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Intercontinental Hotels Group PLC — Major Shareholding Notification 2019
Mar 1, 2019
5306_ffr_2019-03-01_193e0865-11ed-4bcf-b93e-b2be45b7ea82.zip
Major Shareholding Notification
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6-K 1 batchfiling-1032019.htm BATCH FILING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 Issuer Direct Corporation Blueprint
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For 1 March 2019
InterContinental Hotels Group PLC
(Registrant's name)
Broadwater Park, Denham, Buckinghamshire, UB9 5HJ, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
EXHIBIT INDEX
| 99.1 | Holding(s)
in Company dated 15 February 2019 |
| --- | --- |
| 99.2 | Holding(s)
in Company dated 20 February 2019 |
| 99.3 | Holding(s)
in Company dated 20 February 2019 |
| 99.4 | Director/PDMR
Shareholding 22 February 2019 |
| 99.5 | Holding(s)
in Company dated 22 February 2019 |
| 99.6 | Director/PDMR
Shareholding dated 26 February 2019 |
| 99.7 | Director/PDMR
Shareholding dated 26 February 2019 |
| 99.8 | Total
Voting Rights dated 1 March 2019 |
Exhibit No: 99.1
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the FCA in Microsoft Word format if possible) — 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached: | | InterContinental Hotels Group PLC | | |
| --- | --- | --- | --- | --- |
| 1b. Please indicate if the issuer is a non-UK issuer
( please mark with an "X" if
appropriate) | | | | |
| Non-UK issuer | | | | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an
"X") | | | | |
| An acquisition or disposal of voting rights | | | | X |
| An acquisition or disposal of financial instruments | | | | |
| An event changing the breakdown of voting rights | | | | |
| Other (please specify): | | | | |
| 3. Details of person subject to the notification
obligation | | | | |
| Name | | BlackRock, Inc. | | |
| City and country of registered office (if applicable) | | Wilmington, DE, USA | | |
| 4. Full name of shareholder(s) (if different from 3.) | | | | |
| Name | | | | |
| City and country of registered office (if applicable) | | | | |
| 5. Date on which the threshold was crossed or reached: | | 14/02/2019 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 15/02/2019 | | |
| 7. Total positions of person(s) subject to the notification
obligation | | | | |
| | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of
8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer |
| Resulting situation on the date on which threshold was crossed or
reached | 5.01% | 0.59% | 5.60% | 181,232,051 |
| Position of previous notification (if applicable) | 4.98% | 0.62% | 5.61% | |
| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached | | | | | |
| --- | --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | | |
| Class/type ofshares ISIN code (if possible) | Number of voting rights | | % of voting rights | | |
| | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
| GB00BHJYC057 | | 9,085,792 | | | 5.01% |
| SUBTOTAL 8. A | 9,085,792 | | 5.01% | | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | | |
| Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument
is exercised/converted. | | % of voting rights |
| Securities Lending | | | 682,218 | | 0.37% |
| American Depository Receipt | | | 43 | | 0.00% |
| | | SUBTOTAL 8. B 1 | 682,261 | | 0.37% |
| B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b)) | | | | | |
| Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash settlement | Number of voting rights | % of voting rights |
| CFD | | | Cash | 397,181 | 0.21% |
| | | | SUBTOTAL 8.B.2 | 397,181 | 0.21% |
| 9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with an "X") | | | |
| --- | --- | --- | --- |
| Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer | | | |
| Full chain of controlled
undertakings through which the voting rights and/or thefinancial
instruments are effectively held starting with the ultimate
controlling natural person or legal entity(please add additional
rows as necessary) | | | X |
| Name | % of voting rights if it equals or is higher than the notifiable
threshold | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| See Attachment | | | |
| 10. In case of proxy voting, please identify: | | | |
| Name of the proxy holder | | | |
| The number and % of voting rights held | | | |
| The date until which the voting rights will be held | | | |
| 11. Additional information | | | |
| BlackRock Regulatory Threshold Reporting Team James Michael 020 7743 3650 | | | |
