TIDMIHG
RNS Number : 4287A
InterContinental Hotels Group PLC
29 September 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA (the United States) OR ANY OTHER JURISDICTION OR TO ANY
OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW)
29 September 2020.
InterContinental Hotels Group PLC announces tender offer for its
GBP400,000,000 3.875 per cent. Notes due 2022
InterContinental Hotels Group PLC (the Company) announces today
its invitation to holders of its GBP400,000,000 3.875 per cent.
Notes due 28 November 2022 (ISIN: XS0859098351) guaranteed by Six
Continents Limited and InterContinental Hotels Limited (together,
the Guarantors and each a Guarantor) (the Notes) to tender their
Notes for purchase by the Company for cash (subject to the
satisfaction (without limitation) or waiver of the New Financing
Condition on or prior to the Settlement Date (each as defined
below)) (the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 29
September 2020 (the Tender Offer Memorandum) prepared by the
Company and is subject to the offer restrictions set out below and
as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Dealer Managers and
the Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears
below:
Description of the Outstanding Nominal Maximum Acceptance
Notes ISIN/ Common Code Amount Purchase Price Amount
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
GBP400,000,000 3.875 XS0859098351/ GBP400,000,000 104.40 per cent. of An aggregate nominal
per cent. Notes due 085909835 the principal amount amount of the
2022 of the Notes outstanding Notes to
be determined by the
Company as set
out in the Tender
Offer Memorandum and
announced as soon as
reasonably practicable
following
the pricing of the New
Notes (as defined
below)
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
The Company is not under any obligation to accept any tender of
Notes for purchase pursuant to the Offer. Tenders of Notes for
purchase may be rejected in the sole discretion of the Company for
any reason and the Company is not under any obligation to
Noteholders to furnish any reason or justification for refusing to
accept a tender of Notes for purchase. For example, tenders of
Notes for purchase may be rejected if the Offer is terminated, if
the New Financing Condition is not satisfied or waived, if the
Offer does not comply with the relevant requirements of a
particular jurisdiction or for any other reason. The Company may,
in its sole discretion, extend, re-open, amend, waive any condition
of and/or terminate the Offer at any time (subject to applicable
law and as provided in the Tender Offer Memorandum).
In addition, the Company announced today its intention to issue
one or two series of new fixed rate euro and/or sterling
denominated notes under its GBP3,000,000,000 Euro Medium Term Note
Programme (the New Notes), to be unconditionally and irrevocably
guaranteed by the Guarantors. Whether the Company will accept for
purchase Notes validly tendered pursuant to the Offer is subject,
without limitation, to the successful completion (in the sole
determination of the Company) of the issue of the New Notes (the
New Financing Condition) or (in the sole determination of the
Company) the waiver of such condition by the Company.
Rationale for the Offer
The purpose of the Offer is to optimise the Company's debt
maturity profile in conjunction with the proposed issue of New
Notes. Furthermore, the Offer will provide liquidity to those
holders whose Notes are accepted in the Offer.
Notes purchased by the Company pursuant to the Offer will be
cancelled and will not be re-issued or re-sold. Notes which have
not been validly offered and accepted for purchase pursuant to the
Offer will remain outstanding.
Details of the Offer
Purchase Price
The Company will pay for Notes validly tendered and accepted
(subject to the satisfaction (without limitation) or waiver of the
New Financing Condition on or prior to the Settlement Date) by it
for purchase pursuant to the Offer at a price equal to 104.40 per
cent. of the principal amount of the Notes (the Purchase
Price).
Accrued Interest
The Company will also pay accrued and unpaid interest (an
Accrued Interest Payment) from (and including) the immediately
preceding interest payment date for the Notes to (but excluding)
the Settlement Date in respect of Notes accepted for purchase
pursuant to the Offer.
New Financing Condition
The Company is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Company of Notes tendered pursuant to the Offer is
at the sole discretion of the Company and tenders may be rejected
by the Company for any reason.
The Company announced today its intention to issue New Notes, to
be unconditionally and irrevocably guaranteed by the Guarantors.
Whether the Company will accept for purchase Notes validly tendered
pursuant to the Offer is subject to the satisfaction (without
limitation) or waiver of the New Financing Condition on or prior to
the Settlement Date.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the base
prospectus dated 14 September 2020, prepared by the Company and
relating to its GBP3,000,000,000 Euro Medium Term Note Programme
(the Base Prospectus) and the final terms relating to such New
Notes and no reliance is to be placed on any representations other
than those contained in the Base Prospectus.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. persons.
