Intercontinental Hotels Group PLC

Prospectus • Aug 5, 2015

SUPPLEMENT DATED 5 AUGUST 2015 TO THE BASE PROSPECTUS DATED 16 JUNE 2015

InterContinental Hotels Group PLC

(incorporated with limited liability in England and Wales)

unconditionally and irrevocably guaranteed by

SIX CONTINENTS LIMITED

(incorporated with limited liability in England and Wales)

and

INTERCONTINENTAL HOTELS LIMITED

(incorporated with limited liability in England and Wales)

£1,500,000,000 Euro Medium Term Note Programme

_______________________________________________

This supplement (the "Supplement") to the Base Prospectus dated 16 June 2015 (the "Prospectus"), which comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive 2003/71/EC (as amended, including by Directive 2010/73/EU and any relevant implementing measure in the relevant Member State) (the "Prospectus Directive"), constitutes a supplement for the purposes of the Prospectus Directive and is prepared in connection with the £1,500,000,000 Euro Medium Term Note Programme (the "Programme") established by InterContinental Hotels Group PLC (the "Issuer"), with Notes issued under the Programme unconditionally and irrevocably guaranteed by Six Continents Limited and InterContinental Hotels Limited (the "Guarantors"). The Financial Conduct Authority, as the UK competent authority under the Prospectus Directive, has approved this Supplement.

The purpose of this Supplement is to incorporate by reference the Issuer's Half Year Results to 30 June 2015 (the "Half Year Results") and to update the "Significant/Material Change" statement of the Issuer.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Supplement.

The Issuer and the Guarantors accept responsibility for the information contained in this Supplement and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect its import.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference in the Prospectus by this Supplement, and (b) any other statement in or incorporated in the Prospectus, the statements in (a) will prevail.

Except as disclosed in this Supplement, there has been no significant new factor, material mistake or inaccuracy relating to information included in the Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Prospectus.

No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Guarantors, any Dealer or the Trustee as to the accuracy or completeness of the information contained or incorporated in the Prospectus by this Supplement.

None of the Prospectus, this Supplement, any other supplements to the Prospectus or any Final Terms constitutes an offer or invitation by or on behalf of the Issuer, the Guarantors, the Dealers or the Trustee to any person to subscribe for, or purchase, any Notes.

The distribution of the Prospectus, this Supplement, any other supplements to the Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus, this Supplement, any other supplements to the Prospectus or any Final Terms comes are required by the Issuer, the Guarantors and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Prospectus, this Supplement, any other supplements to the Prospectus and any Final Terms and other offering material relating to Notes, see "Subscription and Sale" in the Prospectus. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.

ISSUER'S HALF YEAR RESULTS TO 30 JUNE 2015

On 30 July 2015, the Issuer published the Half Year Results. By virtue of this Supplement, the Half Year Results, excluding all information incorporated by reference therein either expressly or implicitly, is incorporated in, and forms part of, the Prospectus. A copy of the Half Year Results, which are incorporated herein by reference, is available on the London Stock Exchange plc's website at http://www.londonstockexchange.com/exchange/news/market-news/market-newsdetail/12443757.html and has been filed with the National Storage Mechanism.

SIGNIFICANT/MATERIAL CHANGE

There has been no significant change in the financial or trading position of the Issuer and its subsidiaries since 30 June 2015.