| Place of completion | 12 Throgmorton Avenue, London, EC2N 2DL, U.K. |
|---|---|
| Date of completion | 15 February, 2019 |
Section 9 Attachment
| Name |
|---|
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Australia Holdco Pty. Ltd. |
| BlackRock Investment Management (Australia) Limited |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Cayman 1 LP |
| BlackRock Cayman West Bay Finco Limited |
| BlackRock Cayman West Bay IV Limited |
| BlackRock Group Limited |
| BlackRock Finance Europe Limited |
| BlackRock Investment Management (UK) Limited |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock Holdco 4, LLC |
| BlackRock Holdco 6, LLC |
| BlackRock Delaware Holdings Inc. |
| BlackRock Fund Advisors |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock Holdco 4, LLC |
| BlackRock Holdco 6, LLC |
| BlackRock Delaware Holdings Inc. |
| BlackRock Institutional Trust Company, National |
| Association |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Cayman 1 LP |
| BlackRock Cayman West Bay Finco Limited |
| BlackRock Cayman West Bay IV Limited |
| BlackRock Group Limited |
| BlackRock Finance Europe Limited |
| BlackRock Advisors (UK) Limited |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock Capital Holdings, Inc. |
| BlackRock Advisors, LLC |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock (Singapore) Holdco Pte. Ltd. |
| BlackRock HK Holdco Limited |
| BlackRock Lux Finco S.a.r.l. |
| BlackRock Japan Holdings GK |
| BlackRock Japan Co., Ltd. |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock (Singapore) Holdco Pte. Ltd. |
| BlackRock HK Holdco Limited |
| BlackRock Asset Management North Asia Limited |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Canada Holdings LP |
| BlackRock Canada Holdings ULC |
| BlackRock Asset Management Canada Limited |
| BlackRock, Inc. |
| Trident Merger, LLC |
| BlackRock Investment Management, LLC |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Cayman 1 LP |
| BlackRock Cayman West Bay Finco Limited |
| BlackRock Cayman West Bay IV Limited |
| BlackRock Group Limited |
| BlackRock Finance Europe Limited |
| BlackRock (Netherlands) B.V. |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Cayman 1 LP |
| BlackRock Cayman West Bay Finco Limited |
| BlackRock Cayman West Bay IV Limited |
| BlackRock Group Limited |
| BlackRock Finance Europe Limited |
| BlackRock Investment Management (UK) Limited |
| BlackRock Asset Management Deutschland AG |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock (Singapore) Holdco Pte. Ltd. |
| BlackRock (Singapore) Limited |
| BlackRock, Inc. |
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. |
| BlackRock International Holdings, Inc. |
| BR Jersey International Holdings L.P. |
| BlackRock Holdco 3, LLC |
| BlackRock Cayman 1 LP |
| BlackRock Cayman West Bay Finco Limited |
| BlackRock Cayman West Bay IV Limited |
| BlackRock Group Limited |
| BlackRock International Limited |
Exhibit No: 99.2
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the FCA in Microsoft Word format if possible) — 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached: | | InterContinental Hotels Group Plc | | |
| --- | --- | --- | --- | --- |
| 1b. Please indicate if the issuer is a non-UK issuer
( please mark with an "X" if
appropriate) | | | | |
| Non-UK issuer | | | | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an
"X") | | | | |
| An acquisition or disposal of voting rights | | | | X |
| An acquisition or disposal of financial instruments | | | | |
| An event changing the breakdown of voting rights | | | | |
| Other (please specify): | | | | |
| 3. Details of person subject to the notification
obligation | | | | |
| Name | | FMR LLC | | |
| City and country of registered office (if applicable) | | Wilmington, USA | | |
| 4. Full name of shareholder(s) (if different from 3.) See Section 9 | | | | |
| Name | | | | |
| City and country of registered office (if applicable) | | | | |
| 5. Date on which the threshold was crossed or
reached vi : | | 18 February 2019 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 19 February 2019 | | |
| 7. Total positions of person(s) subject to the notification
obligation | | | | |
| | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of
8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer |
| Resulting situation on the date on which threshold was crossed or
reached | 5.92% | n/a | 5.92% | 181,232,051 |
| Position of previous notification (if applicable) | 5.67% | 0.17% | 5.84% | |
| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached | | | | |
| --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | |
| Class/type ofshares ISIN code (if possible) | Number of voting rights | | % of voting rights | |
| | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
| GB00BHJYC057 | | 10,740,968 | | 5.92% |
| SUBTOTAL 8. A | 10,740,968 | | 5.92% | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | |
| Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument
is exercised/converted. | % of voting rights |
| | | SUBTOTAL 8. B 1 | | |
| Physical or cash settlement |
|---|
| SUBTOTAL 8.B.2 |
| 9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with an "X") | | | |
| --- | --- | --- | --- |
| Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer xiii | | | |
| Full chain of controlled
undertakings through which the voting rights and/or thefinancial
instruments are effectively held starting with the ultimate
controlling natural person or legal entity(please add additional
rows as necessary) | | | X |
| Name | % of voting rights if it equals or is higher than the notifiable
threshold | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| The Crosby Company of New Hampshire LLC * | | | |
| Crosby Advisors LLC | | | |
| FMR LLC | | | |
| FIAM Holdings LLC | | | |
| FIAM LLC | | | |
| FMR LLC | | | |
| FIAM Holdings LLC | | | |
| Fidelity Institutional Asset Management Trust Company | | | |
| FMR LLC | | | |
| Fidelity Management & Research Company | | | |
| FMR Co., Inc. | 5.16% | n/a | 5.16% |
| FMR LLC | | | |
| Fidelity Advisory Holdings LLC, | | | |
| Strategic Advisers LLC | | | |
| 10. In
case of proxy voting, please identify: | | | |
| Name of the proxy holder | N/A | | |
| The number and % of voting rights held | N/A | | |
| The date until which the voting rights will be held | N/A | | |
| 11. Additional information xvi | | | |
| * The Crosby Company of New Hampshire LLC is not a wholly owned
subsidiary of FMR LLC. However due to the common control of FMR LLC
and The Crosby Company of New Hampshire LLC, holdings have been
aggregated for the purpose of this disclosure. | | | |
| Place of completion | Dublin |
|---|---|
| Date of completion | 19 February 2019 |
Exhibit No: 99.3
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the FCA in Microsoft Word format if possible) — 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached ii : | | InterContinental Hotels Group Plc | | |
| --- | --- | --- | --- | --- |
| 1b. Please indicate if the issuer is a non-UK issuer
( please mark with an "X" if
appropriate) | | | | |
| Non-UK issuer | | | | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an
"X") | | | | |
| An acquisition or disposal of voting rights | | | | |
| An acquisition or disposal of financial instruments | | | | X |
| An event changing the breakdown of voting rights | | | | |
| Other (please specify): | | | | |
| 3. Details of person subject to the notification
obligation iv | | | | |
| Name | | FMR LLC | | |
| City and country of registered office (if applicable) | | Wilmington, USA | | |
| 4. Full name of shareholder(s) (if different from 3.) See Section 9 | | | | |
| Name | | | | |
| City and country of registered office (if applicable) | | | | |
| 5. Date on which the threshold was crossed or reached: | | 19 February 2019 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 20 February 2019 | | |
| 7. Total positions of person(s) subject to the notification
obligation | | | | |
| | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of
8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer vii |
| Resulting situation on the date on which threshold was crossed or
reached | 5.73% | 0.19% | 5.92% | 181,232,051 |
| Position of previous notification (if applicable) | 5.92% | n/a | 5.92% | |
| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached | | | | |
| --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | |
| Class/type ofshares ISIN code (if possible) | Number of voting rights | | % of voting rights | |
| | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
| GB00BHJYC057 | | 10,395,278 | | 5.73% |
| SUBTOTAL 8. A | 10,395,278 | | 5.73% | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | |
| Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument
is exercised/converted. | % of voting rights |
| Stock Loan | | | 345,690 | 0.19% |
| | | SUBTOTAL 8. B 1 | 345,690 | 0.19% |
| Physical or cash settlement |
|---|
| SUBTOTAL 8.B.2 |
| 9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with an "X") | | | |
| --- | --- | --- | --- |
| Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer | | | |
| Full chain of controlled
undertakings through which the voting rights and/or thefinancial
instruments are effectively held starting with the ultimate
controlling natural person or legal entity(please add additional
rows as necessary) | | | X |
| Name | % of voting rights if it equals or is higher than the notifiable
threshold | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| The Crosby Company of New Hampshire LLC * | | | |
| Crosby Advisors LLC | | | |
| FMR LLC | | | |
| FIAM Holdings LLC | | | |
| FIAM LLC | | | |
| FMR LLC | | | |
| FIAM Holdings LLC | | | |
| Fidelity Institutional Asset Management Trust Company | | | |
| FMR LLC | | | |
| Fidelity Management & Research Company | | | |
| FMR Co., Inc. | | | 5.16% |
| FMR LLC | | | |
| Fidelity Advisory Holdings LLC, | | | |
| Strategic Advisers LLC | | | |
| 10. In
case of proxy voting, please identify: | | | |
| Name of the proxy holder | N/A | | |
| The number and % of voting rights held | N/A | | |
| The date until which the voting rights will be held | N/A | | |
| 11. Additional information | | | |
| * The Crosby Company of New Hampshire LLC is not a wholly owned
subsidiary of FMR LLC. However due to the common control of FMR LLC
and The Crosby Company of New Hampshire LLC, holdings have been
aggregated for the purpose of this disclosure. | | | |
| Place of completion | Dublin |
|---|---|
| Date of completion | 20 February 2019 |
Exhibit No: 99.4
InterContinental Hotels Group PLC
Person Discharging Managerial Responsibility ("PDMR") Shareholding
InterContinental Hotels Group PLC (the "Company") has been notified that on 20 February 2019 the following shares were transferred, pursuant to the vesting of shares under the Company's 2016/18 Long Term Incentive Plan, following adjustments for tax and social security withholdings, to the following PDMRS:
| Name of PDMR | Number of shares transferred |
|---|---|
| Keith Barr | 7,333 |
| Paul Edgecliffe-Johnson | 8,848 |
| Elie Maalouf | 8,410 |
| Jolyon Bulley | 3,783 |
| Yasmin Diamond | 3,412 |
| Nicolette Henfrey | 2,315 |
| Kenneth Macpherson | 5,478 |
| Ranjay Radhakrishnan | 3,907 |
| George Turner | 5,693 |
The transaction notification for each PDMR can be found below. This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Keith Barr | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Executive Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 7,333 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 7,333 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Paul Edgecliffe-Johnson | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 8,848 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 8,848 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Elie Maalouf | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Executive Officer, Americas | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 8,410 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 8,410 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Jolyon Bulley | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Executive Officer, Greater China | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 3,783 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 3,783 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Yasmin Diamond | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Executive Vice President, Global Corporate Affairs | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 3,412 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 3,412 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Nicolette Henfrey | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Executive Vice President, General Counsel | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 2,315 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 2,315 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Kenneth Macpherson | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Executive Officer, Europe, Middle East, Asia and
Africa | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 5,478 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 5,478 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Ranjay Radhakrishnan | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Human Resources Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 3,907 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 3,907 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | George Turner | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Commercial & Technology Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares transferred pursuant to the vesting of shares under the
