Intercontinental Hotels Group PLC

Regulatory Filings • Nov 27, 2023

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 24 November 2023

IHG Finance LLC (the "Issuer") Legal entity identifier (LEI): 213800DXTXQ1YC8UP313 Issue of EUR600,000,000 4.375 per cent. Notes due 28 November 2029 under the £4,000,000,000 Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by

Six Continents Limited Legal entity identifier (LEI): 213800MSAGKXH7JYWE25

and InterContinental Hotels Limited Legal entity identifier (LEI): 213800EY2DTHCTWF9R55

and

InterContinental Hotels Group PLC Legal entity identifier (LEI): 2138007ZFQYRUSLU3J98

(each a "Guarantor" and together the "Guarantors")

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 21 September 2023 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	(i)	Issuer:		IHG Finance LLC
	(ii)	Guarantor(s):		Six Continents Limited, InterContinental Hotels Limited and InterContinental Hotels Group PLC
2.	(i)	Series Number:		08
	(ii)	Tranche Number:		1
	(iii)	and form a single Series:	Date on which the Notes will be consolidated	Not Applicable
3.		Specified Currency or Currencies:		Euro ("EUR")
4.	Aggregate Nominal Amount:
	(i)	Series:		EUR600,000,000
	(ii)	Tranche:		EUR600,000,000
5.	Issue Price:			99.902 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified	Denominations:	EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000
	(ii)	Calculation Amount:		EUR1,000
7.	(i)	Issue Date:		28 November 2023
	(ii)	Interest Commencement Date:		Issue Date
8.		Maturity Date:		28 November 2029
9.		Interest Basis:		4.375 per cent. Fixed Rate
10.		Redemption/Payment Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11.	Change of Interest Basis:			Not Applicable
12.		Put/Call Options:		Change of Control Put
				Issuer Call Option
				Issuer Maturity Par Call Option
13.		Status of the Notes:		Senior
		Status of the Guarantees:		Senior
14.			Date Board approval for issuance of Notes obtained:	15 November 2023 in respect of the authorisation of the managers of the Issuer and 31 October 2023 in respect of a duly appointment committee of the Board of Directors of InterContinental Hotels

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions Applicable

Group PLC

23. 24.		Amount of each Note: Final Redemption Amount of each Note Early Redemption Amount (Tax) and Early Termination Amount payable on redemption for taxation reasons or, as the case may be, on event of	EUR1,000 per Calculation Amount EUR1,000 per Calculation Amount
	(i) (ii)	Change of Control Optional Redemption	Change of Control Optional Redemption Date: Seven (7) days after the expiration of Change of Control Put Period EUR1,000 per Calculation Amount
22.		Change of Control Put Option	Applicable
21.	Put Option		Not Applicable
20.		Issuer Residual Call Option	Not Applicable
	(ii)	Period within which Notes may be redeemed:	At any time from (and including) 28 August 2029 to (but excluding) the Maturity Date
	(i)	Notice period:	As set out within Condition 9(d)
19.		Issuer Maturity Par Call Option	Applicable
	(vi)	Notice period:	As set out within Condition 9(c)
	(v)	If redeemable in part:	Not Applicable
	(iv)	Treasury Publisher:	Bloomberg Page FIT GEACT
	(iii)	Reference Treasury:	DBR 2.100 per cent. Bond due 15 November 2029, ISIN: DE0001102622
	(ii)	Make Whole Premium:	+0.30 per cent.
	(i)	Optional Redemption Date(s) (Call):	At any time from the Issue Date to (but excluding) 28 August 2029
18.	Issuer Call Option		Applicable
		PROVISIONS RELATING TO REDEMPTION
17.		Zero Coupon Note Provisions	Not Applicable
16.		Floating Rate Note Provisions	Not Applicable
	–	Step Up/Step Down Margin:	1.250 per cent. per annum
	(vii)	Step Up/Step Down provisions:	Applicable
	(vi)	Interest Determination Dates:	28 November in each year
	(v)	Day Count Fraction:	Actual/Actual (ICMA)
	(iv)	Broken Amount(s):	Not Applicable
	(iii)	Fixed Coupon Amount:	EUR43.75 per Calculation Amount
	(ii)	Interest Payment Date(s):	28 November in each year commencing on 28 November 2024 up to and including the Maturity Date
	(i)	Rate of Interest:	4.375 per cent. per annum payable annually in arrear on each Interest Payment Date subject to the provisions relating to any Step Up Rating Change or Step Down Rating Change set out in (vii) below

