHG PLC shares ("bonus shares"),
deferred over a three year period. The shares will normally be released in equal amounts on the first, second and third
anniversary of the award date, and are conditional on the directors' continued employment with the Group until each release
date.
The above figures include matching shares awarded by the Company of 0.5 times the deferred amount, in accordance with the terms
of the Plan.
Following the award of shares to participants, the Employee Share Ownership Trust will hold 1,188,269 IHG PLC shares. The
following directors and persons discharging managerial responsibility, who are among the potential beneficiaries of the ESOT-
Andrew Cosslett, Richard Hartman, Stevan Porter, Richard Solomons, Tom Conophy, Peter Gowers, Tracy Robbins and Richard Winter-
are technically deemed to be interested in those shares.
---------------Ends--------------
Name of Contact for this RNS Announcement:
Catherine Engmann Tel: 01753 410 243
Company Secretariat
InterContinental Hotels Group PLC
END
99.8
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
(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)
A transaction notified In accordance With Dr 3.1.4r(1)(a)
3. Name of person discharging managerial responsibilities/director
Tom Conophy, Chief Information Officer
(Person Discharging Managerial Responsibility)
4. 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
Personal Interest
5. State the nature of the transaction
Award of shares under the terms of the Intercontinental Hotels group PLC Short Term Deferred Incentive Plan
6. Date issuer informed of transaction
8 March 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
7. Date of Award
8 March 2006
8. Period during which or date on which it can be exercised
Shares will vest between 1 April 2007 and 1 April 2008.
9. Total amount paid (if any) for grant of the option
N/A
10. Description of shares or debentures involved (class and number)
85,846 ten pence ordinary shares
11. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
Nil cost awards
12. Total number of shares or debentures over which awards held following notification
85,846
13. Name of contact and telephone number for queries
Catherine Engmann, 01753 410 243
14. Name and signature of duly authorised officer of issuer responsible for making notification
Catherine Springett, 01753 410 242
15. Date of notification
9 March 2006
END
99.9
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 400,000 of its ordinary shares at a price of 830.94p per share. END
99.10
13 March 2006
INTERCONTINENTAL HOTELS GROUP
SALE OF 24 HOTELS IN CONTINENTAL EUROPE FOR €352MILLION (£240m)
InterContinental Hotels Group PLC ("IHG") today announces it has sold a portfolio of 24 hotels (4,903 rooms) to a
subsidiary of Westbridge Hospitality Fund LP ("Westbridge"). Westbridge is a hospitality investment fund managed by
Westmont Hospitality, one of IHG's largest franchisees. The portfolio has been sold for €352m (approximately £240m),
marginally above net asset value. Proceeds to IHG in cash and debt assumption are €345.2m (before transaction costs), with
the balance of €6.8m relating to third party minority interests.
The hotels have been sold to Westbridge with 15 year franchise contracts. Normalised franchise fees are expected to be
approximately €4m per annum. The hotels are located in Continental Europe and operate under the Crowne Plaza, Holiday Inn,
and Express by Holiday Inn brands. The transaction is expected to complete in the second quarter of 2006.
The hotels generated revenues of €140m, EBITDA of €28m and EBIT of €11m in 2005.
These disposals represent a continuation of IHG's strategy to grow its managed and franchised business and reduce asset
ownership. Since separation in April 2003, IHG has disposed of, or is in the process of disposing of, 175 hotels with a net
asset value of more than £2.8bn. Aggregate proceeds received to date have been above net asset value. IHG has announced the
return of £2.75bn to shareholders, of which £2.0bn has already been completed. Proceeds received from the disposal will be
used for investment, returns to shareholders, or managing IHG's debt position.
Andrew Cosslett, Chief Executive of IHG, commented:
"This deal is another significant step in the transformation of IHG. As we focus on managing and franchising hotels, it is
essential that we continue to develop our relationships with key partners on a global basis. Westmont Hospitality is one of
IHG's largest franchisees, and we are delighted to extend our strong relationship with them."
For further information, please contact:
Investor Relations (Gavin Flynn, Paul Edgecliffe-Johnson): +44 (0) 1753 410 176
+44 (0) 7808 098 972
Media Enquiries (Leslie McGibbon): +44 (0) 1753 410 425
+44 (0) 7808 094 471
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, over 3,600 hotels and
537,000 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.
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.
High resolution images to accompany this announcement are available for the media to download free of charge from
www.vismedia.co.uk . This includes profile shots of the key executives.