Company's 2015/17 Long Term Incentive Plan, following adjustments
for tax and social security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 5,693 |
| d) | Aggregated information - Aggregated volume - Price - Aggregated total | 5,693 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-20 | |
| f) | Place of the transaction | Outside a trading venue | |
Exhibit No: 99.5
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be
sent to the relevant issuer and to the
FCA in Microsoft Word format if possible) — 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached ii | | InterContinental Hotels Group Plc | | |
| --- | --- | --- | --- | --- |
| 1b. Please indicate if the issuer is a non-UK issuer ( please
mark with an "X" if appropriate) | | | | |
| Non-UK issuer | | | | |
| 2. Reason for the notification (please
mark the appropriate box or boxes with an "X") | | | | |
| An
acquisition or disposal of voting rights | | | | X |
| An
acquisition or disposal of financial instruments | | | | |
| An
event changing the breakdown of voting rights | | | | |
| Other
(please specify): | | | | |
| 3. Details of person subject to the notification obligation iv | | | | |
| Name | | FMR
LLC | | |
| City
and country of registered office (if applicable) | | Wilmington,
USA | | |
| 4. Full name of shareholder(s) (if
different from 3.) See
Section 9 | | | | |
| Name | | | | |
| City
and country of registered office (if applicable) | | | | |
| 5. Date on which the threshold was crossed or reached vi | | 21
February 2019 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 22
February 2019 | | |
| 7. Total positions of person(s) subject to the notification
obligation | | | | |
| | % of
voting rights attached to shares (total of 8. A) | %
of voting rights
through financial
instruments (total of 8.B 1 + 8.B 2) | Total
of both in % (8.A + 8.B) | Total
number of voting rights of issuer |
| Resulting
situation on the date on which threshold was crossed or
reached | 5.78% | 0.18% | 5.96% | 181,232,051 |
| Position
of previous notification (if applicable) | 5.73% | 0.19% | 5.92% | |
| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached | | | | |
| --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | |
| Class/type ofshares ISIN
code (if possible) | Number of voting rights | | % of voting rights | |
| | Direct (Art 9
of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10
of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9
of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10
of Directive 2004/109/EC) (DTR5.2.1) |
| GB00BHJYC057 | | 10,485,578 | | 5.78% |
| SUBTOTAL 8. A | 10,485,578 | | 5.78% | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | |
| Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument
is exercised/converted. | % of voting rights |
| Stock
Loan | | | 331,890 | 0.18% |
| | | SUBTOTAL 8. B 1 | 331,890 | 0.18% |
| Physical or cash settlement |
|---|
| SUBTOTAL 8.B.2 |
| 9. Information in relation to the person subject to the
notification obligation (please mark
the applicable box with
an "X") | | | |
| --- | --- | --- | --- |
| Person
subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer | | | |
| Full chain
of controlled undertakings through which the voting rights and/or
thefinancial instruments are effectively held starting with the
ultimate controlling natural person or legal entity (please
add additional rows as necessary) | | | X |
| Name xv | % of voting rights if it equals or is higher than the notifiable
threshold | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| The
Crosby Company of New Hampshire LLC * | | | |
| Crosby
Advisors LLC | | | |
| FMR
LLC | | | |
| FIAM
Holdings LLC | | | |
| FIAM
LLC | | | |
| FMR
LLC | | | |
| FIAM
Holdings LLC | | | |
| Fidelity
Institutional Asset Management
Trust Company | | | |
| FMR
LLC | | | |
| Fidelity
Management & Research Company | | | |
| FMR
Co., Inc. | 5.03% | 0.18% | 5.21% |
| FMR
LLC | | | |
| Fidelity
Advisory Holdings LLC, | | | |
| Strategic
Advisers LLC | | | |
| 10. In case of proxy voting, please identify: | | | |
| Name of
the proxy holder | N/A | | |
| The
number and % of voting rights held | N/A | | |
| The
date until which the voting rights will be held | N/A | | |
| 11. Additional information | | | |
| * The
Crosby Company of New Hampshire LLC is not a wholly owned
subsidiary of FMR LLC. However due to the common control of FMR LLC
