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Intercontinental Hotels Group PLC

Capital/Financing Update Aug 13, 2015

5306_rns_2015-08-13_0f83483b-a662-47de-a708-329dcf1bfe4e.pdf

Capital/Financing Update

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FINAL TERMS

Final Terms dated 12 August 2015

InterContinental Hotels Group PLC (the "Issuer") Issue of £300,000,000 3.750 per cent. Notes due 14 August 2025 under the £1,500,000,000 Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by Six Continents Limited and InterContinental Hotels Limited (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 16 June 2015 and the supplement to it dated 5 August 2015 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Article 14 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Guarantors and the offer of Notes is available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the website of the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.

1. (i) Issuer: InterContinental Hotels Group PLC
(ii) Guarantors: Six Continents Limited
InterContinental Hotels Limited
2. (i) Series Number: 03
(ii) Tranche Number: 1
(iii) Date on which the Notes
will be consolidated and
form a single Series
Not Applicable
3. Specified Currency or Currencies: Pounds Sterling ("£")
4. Aggregate Nominal Amount :
(i) Series: £300,000,000
(ii) Tranche: £300,000,000
5. Issue Price: 99.014 per cent. of the Aggregate Nominal Amount
6. (i)
Specified
Denominations:
£100,000
and integral multiples of £1,000
in excess
thereof up to and including £199,000. Definitive Notes
will not be issued in denominations in excess of £199,000
(ii) Calculation Amount: £1,000
7. (i) Issue Date: 14 August 2015
(ii) Interest Commencement
Date:
Issue Date
8. Maturity Date: 14 August 2025
9. Interest Basis: 3.750 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
14. Date Board approval for issuance
of Notes obtained:
Approved by the Board of Directors on 10 June 2015 and
by a duly appointed committee of the Board of Directors
on 12 June 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.750 per cent. per annum payable 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
(ii) Interest Payment Date(s): 14 August in each year from and including 14 August
2016 up to and including the Maturity Date
(iii) Fixed Coupon Amount: £37.50 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Interest Determination
Dates:
Not Applicable
(vii) Step Up/Step Down
provisions:
Applicable
Step Up/Step Down
Margin:
1.25 per cent. per annum
Redemption of Relevant
Debt:
Not Applicable
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Issuer Call Option Applicable
(i) Optional Redemption
Date(s) (Call):
Any date up to and including the 90th day prior to the
Maturity Date
(ii) Make Whole Premium: 0.4 per cent.
(iii) Reference Treasury: UK Treasury 5.00 per cent. March 2025
(iv) Treasury Publisher: Bloomberg Page DMO2 or any successor thereto
(v) If redeemable in part:
(a) Minimum Redemption
Amount:
Not Applicable

(b) Maximum Redemption Amount: Not Applicable

  • $(vi)$ Notice period: As set out within Condition 9(c)
    1. Issuer Maturity Par Call Option Applicable
  • Notice period: As set out within Condition 9(d) $(i)$
    1. Put Option Not Applicable
    1. Change of Control Put Option
  • Change of Control Seven (7) Payment Business Days after the expiration of $(i)$ Optional Redemption Change of Control Put Period Date:

Applicable

  • $(ii)$ Change of Control £1,000 per Calculation Amount Optional Redemption Amount of each Note:
    1. Final Redemption Amount of £1,000 per Calculation Amount each Note
    1. Early Redemption Amount £1,000 per Calculation Amount (Tax) and Early Termination Amount payable on redemption for taxation reasons or, as the case may be, on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

    1. Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note. 25. New Global Note: Yes
    1. Additional Financial Centres(s): Not Applicable
    1. Talons for future Coupons to be No attached to Definitive Notes:

Signed on behalf of the Issuer

acl By: Duly authorised

Signed on behalf of Six Continents Limited
7/7
Bv:
Duly authorised

Signed on behalf of InterContinental Hotels Limited

$7.02$ R By: Duly authorised

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i) Admission to trading: Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on the Regulated
Market of the London Stock Exchange with effect from 14
August 2015.
(ii) Estimate of total
expenses related to
£3,650

admission to trading:

2. Ratings

Ratings: The Notes to be issued have been rated:

Standard and Poor's Credit Market Services Europe Limited: BBB

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

Save as discussed in "Subscription and Sale" in the Base Prospectus,, so far as the Issuer and the Guarantors are aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Yield

Indication of yield: 3.871 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.
5.
Operational Information
ISIN: XS1275957121
Common Code: 127595712
Any clearing system(s) other than
Euroclear Bank SA/NV and Clearstream
Banking, société anonyme and the relevant
identification number(s):
Not Applicable
Delivery: Delivery against payment
Names and addresses of additional paying
agent(s) (if any):
Not Applicable

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