Securities Registration (ads, Delayed) (f-6)

As filed with the U.S. Securities and Exchange Commission on November 4, 2021

Registration No. 333-

UNITED STATES
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)

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone: +1-800- 990-1135

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

____________________

United Agent Group

600 Mamaroneck Avenue #400

Harrison, NY 10528

Telephone: +1-561-508-5033

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

Copies to:

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

☐ immediately upon filing

☐ on (Date) at (Time)

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

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 (1) ordinary share of InterContinental Hotels Group PLC

50,000,000

$0.05

2,500,000

$231.75

(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.

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333- 203430. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-203430.

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 Amendment No. 1 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

	Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus

	(1) Name and address of Depositary		Introductory paragraph and bottom of face of American Depositary Receipt
	(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		Paragraphs (6), (11) and (12)
	(iii) Collection and distribution of dividends		Paragraphs (4), (5), (7), (10), (11) and (13)
	(iv) Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
	(v) Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
	(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11) and (13)
	(vii) Amendment, extension or termination of the Deposit Agreement		Paragraphs (15), (16) and (17)
	(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
	(ix) Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
	(x) Limitation upon the liability of the Depositary		Paragraphs (14) and (17)
	(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

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 Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s internet website at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission located at 100 F Street, N.E., Washington D.C. 20549.

Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1)

Deposit Agreement. Second Amended and Restated Deposit Agreement, dated as of April 15, 2015 (the “Deposit Agreement”), among InterContinental Hotels Group PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder). Filed herewith as Exhibit (a)(1).

(a)(2)

Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement among the Company, the Depositary, and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).

(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 Norton Rose Fulbright US 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)

Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on 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 among InterContinental Hotels Group PLC, JPMorgan Chase Bank, N.A., and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 4, 2021.

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/ Timothy E. Green
		Name: Timothy E. Green Title: Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on November 4, 2021.

	INTERCONTINENTAL HOTELS GROUP PLC


	By:	/s/ Paul Edgecliffe-Johnson
		Name: Paul Edgecliffe-Johnson
		Title: Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith Barr, Paul Edgecliffe-Johnson and Nicolette Henfrey, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on November 4, 2021, in the capacities indicated.

SIGNATURES

Signature		Title
/s/ Keith Barr Keith Barr		Director and Chief Executive Officer (principal executive officer)

/s/ Paul Edgecliffe-Johnson Paul Edgecliffe-Johnson		Director and Chief Financial Officer (principal financial and accounting officer)

/s/ Patrick Cescau Patrick Cescau		Director

Signature			Title

/s/ Patrick Cescau			Director
Patrick Cescau
/s/ Ian Dyson Ian Dyson			Director

/s/ Jo Harlow Jo Harlow			Director

/s/ Jill McDonald Jill McDonald			Director

/s/ Graham Allan Graham Allan			Director

/s/ Arthur de Haast Arthur de Haast			Director

/s/ Nimesh Patel Nimesh Patel			Authorized U.S. Representative

INDEX TO EXHIBITS

Exhibit Number
(a)(1)	Second Amended and Restated Deposit Agreement, dated as of April 15, 2015 (the “Deposit Agreement”), among InterContinental Hotels Group PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder).
(a)(2)	Form of Amendment No. 1 to the Deposit Agreement among the Company, the Depositary, and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)	Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.