| As filed with the Securities and Exchange Commission on February 9, 2006 |
333-
|
|
Scott
A. Ziegler, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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|
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)
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Amount
of
registration
fee
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|
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)
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Each
unit represents one American Depositary
Share.
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|
(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.
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|
Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(1) Name
and address of Depositary
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Introductory
paragraph
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(2) Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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||
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(i) Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii) Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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(iii) Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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(iv) Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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(v) Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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(vi) Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (10) and (13)
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(vii) Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii) Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
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Paragraph
(3)
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(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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(x) Limitation
upon the liability of the Depositary
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Paragraph
(14)
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(3) Fees
and Charges
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Paragraph
(7)
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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
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| (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).
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| (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.
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| (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.
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| (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).
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| (e) |
Certification
under Rule 466.
Not applicable.
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| (f) |
Power
of Attorney.
Included as part of the signature pages
hereto.
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|
(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.
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(b)
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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.
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| By: |
JPMorgan
Chase Bank, N.A., as
Depositary
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|
Signature
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Title
|
Date
|
|
/s/David
Webster .
David
Webster
|
Non-Executive
Chairman
|
January
31, 2006
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|
/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
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|
/s/Stevan
Porter .
Stevan
Porter
|
Executive
Director and President, the Americas
|
January
27, 2006
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/s/Richard
Solomons .
Richard
Solomons
|
Director
and Finance Director (principal financial and accounting
officer)
|
January
31, 2006
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|
_____________________
David
Kappler
|
Non-Executive
Director
|
_____________,
2006
|
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/s/Ralph
Kugler .
Ralph
Kugler
|
Non-Executive
Director
|
February
3, 2006
|
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/s/Jennifer
Laing .
Jennifer
Laing
|
Non-Executive
Director
|
February
6, 2006
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|
/s/Robert
C. Larson .
Robert
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
|
|
Exhibit
Number
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|
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(a)
|
Form
of Amended and Restated Deposit Agreement.
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(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
|