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 14194/329?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 Against | % | Total Votes | Votes Withheld | |
|---|---|---|---|---|---|---|---|
| 1. | Consolidation of share capital | 199,691,578 | 99.92 | 167,158 | 0.08 | 199,858,736 | 909,252 |
| 2. | Authority to purchase own shares | 200,155,483 | 99.84 | 329,364 | 0.16 | 200,484,847 | 283,141 |
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.