Intercontinental Hotels Group PLC

Regulatory Filings • Feb 9, 2006

F-6 1 v035035_f6.htm

As filed with the Securities and Exchange Commission on February 9, 2006 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

_______

InterContinental Hotels Group PLC

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

England and Wales

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004

Telephone (212) 623-0636

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

---

InterContinental Hotels Group

3 Ravinia Drive, Suite 100

Atlanta, Georgia, 30346-2149

Attention: Robert Jackman, Esq.

Tel. No.: (770) 604-2000

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

| Scott
A. Ziegler, Esq. |
| --- |
| Ziegler,
Ziegler & Associates LLP 570
Lexington Avenue, 44 th Floor New
York, New York 10022 (212)
319-7600 |

It is proposed that this filing become effective under Rule 466

o immediately upon filing

o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

| Title
of each class of Securities
to be registered | Amount to
be registered | Proposed
maximum aggregate price per unit (1) | Proposed
maximum aggregate
offering price (2) | Amount
of registration
fee |
| --- | --- | --- | --- | --- |
| American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one ordinary share of InterContinental
Hotels Group PLC | 100,000,000 American
Depositary Shares | $0.05 | $5,000,000 | $535 |

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

| Item
Number and Caption | Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus |
| --- | --- |
| (1) Name
and address of Depositary | Introductory
paragraph |
| (2) Title
of American Depositary Receipts and identity of deposited
securities | Face
of American Depositary Receipt, top center |
| Terms
of Deposit: | |
| (i) Amount
of deposited securities represented by one unit of American Depositary
Shares | Face
of American Depositary Receipt, upper right corner |
| (ii) Procedure
for voting, if any, the deposited securities | Paragraph
(12) |
| (iii) Collection
and distribution of dividends | Paragraphs
(4), (5), (7) and (10) |
| (iv) Transmission
of notices, reports and proxy soliciting material | Paragraphs
(3), (8) and (12) |
| (v) Sale
or exercise of rights | Paragraphs
(4), (5) and (10) |
| (vi) Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization | Paragraphs
(4), (5), (10) and (13) |
| (vii) Amendment,
extension or termination of the Deposit Agreement | Paragraphs
(16) and (17) |
| (viii) Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts | Paragraph
(3) |
| (ix) Restrictions
upon the right to deposit or withdraw the underlying
securities | Paragraphs
(1), (2), (4), and (5) |
| (x) Limitation
upon the liability of the Depositary | Paragraph
(14) |
| (3) Fees
and Charges | Paragraph
(7) |

Item 2. AVAILABLE INFORMATION

| Item
Number and Caption | Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus |
| --- | --- |
| (b) Statement
that InterContinental
Hotels Group PLC is subject to the periodic reporting requirements
of the
Securities Exchange Act of 1934, as amended, and, accordingly, files
certain reports with the Commission, and that such reports can be
inspected by holders of American Depositary Receipts and copied at
public
reference facilities maintained by the Commission in Washington,
D.C. | Paragraph
7 |

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Deposit Agreement . Form of Amended and Restated Deposit Agreement dated as of February__ , 2006 among InterContinental Hotels Group PLC , JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby . Not applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years . Not applicable.

(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered . Filed herewith as Exhibit (d).

(e) Certification under Rule 466. Not applicable.

(f) Power of Attorney. Included as part of the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 9, 2006.

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

By: JPMorgan Chase Bank, N.A., as Depositary

By: _/s/Joseph M. Leinhauser_____

Name: Joseph M. Leinhauser

Title: Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, InterContinental Hotels Group PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in England on January 31, 2006.

InterContinental Hotels Group PLC

By :_/s/Richard Solomons_____

Name: Richard Solomons

Title: Finance Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, Each person whose signature appears below hereby constitutes and appoints Richard Solomons, Richard Winter, Paul Edgecliffe-Johnson and Catherine Springett, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/David
Webster . David
Webster	Non-Executive
Chairman	January
31, 2006
/s/Andrew
Cosslett . Andrew
Cosslett	Chief
Executive and Director	January
27, 2006
/s/Richard
Hartman . Richard
Hartman	Executive
Director and Managing Director EMEA	January
31, 2006
/s/Stevan
Porter . S tevan
Porter	Executive
Director and President, the Americas	January
27, 2006

| /s/Richard
Solomons . Richard
Solomons | Director
and Finance Director (principal financial and accounting
officer) | January
31, 2006 |
| --- | --- | --- |
| ___ David
Kappler | Non-Executive
Director | ___,
2006 |
| /s/Ralph
Kugler . Ralph
Kugler | Non-Executive
Director | February
3, 2006 |
| /s/Jennifer
Laing . Jennifer
Laing | Non-Executive
Director | February
6, 2006 |
| /s/Robert
C. Larson . R obert
C. Larson | Non-Executive
Director | February
3, 2006 |
| ___ Jonathan
Linen | Non-Executive
Director | __,
2006 |
| ___ Sir
David Prosser | Non-Executive
Director | _,
2006 |
| ___ Sir
Howard Stringer | Non-Executive
Director | ____,
2006 |
| /s/Robert
Jackman . Robert
Jackman | Authorized
Representative in the United
States | February
6, 2006 |

INDEX TO EXHIBITS

Exhibit Number
(a)	Form
of Amended and Restated Deposit Agreement.
(d)	Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.