and The Crosby Company of New Hampshire LLC, holdings have been
aggregated for the purpose of this disclosure. | | | |
| Place of completion | Dublin |
|---|---|
| Date of completion | 22 |
| February 2019 |
Exhibit No: 99.6
InterContinental Hotels Group PLC
Person Discharging Managerial Responsibility ("PDMR") Shareholding
InterContinental Hotels Group PLC (the "Company") has been notified that on 22 February 2019 the following shares were transferred, pursuant to the vesting of shares under the Company's Annual Performance Plan, following adjustments for tax and social security withholdings, to the following PDMRS:
| Name of PDMR | Number of shares transferred |
|---|---|
| Ranjay | |
| Radhakrishnan | 10,319 |
| Claire | |
| Bennett | 9,152 |
The transaction notification for each PDMR can be found below. This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Ranjay
Radhakrishnan | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief
Human Resources Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental
Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification
code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares
transferred pursuant to the vesting of shares under the Company's
Annual Performance Plan, following adjustments for tax and social
security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 10,319 |
| d) | Aggregated information - Aggregated volume - Price -
Aggregated total | 10,319 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-22 | |
| f) | Place of the transaction | Outside
a trading venue | |
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Claire
Bennett | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief
Marketing Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental
Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification
code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Shares
transferred pursuant to the vesting of shares under the Company's
Annual Performance Plan, following adjustments for tax and social
security withholdings | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
consideration | 9,152 |
| d) | Aggregated information - Aggregated volume - Price -
Aggregated total | 9,152 Nil consideration Nil consideration | |
| e) | Date of the transaction | 2019-02-22 | |
| f) | Place of the transaction | Outside
a trading venue | |
Exhibit No: 99.7
InterContinental Hotels Group PLC
Person Discharging Managerial Responsibility ("PDMR") Shareholding
| 1 — a) | Details of the person discharging managerial responsibilities /
person closely associated — Name | Daria
Turner | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | PCA of George Turner, Chief Commercial and Technology
Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor | | |
| a) | Name | InterContinental
Hotels Group PLC | |
| b) | LEI | 2138007ZFQYRUSLU3J98 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted | | |
| a) | Description of the financial instrument, type of
instrument Identification
code | Ordinary Shares GB00BHJYC057 | |
| b) | Nature of the transaction | Disposal | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | £46.13 | 10,000 |
| d) | Aggregated information - Aggregated volume - Price -
Aggregated total | 10,000 £46.13 £461,300.00 | |
| e) | Date of the transaction | 2019-02-22 | |
| f) | Place of the transaction | XLON | |
Exhibit No: 99.8
InterContinental Hotels Group PLC (the "Company")
Total Voting Rights and Capital
In accordance with Disclosure and Transparency Rule 5.6.1, the Company announces that, as at 28 February 2019, its issued share capital consists of 187,717,720 ordinary shares of 20 340 / 399 pence each, of which 5,684,427 ordinary shares are held in treasury following a transfer of 801,242 ordinary shares from the Company's treasury account to the Trustees of InterContinental Hotels Group Employee Share Ownership Trust for no consideration on 19 February 2019. Therefore, the total number of voting rights in the Company is 182,033,293.
The above figure may be used by shareholders as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Nicolette Henfrey
EVP, General Counsel & Company Secretary
For further information, please contact:
Corporate Legal & Secretariat (Nicolette Henfrey): +44 (0)1895 512 000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| InterContinental Hotels Group PLC | |
|---|---|
| (Registrant) | |
| By: | /s/ F. |
| Cuttell | |
| Name: | F. |
| CUTTELL | |
| Title: | ASSISTANT |
| COMPANY SECRETARY | |
| Date: | 1 March 2019 |
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