The New Notes have and shall only be offered in conformity with
the provisions of the Base Prospectus and the selling restrictions
and, if applicable, the exemption wording, contained therein.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Compliance information for the New Notes: MiFID II
professionals/ECPs only/No PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to
EEA or UK retail investors; no key information document has been or
will be prepared. See the Base Prospectus for further
information.
Allocation of the New Notes
The Company will, in connection with the allocation of the
proposed issue of New Notes by or on behalf of the Company,
consider among other factors whether or not the relevant Noteholder
seeking an allocation of the New Notes has validly tendered, or
indicated a firm intention to tender, their Notes pursuant to the
Offer, and, if so, the aggregate principal amount of the Notes
validly tendered or intended to be tendered by such Noteholder.
When considering allocation of the New Notes, the Company may give
preference to those Noteholders who, prior to such allocation, have
validly tendered or indicated their firm intention to the Company
or to any of the Dealer Managers to tender their Notes pursuant to
the Offer and subscribe for New Notes. However, the Company is not
obliged to allocate the New Notes to a Noteholder who has validly
tendered or indicated a firm intention to tender the Notes pursuant
to the Offer. Any allocation of the New Notes, while being
considered by the Company as set out above, will be made in
accordance with customary new issue allocation processes and
procedures. In the event that a Noteholder validly tenders Notes
pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender
Offer Memorandum irrespective of whether that Noteholder receives
all, part or none of any allocation of New Notes for which it has
applied.
A Noteholder wishing for its Tender Instruction or its intention
to tender Notes to be taken into account in the allocation process
for the New Notes should contact a Dealer Manager (in its capacity
as a joint bookrunner of the issue of the New Notes) in accordance
with the standard new issue procedure of such Dealer Manager. The
pricing of the New Notes is expected to take place prior to the
Expiration Deadline (as defined below) and, as such, Noteholders
are advised to contact a Dealer Manager as soon as possible in
order for this to be taken into account as part of the New Notes
allocation process.
Maximum Acceptance Amount and Scaling
Subject to the satisfaction (without limitation) or waiver of
the New Financing Condition on or prior to the Settlement Date, the
Company proposes to accept for purchase pursuant to the Offer a
maximum aggregate nominal amount of the outstanding Notes that will
be determined as soon as reasonably practicable following the
pricing of the New Notes at the Company's sole discretion (the
Maximum Acceptance Amount), although the Company reserves the
right, in its sole discretion, to accept more or less than the
Maximum Acceptance Amount for purchase pursuant to the Offer (the
final aggregate amount of Notes accepted for purchase pursuant to
the Offer being the Final Acceptance Amount).
If the aggregate nominal amount of Notes tendered for purchase
pursuant to the Offer is greater than the Final Acceptance Amount,
Notes may be accepted for purchase on a pro rata basis, as fully
described in the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to the Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00p.m.
(London time) on 6 October 2020.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
amounts of GBP1,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Company in accordance with the
terms of the Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Tuesday, 29 September 2020
the Tender Agent.
Expected pricing of the New Notes Prior to the Expiration Deadline
Announcement of Maximum Acceptance Amount As soon as reasonably practicable after pricing of the
New Notes
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00p.m. on
by the Tender Agent in order for Noteholders Tuesday, 6 October 2020
to be able to participate in the Offer.
Announcement of Results
Announcement of whether the Company will accept (subject As soon as reasonably practicable on Wednesday, 7
to the satisfaction (without limitation) October 2020
or waiver of the New Financing Condition on or prior to
the Settlement Date) valid tenders
of Notes pursuant to the Offer and, if so accepted, the
Final Acceptance Amount and details
of any pro rata scaling.
Settlement Date
Subject to the satisfaction (without limitation) or Thursday, 8 October 2020
waiver of the New Financing Condition
on or prior to the Settlement Date, Expected Settlement
Date for the Offer.
Payment of the Purchase Price and Accrued Interest for
any Notes accepted for purchase and
settlement of such purchases.
The Company may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Company to so extend, re-open, amend, waive any condition
(including the New Financing Condition) of and/or terminate the
Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive Tender Instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their Tender Instruction to participate in, the
Offer by the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant
deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication via RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be found on the
relevant Reuters Insider Screen and be made by the issue of a press
release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offer. In addition, Noteholders may contact the
Dealer Managers for information using the contact details
below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank PLC (Telephone: + 44 (0) 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com) and BofA
Securities (Telephone: +44 (0) 20 7996 5420; Attention: Liability
Management Group; Email: DG.LM-EMEA@bofa.com) are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited
(Telephone: +44 (0) 20 7704 0880; Attention: Owen Morris; Email:
ihg@lucid-is.com) is acting as Tender Agent.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Nicolette Henfrey, Company Secretary of
InterContinental Hotels Group PLC.
