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 30, 2014
 
BELMOND LTD.
(Exact name of registrant as specified in its charter)
 
Bermuda
(State or other jurisdiction
of incorporation)
 
001-16017
(Commission
file number)
 
98-0223493
(I.R.S. Employer
Identification No.)
 
22 Victoria Street
Hamilton HM 12, Bermuda
(Address of principal executive offices) (Zip Code)
 
441-295-2244
(Registrant's telephone number, including area code)
 
Orient-Express Hotels Ltd.
(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.):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)  Georg R. Rafael retired from the Registrant’s Board of Directors effective as of June 30, 2014, which was the end of his existing term as a member of the Board of Directors and the date of the 2014 annual general meeting of the Registrant.

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)  On June 30, 2014, the Registrant's shareholders at its 2014 annual general meeting approved the change in the Registrant's name from Orient-Express Hotels Ltd. to Belmond Ltd., as described below.  The Registrant notified the name change to the Bermuda Registrar of Companies which, effective June 30, 2014, issued a Certificate of Incorporation on Change of Name dated June 30, 2014 which amended the Registrant's Memorandum of Association and Certificate of Incorporation (its principal charter document).

The amended version of the Registrant's Memorandum of Association and Certificate of Incorporation, including the Certificate of Incorporation on Change of Name effective June 30, 2014, is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Item 5.07.     Submission of Matters to a Vote of Security Holders

The Registrant convened and held its 2014 annual general meeting of shareholders on June 30, 2014.  The holders of class A and B common shares, voting together, (i) elected eight directors of the Registrant, (ii) approved the change in the Registrant's name from Orient-Express Hotels Ltd. to Belmond Ltd., and (ii) appointed Deloitte LLP as the Registrant’s independent registered public accounting firm until the close of the 2015 annual general meeting and authorized the Audit Committee of the Board of Directors of the Registrant 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 2015 annual general meeting:
 
Name
 
For
 
Withheld
 
Broker Non-Votes
Harsha V. Agadi
 
22,561,485
 
3,259,902
 
None
John D. Campbell
 
21,735,488
 
4,085,899
 
None
Roland A. Hernandez
 
22,383,134
 
3,438,253
 
None
Mitchell C. Hochberg
 
22,506,705
 
3,314,682
 
None
Ruth A. Kennedy
 
22,506,692
 
3,314,695
 
None
Prudence M. Leith
 
22,120,487
 
3,700,900
 
None
John M. Scott III
 
22,677,659
 
3,143,728
 
None
H. Roeland Vos
 
25,783,666
 
37,721
 
None
 
2
 
 
(2)  Approval of change of the Registrant's name from Orient-Express Hotels Ltd. to Belmond Ltd.:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
25,738,031
 
61,013
 
22,342
 
None
 
(3)  Appointment of Deloitte LLP as the Registrant’s independent registered public accounting firm until the close of the 2015 annual general meeting, and authorization of the Board’s Audit Committee to fix Deloitte’s remuneration:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
25,752,107
 
52,104
 
17,175
 
None
 
Item 9.01.     Financial Statements and Exhibits

(d)   Exhibits  

3.1 
Memorandum of Association and Certificate of Incorporation of Belmond Ltd. (formerly named Orient-E xpress Hotels Ltd.), as amended effective June 30, 2014.
 
 
3
 
 
SIGNATURE
 
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.
 
 
BELMOND LTD.
   
   
Date: July 2, 2014
By:
/s/ Edwin S. Hetherington
    Edwin S. Hetherington
    Vice President, General Counsel and Secretary
 
 
4
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
3.1
 
Memorandum of Association and Certificate of Incorporation of Belmond Ltd. (formerly named Orient-Express Hotels Ltd.), as amended effective June 30, 2014.
 
 
5
 
 
 
Exhibit 3.1

FORM NO. 6
 
[GRAPHIC]
 
BERMUDA
 
 
CERTIFICATE OF INCORPORATION
 
I hereby in accordance with the provisions of section 14 of the Companies Act, 1981, issue this Certificate of Incorporation and do certify that on the 16th day of October 1987
 
SEALINK BRITISH FERRIES LTD.
 
was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company.
 
Given under my hand this 16th day of October 1987.
 
[SEAL]
 
[SIGNATURE]
for Registrar of Companies
 
 
 
 
 
FORM NO. 3a
 
[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
 
I hereby certify that
 
SEALINK BRITISH FERRIES LTD.

having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of

SeaCo Ltd.
 
Given under my hand the 31st day of August 1990.
 

