Attached files
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| EX-3.1 - EXHIBIT 3.1 - Belmond Ltd. | dp22999_ex0301.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of report (earliest event reported): June 9, 2011
ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-16017
(Commission
file number)
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98-0223493
(I.R.S. Employer
Identification No.)
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22 Victoria Street
Hamilton HM 12, Bermuda
(Address of principal executive offices) (Zip Code)
441-295-2244
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
James B. Hurlock and James B. Sherwood each retired from the Registrant’s Board of Directors effective as of June 9, 2011, which was the end of their existing terms and the date of the 2011 annual general meeting of the Registrant.
(a)
On June 9, 2011, the Registrant filed with the Bermuda Registrar of Companies a Memorandum of Increase of Share Capital increasing the authorized share capital of the Registrant from $2,700,000 to $3,900,000. This increase was approved by the Registrant’s shareholders at the Registrant’s 2011 annual general meeting, as described below. The Bermuda Registrar of Companies is expected to issue shortly a Certificate of Deposit of Memorandum of Increase of Share Capital, which will amend the Registrant’s Memorandum of Association and Certificate of Incorporation (its principal charter document) effective upon its issuance. The Registrant will file the amended version of its Memorandum of Association and Certificate of Incorporation, which will include the Certificate of Deposit of Memorandum of Increase of Share Capital, as an amendment to this report.
The Registrant’s Memorandum of Increase of Share Capital is being filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Registrant convened and held an annual general meeting of shareholders on June 9, 2011. The holders of class A and B common shares, voting together, (i) elected eight directors of the Registrant, (ii) approved an increase in the authorized share capital of the Registrant previously in the amount of $2,700,000 (divided into 120,000,000 class A common shares, 120,000,000 class B common shares and 30,000,000 preferred shares, all par value $0.01 each) by $1,200,000 to $3,900,000 by the creation of 120,000,000 additional class A common shares, par value $0.01 each, and (iii) appointed Deloitte LLP (“Deloitte”) as the Registrant’s independent registered public accounting firm until the close of the 2012 annual general meeting and authorized the Board’s Audit Committee to fix Deloitte’s remuneration. A brief description of each matter and the number of votes on each matter are as follows:
(1) Election of eight directors, to constitute the entire Board of Directors, serving until the 2012 annual general meeting:
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Name
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For
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Withheld
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Broker Non-Votes
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|||
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Harsha V. Agadi
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25,566,520
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1,179,059
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279,210
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John D. Campbell
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21,328,021
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5,417,558
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279,210
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Mitchell C. Hochberg
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21,837,099
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4,908,480
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279,210
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Prudence M. Leith
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21,328,201
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5,417,377
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279,210
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J. Robert Lovejoy
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21,327,204
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5,418,374
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279,210
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Philip R. Mengel
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25,562,751
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1,182,827
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279,210
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Georg R. Rafael
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21,327,991
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5,417,587
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279,210
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Paul M. White
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22,316,738
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4,428,840
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279,210
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(2) Approval of an increase in the authorized share capital of the Registrant previously in the amount of $2,700,000 (divided into 120,000,000 class A common shares, 120,000,000 class B common shares and 30,000,000 preferred shares, all par value $0.01 each) by $1,200,000 to $3,900,000 by the creation of 120,000,000 additional class A common shares, par value $0.01 each:
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For
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Against
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Abstain
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Broker Non-Votes
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23,947,608
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3,071,963
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5,217
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N/A
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(3) Appointment of Deloitte as the Registrant’s independent registered public accounting firm until the close of the 2012 annual general meeting, and authorization of the Board’s Audit Committee to fix Deloitte’s remuneration:
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For
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Against
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Abstain
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Broker Non-Votes
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26,811,874
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209,290
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3,625
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N/A
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description of Exhibit
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3.1
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Memorandum of Increase of Share Capital dated June 9, 2011.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ORIENT-EXPRESS HOTELS LTD.
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| Date: |
June 10, 2011
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By: | /s/ Edwin S. Hetherington | |||
| Edwin S. Hetherington | ||||||
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Vice President, General Counsel and Secretary
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Exhibit
Number
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Description of Exhibit
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3.1
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Memorandum of Increase of Share Capital dated June 9, 2011.
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