Transaction details:
1. The purchasing entity is Cooperatie Westbridge Europe 1 U.A.
2. The net asset value of the assets sold was €327m.
3. No material tax charge arises as a result of the transaction.
4. The assets have been sold on a 15x post fee EBITDA multiple.
Disposals announced today:
-----------------------------------------------------------------------------------
2005
€m
Revenue 140
EBITDA 28
EBIT 11
-----------------------------------------------------------------------------------
Hotel Rooms
-----------------------------------------------------------------------------------
Crowne Plaza Amsterdam Schiphol 242
-----------------------------------------------------------------------------------
Crowne Plaza Antwerp 262
-----------------------------------------------------------------------------------
Crowne Plaza Brussels Airport 315
-----------------------------------------------------------------------------------
Crowne Plaza Hamburg 285
-----------------------------------------------------------------------------------
Crowne Plaza Heidelberg 232
-----------------------------------------------------------------------------------
Holiday Inn Amsterdam 256
-----------------------------------------------------------------------------------
Holiday Inn Bologna City 162
-----------------------------------------------------------------------------------
Holiday Inn Brussels Airport 310
-----------------------------------------------------------------------------------
Holiday Inn Florence 92
-----------------------------------------------------------------------------------
Holiday Inn Hamburg Kielerstrasse 105
-----------------------------------------------------------------------------------
Holiday Inn Milan 119
-----------------------------------------------------------------------------------
Holiday Inn Munich City Centre 580
-----------------------------------------------------------------------------------
Holiday Inn Paris Republic 318
-----------------------------------------------------------------------------------
Holiday Inn Vienna South 174
-----------------------------------------------------------------------------------
Express by Holiday Inn Alicante 120
-----------------------------------------------------------------------------------
Express by Holiday Inn Berlin 251
-----------------------------------------------------------------------------------
Express by Holiday Inn Cologne - Muelheim 107
-----------------------------------------------------------------------------------
Express by Holiday Inn Dortmund 107
-----------------------------------------------------------------------------------
Express by Holiday Inn Dusseldorf 150
-----------------------------------------------------------------------------------
Express by Holiday Inn Frankfurt Airport 186
-----------------------------------------------------------------------------------
Express by Holiday Inn Frankfurt Messe 175
-----------------------------------------------------------------------------------
Express by Holiday Inn Munich 120
-----------------------------------------------------------------------------------
Express by Holiday Inn Troisdorf 110
-----------------------------------------------------------------------------------
Express by Holiday Inn Valencia San Luis 125
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Total 4,903
-----------------------------------------------------------------------------------
END
99.11
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)
A transaction notified In accordance With Dr 3.1.4r(1)(a)
3. Name of person discharging managerial responsibilities
Jonathan Linen
(Non-Executive Board Director)
4. 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
Personal Interest
5. State the nature of the transaction
Private purchase of shares
6. Date issuer informed of transaction
10 March 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following
boxes
7. Date of Award
N/A
8. Period during which or date on which it can be exercised
N/A
9. Total amount paid (if any) for grant of the option
N/A
10. Description of shares or debentures involved (class and number)
10,000 ADRs purchased at $14.4531 per share
11. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
N/A
12. Total number of shares or debentures over which awards held following notification
10,000 ADRs
13. Name of contact and telephone number for queries
Catherine Engmann, 01753 410 243
14. Name and signature of duly authorised officer of issuer responsible for making notification
Catherine Springett, 01753 410 242
15. Date of notification
13 March 2006
END
99.12
InterContinental Hotels Group PLC
Technical Interest of Directors and Persons Discharging Managerial Responsibility
in Employee Share Ownership Trust (Jersey)
Following a purchase of shares on 9 March 2006, InterContinental Hotels Group PLC confirms that the new total
holding of the InterContinental Hotels Group PLC Employee Share Ownership Trust (Jersey) as detailed below:
Number of shares/amount of stock purchased: 945,000
Currency and price: £8.333592 per share
Total holding in the Trust following this notification: 2,431,505 Ordinary shares
The following directors and persons discharging managerial responsibility, who are among the potential
beneficiaries of the ESOT- Andrew Cosslett, Richard Hartman, Stevan Porter, Richard Solomons, Tom Conophy, Peter
Gowers, Tracy Robbins and Richard Winter- are technically deemed to be interested in those shares.
END
99.13
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 320,000 of its ordinary shares at a price of 861.07p per share. END
99.14
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
InterContinental Hotels Group PLC
2) Name of shareholder having a major interest
Lehman Brothers International (Europe)
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
13,349,016
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 10p each
10) Date of transaction
8 March 2006
11) Date company informed
13 March 2006
12) Total holding following this notification
13,349,016
13) Total percentage holding of issued class following this notification
3.08%
14) Any additional information
N/A
15) Name of contact and telephone number for queries
Liz Searle 01753 410 246
16) Name and signature of authorised company official responsible for
making this notification
Liz Searle
17) Date of notification
14 March 2006
END
99.15
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 300,000 of its ordinary shares at a price of 858.94p per share.
99.16
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 250,000 of its ordinary shares at a price of 865.28p per share. END
99.17
Intercontinental Hotels Group plc: Purchase of Own Shares Intercontinental Hotels Group plc announces that today it purchased for cancellation 280,000 of its ordinary shares at a price of 877.99p per share. END
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: | 17 March 2006 | |