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.	Form of Notes:	Registered Notes:
		Global Registered Note Certificate exchangeable for Individual Note Certificates in the limited circumstances specified in the Global Registered Note Certificate
26.	New Safekeeping Structure:	Yes
27.	Additional Financial Centre(s):	London
28.	Talons for future Coupons to be attached to Definitive Notes:	No

THIRD PARTY INFORMATION

The explanation of the meaning of the ratings set out in paragraph 2 of Part B below has been extracted from the websites of S&P and Moody's respectively (each as defined below). The Issuer and the Guarantors confirm that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each of S&P and Moody's, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of the Issuer

By: .............................................................................. Duly authorised Randall S. Hammer

Signed on behalf of Six Continents Limited

By: .............................................................................. Duly authorised Nicolette Henfrey

Signed on behalf of InterContinental Hotels Limited

By: .............................................................................. Duly authorised Nicolette Henfrey

Signed on behalf of InterContinental Hotels Group PLC

By: .............................................................................. Duly authorised Nicolette Henfrey

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i)	Admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange's Main Market with effect from the Issue Date.
(ii)	Estimate of total expenses related to admission to trading:	GBP5,800

2. Ratings

Ratings: The Notes to be issued have been rated:

S&P Global Ratings UK Limited ("S&P"): BBB

According to S&P, an obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation.

Moody's Investor Services Limited ("Moody's"): Baa2

According to Moody's, obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 2 indicates a mid-range ranking.

Each of S&P and Moody's is established in the UK and registered under Regulation (EC) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK CRA Regulation"). Each of S&P and Moody's appears on the latest update of the list of registered credit rating agencies (as of the date of these Final Terms) on the FCA's Financial Services Register.

Each of S&P and Moody's is not established in the EEA and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended, the "CRA Regulation"). However, the ratings S&P and Moody's have given to the Notes are endorsed by S&P Global Ratings Europe Limited and Moody's Deutschland GmbH respectively, which are each established in the EEA and registered under the CRA Regulation.

3. Interests of Natural and Legal Persons involved in the Offer

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. Reasons for the Offer and estimated net proceeds

	Reasons for the offer:	The proceeds of the issue will be used for general corporate purposes of the Issuer's business.
	Estimated net proceeds:	EUR597,612,000
5.	Yield
	Indication of yield:	4.394 per cent. per annum
		The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. Operational Information

(i)	ISIN:	XS2723593187
(ii)	Common Code:	272359318
(iii)	CFI:	See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(iv)	FISN:	See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(v)	Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	Not Applicable
(vi)	Delivery:	Delivery against payment
(vii)	Names and addresses of additional paying agent(s) (if any):	Not Applicable
(viii)	Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
(ix)	Relevant Benchmark:	Not Applicable
7.	Distribution
(i)	If syndicated, names of Managers:	Joint Lead Managers Barclays Bank PLC Merrill Lynch International MUFG Securities EMEA plc Wells Fargo Securities International Limited Co-Managers Bank of China Limited, London Branch Commerzbank Aktiengesellschaft Truist Securities, Inc.
(ii)	Stabilisation Manager (if any):	Not Applicable
(iii)	If non-syndicated, name of Dealer: Not Applicable
(iv)	Prohibition of Sales to EEA Retail Investors:	Applicable
(v)	Prohibition of Sales to UK Retail Investors:	Applicable
(vi)	U.S. selling restrictions:	Reg. S Compliance Category 2; TEFRA not applicable