LEI Number: 2138007ZFQYRUSLU3J98
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Company, the Guarantors,
the Dealer Managers or the Tender Agent makes any recommendation
whether Noteholders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Company, the
Guarantors, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Neither
this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell the Notes (and
tenders of Notes in the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and either Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of the Company in such jurisdictions.
United States
The Offer is not being made or offered, and will not be made or
offered, directly or indirectly in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange
of, the United States or to or for the account or benefit of any
U.S. person (as defined in Regulation S of the United States
Securities Act of 1933, as amended (each a U.S. Person)). This
includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States or by, or by any person acting for the account or benefit
of, a U.S. Person. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located
or resident in the United States or to any U.S. Person. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by, or by any person acting
for the account or benefit of, a U.S. Person or by a person located
in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. Person
will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to sell or buy,
any Notes or other securities in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Accordingly, each holder of Notes participating in the Offer
will represent that it (i) did not receive in the United States a
copy of this announcement, the Tender Offer Memorandum or any other
document or information related to the Offer and did not send any
such document or information into the United States, (ii) has not
used, directly or indirectly, the mails of, or a means of
communication or other means or instrumentality of commerce or the
facilities of a United States securities exchange in relation to
the Offer, (iii) is not a U.S. Person, it is not located in the
United States and is not participating in the Offer from the United
States, or (iv) if not a beneficial owner of the Notes, it is
acting on a non-discretionary basis for a principal located outside
the United States that it did not receive in the United States a
copy of this announcement, the Tender Offer Memorandum or any other
document or information related to the Offer and did not send any
such document or information into the United States, has not used,
directly or indirectly, the mails of, or a means of communication
or other means or instrumentality of commerce or the facilities of
a United States securities exchange in relation to the Offer, and
is not giving an order to accept or participate in the Offer from
the United States and is not a U.S. Person. For the purposes of
this and the above two paragraphs, United States means the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offer is being carried out in the
Republic of Italy (Italy) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Noteholders or beneficial owners of the
Notes that are located in Italy may tender Notes for purchase
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the Financial
Promotion Order)) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Tender Offer have only been and shall only be distributed in
France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129. This announcement, the Tender Offer
Memorandum has not been and will not be submitted for clearance to
nor approved by the Autorité des marches financiers.
For further information please contact:
Investor Relations:
(Stuart Ford, Matthew Kay, Rakesh Patel) +44 (0)1895 512176 +44
(0)7527 419 431
Media Relations:
(Yasmin Diamond, Mark Debenham): +44 (0)1895 512097 +44 (0)7527 424 046
Notes to Editors:
IHG (R) (InterContinental Hotels Group) [LON:IHG, NYSE:IHG
(ADRs)] is a global organisation with a broad portfolio of hotel
brands, including Six Senses Hotels Resorts Spas , Regent Hotels
& Resorts , InterContinental (R) Hotels & Resorts , Kimpton
(R) Hotels & Restaurants , Hotel Indigo (R) , EVEN (R) Hotels ,
HUALUXE (R) Hotels and Resorts , Crowne Plaza (R) Hotels &
Resorts , voco(TM) , Holiday Inn (R) Hotels & Resorts , Holiday
Inn Express (R) , Holiday Inn Club Vacations (R) , avid(TM) hotels
, Staybridge Suites (R) , Atwell Suites(TM) , and Candlewood Suites
(R) .
IHG franchises, leases, manages or owns more than 5,900 hotels
and approximately 883,000 guest rooms in more than 100 countries,
with over 1,900 hotels in its development pipeline. IHG also
manages IHG (R) Rewards Club , our global loyalty programme, which
has more than 100 million enrolled members.
InterContinental Hotels Group PLC is the Group's holding company
and is incorporated in Great Britain and registered in England and
Wales. Approximately 400,000 people work across IHG's hotels and
corporate offices globally.
Visit www.ihg.com for hotel information and reservations and
www.ihgrewardsclub.com for more on IHG Rewards Club. For our latest
news, visit: https://www.ihgplc.com/en/news-and-media and follow us
on social media at: https://twitter.com/ihgcorporate ,
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www.linkedin.com/company/intercontinental-hotels-group .
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