Introduction to the Official List 6.C.6
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The Directors, whose names appear on page 4 of this document, accept responsibility for the information 5.02 contained in this document. To the best of the knowledge and belief of such persons (who have taken all 6.A.3 reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. A copy of this document, which comprises listing particulars relating to the Company prepared in accordance 6.B.3 with the listing rules made under section 74 of the Financial Services and Markets Act 2000, has been 3.14(c) delivered to the Registrar of Companies in England and Wales for registration in accordance with section 83 of that Act. Application has been made to the UK Listing Authority for all the New Ordinary Shares to be admitted to the 6.B.1 Official List and will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to 6.B.13 trading on the London Stock Exchange’s market for listed securities. Subject, among other things, to the 3.14A passing of the relevant resolutions to be proposed at the Court Meeting and the Extraordinary General 6.B.18 Meeting to be held on 1 June 2005, it is expected that such Admission will become effective, and that 6.B.15(c) dealings in the New Ordinary Shares will commence, at 8.00 a.m. (London time) on 27 June 2005. As part of the Proposals, American Depositary Shares (each representing one New Ordinary Share) will be issued and evidenced by Company ADRs. Application will be made for the Company ADSs to be listed on the New York Stock Exchange and, subject to fulfilling the listing requirements of the New York Stock Exchange, dealings in Company ADSs are expected to commence at 9.30 a.m. (New York time) on 27 June 2005. No New Ordinary Shares have been marketed to, nor are any available for purchase in whole or in part by, the public in the United Kingdom or elsewhere in connection with the admission to the Official List. This document does not constitute an offer or invitation to any person to subscribe for or purchase any securities in the Company or any other entity. New InterContinental Hotels Group PLC (to be renamed as InterContinental Hotels Group PLC upon Admission) 6.C.2 Incorporated and registered in England and Wales under the Companies Act 1985 and 1989 3.02 Registered No. 5134420 6.C.4 INTRODUCTION TO THE OFFICIAL LIST 6.C.6 SPONSORED BY 6.B.2 Citigroup Shareholders should read Part IV of this document entitled ‘‘Risk Factors’’ which sets out various matters which should be taken into account in connection with the issue of the New Ordinary Shares. Citigroup Global Markets Limited is acting as sponsor to the Company and as financial adviser to the Group, and to nobody else in connection with the Proposals and Admission and will not be responsible to anyone else for providing the protections afforded to its customers or for providing advice in relation to the Proposals or Admission or any other matter referred to in this document. Securities may not be offered or sold in the United States unless they are registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) or exempt from such registration. The New Ordinary Shares to be issued in connection with the Proposals have not been, and are not required to be, registered with the US Securities and Exchange Commission (the ‘‘SEC’’) under the Securities Act in reliance on the exemption provided by Section 3(a)(10) thereof. US Shareholders who are affiliates (within the meaning of the Securities Act) of the Company or IHG before implementation of the Scheme or are affiliates of the Company 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. Neither the SEC nor any US state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The date of this document is 3 May 2005. ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION 3.16(a) Expected maximum issued and Authorised fully paid or credited as fully paid Number Amount Number Amount 3.22(a) 6.B.5(a) New Ordinary Shares 6.B.6 of £6.25 each ......... 1,600,000,000 £10,000,000,000 471,258,510 £2,945,365,687.5 6.B.15(a)(i) The expected number of New Ordinary Shares issued and fully paid or credited as fully paid is based on 6.B.15(b) the number of Existing Ordinary Shares in issue as at 29 April 2005 and on the assumption that all 6.B.16 options are exercised prior to Admission under the share schemes of IHG. New Ordinary Shares to be 6.B.23(a)(iii) issued in connection with the Proposals will rank in full for all dividends and other distributions declared, made or paid on such New Ordinary Shares after the date on which they are admitted to the Official List. Shortly following Admission, the nominal value of each New Ordinary Share will be reduced from £6.25 to 10 pence (pursuant to the Company Reduction of Capital). There will also be one Redeemable Preference Share of £50,000 in issue. This has been issued by the Company so that it meets the minimum share capital requirements of the Companies Act pending the issue of the New Ordinary Shares on the Return. As described in Part VIII of this document, the Company intends to redeem the Redeemable Preference Share shortly after the Return. OVERSEAS DISTRIBUTION The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. For certain United States, Australian, New Zealand and Canadian securities law considerations applicable to Overseas Shareholders, see paragraphs 18 and 19 of Part VIII of this document. i TABLE OF CONTENTS Page GENERAL........................................................................................................................................ 1 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...................................................................... 3 DIRECTORS, COMPANY SECRETARY AND ADVISERS............................................................ 4 PART I KEY INFORMATION ..........................................................................................................5 PART II THE GROUP BUSINESS DESCRIPTION ........................................................................ 9 PART III FURTHER INFORMATION RELATING TO THE SCHEME AND THE COMPANY REDUCTION OF CAPITAL.......................................................................................................... 20 PART IV RISK FACTORS............................................................................................................... 22 PART V COMPARATIVE TABLE ON IHG AND ITS SUBSIDIARIES ........................................... 26 PART VI ACCOUNTANTS’ REPORT ON THE COMPANY........................................................... 79 PART VII UNAUDITED PRO FORMA FINANCIAL INFORMATION.............................................. 82 PART VIII ADDITIONAL INFORMATION........................................................................................ 85 PART IX DEFINITIONS................................................................................................................... 120 ii [THIS PAGE INTENTIONALLY LEFT BLANK] GENERAL As used in this document, except as the context otherwise requires: ) Company means New InterContinental Hotels Group PLC, a public company incorporated and registered in England and Wales under the Companies Act with registered number 5134420, being the parent company of the Group following the Scheme becoming effective or, where appropriate, its Board; ) Group means, before the Scheme Effective Time, IHG and its subsidiaries and subsidiary undertakings and, following the Scheme Effective Time, means the Company and those entities (including, for the avoidance of doubt, IHG) which will become its subsidiaries or its subsidiary undertakings upon implementation of the Scheme; ) Group Company means any member of the Group; and ) New Ordinary Shares means: (i) prior to the Company Reduction of Capital, the ordinary shares of £6.25 each in the capital of the Company to be allotted and issued pursuant to the Scheme or otherwise prior to the Court Hearing in respect of the Company Reduction of Capital; and (ii) following the Company Reduction of Capital, the ordinary shares of 10 pence each in the capital of the Company. Other terms used in this document are defined in Part IX of this document. It is intended that, subject amongst other things to the Scheme becoming effective, the Company will, with effect from the date of Admission, adopt the name ‘‘InterContinental Hotels Group PLC’’ to reflect the continuity of management and business, and IHG will change its name to InterContinental Hotels PLC and re-register as a private limited company shortly thereafter. The Group will publish its consolidated financial statements expressed in United Kingdom pounds sterling. In this document, references to pounds sterling, sterling, £, pence or p are to UK currency, references to US dollars, US$ or $ are to United States currency, references to euro or