Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
March 08 2018 - 7:37AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 20-F/A
Amendment No. 1
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number: 1-10409
InterContinental Hotels Group PLC
(Exact name of registrant as specified in its charter)
England and
Wales
(Jurisdiction of incorporation or organization)
Broadwater Park,
Denham, Buckinghamshire UB9 5HR
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
registered
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American Depositary Shares
Ordinary Shares of 19
17
/
21
pence each
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New York Stock Exchange
New York Stock Exchange*
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* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number
of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
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Ordinary Shares of
19
17
/
21
pence each
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189,990,180
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act: Yes ☑ No ☐
If this report is
an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934: Yes ☐ No ☑
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☑ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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US GAAP ☐
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International Reporting Standards as issued by
the International Standards Accounting Board ☑
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Other ☐
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If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
☐ Item
17 ☐ Item 18
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐
No ☑
(Applicable only to Issuers involved in bankruptcy proceedings during the past five years).
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
☐ Yes ☐No
Explanatory Note
This Amendment No. 1 to the Annual Report on Form
20-F
of InterContinental Hotels Group PLC (IHG) amends
IHGs Annual Report on Form
20-F
for the year ended December 31, 2017 (the Original
20-F),
which was filed with the Securities and Exchange
Commission on March 1, 2018. IHG is filing this Amendment No. 1 solely to furnish Exhibit 101, which was not included in the Original
20-F. Exhibit
101 includes information in eXtensible
Business Reporting Language (XBRL).
Except as described above, this Amendment No. 1 does not amend any information set forth in the Original
20-F,
and IHG has not updated disclosures included therein to reflect any events that occurred subsequent to March 1, 2018.
Pursuant to Rule 406T of Regulation
S-T,
these interactive data files are deemed furnished and not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and are otherwise not
subject to liability under those sections.
PART III
ITEM 19. EXHIBITS
The following is a list of exhibits filed as
part of this Amendment No. 1 to IHGs Annual Report on Form
20-F:
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL
Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
*
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In accordance with Rule 406T(b)(2) of Regulation
S-T,
this eXtensible Business Reporting Language (XBRL) information is furnished and not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form
20-F
and that
it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form
20-F
on its behalf.
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INTERCONTINENTAL HOTELS GROUP PLC
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(Registrant)
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By:
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/s/ Paul Edgecliffe-Johnson
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Name: Paul Edgecliffe-Johnson
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Title: Chief Financial Officer
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Date: March 8, 2018
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