Holiday Inn 2013 Annual Report Download - page 75

As at the 31 December 2013, the 9,773,912 ordinary shares bought
back and held in treasury constitute 3.6% of the total issued share
capital (including treasury shares).
Share capital and shareholders
For further details see page 70.
Dividends
Ordinary shares ADR
Interim dividend
Paid 4 October 2013 15.1p 23.0¢
Special dividend
Paid 4 October 2013 87.1p $1.33
Final dividend
Subject to shareholder approval, payable on 9 May
2014 to shareholders on the Register of Members
at the close of business on 21 March 2014
28.1p 47.0¢
For more information on IHG’s return of funds and dividends see note 8
on page 126.
Future business developments of the Group
Further details on these are set out in the Strategic Report on pages 10 to 53.
Employees and Code of Conduct
Details of the average number of people IHG employed as at
31 December 2013 and the number of people working across
the whole estate are set out on page 21.
The Code of Conduct applies to all Directors, officers and
employees and complies with the NYSE rules as set out in section
406 of the US Sarbanes-Oxley Act 2002. Further details can be
found on page 32.
For more information on the Group’s employment policies, including
equal opportunities, employee communications and development see
pages 21 to 23.
Greenhouse gas emissions
The disclosures concerning greenhouse gas emissions required by
law are included in the Strategic Report on page 33.
Finance
Political donations
The Group made no political donations under the Companies Act
during the year and proposes to maintain this policy.
Financial risk management
The Group’s financial risk management objectives and policies,
including its use of financial instruments, are set out in note 21 to the
Group Financial Statements on pages 135to 137.
Significant agreements and change of control provisions
The Group is a party to the following arrangements which could be
terminated upon a change of control of the Company and which are
considered significant in terms of their potential impact on the
business of the Group as a whole:
• the five-year $1.07bn syndicated loan facility agreement dated
7 November 2011, under which a change of control of the
Company would entitle each lender to cancel its commitment
and declare all amounts due to it payable;
• the seven-year £250m bond issued by the Company on
9 December 2009, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued; and
• the 10-year bond £400m issued by the Company on 28 November
2012, under which, if the bond’s credit rating was downgraded in
connection with a change of control, the bond holders would
have the option to require the Company to redeem or, at the
Company’s option, repurchase the outstanding notes together
with interest accrued.
Further details on these are set out on pages 170 to 172.
Business relationships
During 2012, the Group entered into a five-year technology
outsourcing agreement with International Business Machines
Corporation (IBM), pursuant to which IBM operates and maintains
the infrastructure of the Group’s reservations system. Otherwise,
there are no specific individual contracts or arrangements
considered to be essential to the business of the Group as a whole.
Existence of qualifying indemnity provisions
For further details see Directors and officers liability insurance on
page 63.
Disclosure of information to the Auditor
For further details see page 100.
Events after the reporting period
In February 2014, the Group signed an agreement to sell the
InterContinental Mark Hopkins San Francisco for $120m in cash and
enter into a long-term management contract on the hotel. The hotel
had a net book value of $90m at 31 December 2013.
Going concern
An overview of the business activities of IHG, including a review of
the key business risks that the Group faces is given in the Strategic
Report on pages 10 to 53 and in the Group Information on pages 164
to 167. Information on the Group’s treasury management policies
can be found in note 21 to the Group Financial Statements
on pages 135 to 137. The Group refinanced its bank debt in
November 2011 and put in place a five-year $1.07bn facility.
In November 2009 the Group issued a seven-year £250m sterling
bond and, in November 2012, a 10-year £400m sterling bond.
At the end of 2013 the Group was trading significantly within its
banking covenants and debt facilities.
The Group’s fee-based model and wide geographic spread
meansthat it is well placed to manage through uncertain times
and our forecasts and sensitivity projections, based on a range of
reasonably possible changes in trading performance, show that
the Group should be able to operate within the level of its
currentfacilities.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future and, accordingly, they continue to adopt the going concern
basis in preparing the Financial Statements.
By order of the Board
George Turner, Company Secretary
InterContinental Hotels Group PLC
Registered in England and Wales, Company number 5134420
17 February 2014
Governance 73
OVERVIEW STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Directors’ Report continued