[SEAL]
 
[SIGNATURE]
for Registrar of Companies
 
 
2
 
 
FORM NO. 3a
 
[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
 
I hereby certify that
 
SeaCo Ltd.
 
having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of
 
Orient-Express Hotels Ltd.
 
Given under my hand the 25th day of July 1994.
 

[SEAL]
[SIGNATURE]
for Registrar of Companies
 
 
3
 
 
FORM NO. 3a
Registration No. 13215
 
[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
 
I HEREBY CERTIFY that in accordance with section 10 of the Companies Act 1981
 
Orient-Express Hotels Ltd.
 
by resolution and with the approval of the Registrar of Companies has changed its name and was registered as
 
Belmond Ltd.

on the 30th day of June 2014. 

 
[SEAL]
 
Given under my hand and the Seal of
 
the REGISTRAR OF COMPANIES this
 
30th day of June 2014
   
 
[SIGNATURE]
 
For Registrar of Companies
 
 
4
 
 
FORM NO. 5
 
[GRAPHIC]
 
BERMUDA
 
THE COMPANIES ACT 1981
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION
AND CONSENT GRANTED BY THE MINISTER
 
THIS IS TO CERTIFY that a Memorandum of Association of
 
SEALINK BRITISH FERRIES LTD.
 
and the consent granted by the Minister under section 6(1) of the Act was delivered to the Office of the Registrar of Companies on the 16th day of October, 1987 in accordance with the provisions of section 14(2) of the Act.


 
IN WITNESS WHEREOF I have
 
hereunto set my hand this
 
16th day of October, 1987
   
 
[SIGNATURE]
 
for Registrar of Companies
 
Minimum Capital of the Company:
UK pounds 8,000.00
Authorized Capital of the Company:
UK pounds 8,000.00
Stamp duty paid:
BD$ 33.70
 
 
5
 
 
Registration No. 13215
 
[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF REGISTRATION OF
ALTERED MEMORANDUM OF ASSOCIATION


THIS IS TO CERTIFY that a copy of the Memorandum of Association of
 
Orient-Express Hotels Ltd.
 
altered in accordance with section 12 of the Companies Act 1981 ("the Act") and the consent granted by the Minister under section 6(1) as read with section 12(2) of the Act were delivered to the Registrar of Companies and registered on the 9th day of July, 2007 pursuant to section 12(7A) of the Act.


[SEAL]
Given under my hand and the Seal of
 
the REGISTRAR OF COMPANIES
 
 this 9th day of July, 2007
   
 
      [SIGNATURE]
 
for Acting Registrar of Companies
 
 
6
 
 
FORM NO. 2
 
[GRAPHIC]
 
BERMUDA
 
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
 
SECOND ALTERATION MEMORANDUM OF ASSOCIATION
 
OF
 
SEALINK BRITISH FERRIES LTD.
 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(hereinafter referred to as “the Company”)
 
1.
The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
 
2.
We, the undersigned, namely,
 
NAME/ADDRESS
BERMUDIAN
STATUS
(Yes/No)
NATIONALITY
NUMBER OF
SHARES
SUBSCRIBED
Ian Hilton
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Yes
British
1
Ruby L. Rawlins
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Yes
British
1
Marcia De Couto
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Yes
British
1
Sheila Moran
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Yes
British
1
do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
 
3.
The Company is to be an exempted* Company as defined by the Companies Act 1981.
 
 
7
 
 
4.
The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels--
 
Not Applicable
 
5.
The Company does not propose* to carry on business in Bermuda.
 
6.
The authorised share capital of the Company is pounds 8,000.00 divided into shares of UK one pound each. The minimum subscribed share capital of the Company is pounds 8,000.00 in United Kingdom currency.
 
7.
Subject to any provision of law, including a provision of the Companies Act, 1981, or any other act or any other provision in this memorandum:
(a) the objects and powers of the Company are unrestricted; and
(b) the Company has the capacity, rights, powers and privileges of a natural person.
 
*Delete as applicable.
 
Signed by each subscriber in the presence of at least one witness attesting the signature thereof--
 
[SIGNATURES]
 
/s/ Ian Hilton
 
/s/ Maria Place
     
/s/ Ruby L. Rawlins
 
/s/ Maria Place
     
/s/ Marcia DeCouto
 
/s/ Maria Place
     
/s/ Sheila Moran
 
/s/ Maria Place
     
(Subscribers)
 
(Witnesses)
 
SUBSCRIBED this 9th day of October 1987.
 
 
8
 
 
FORM NO. 16a
REGISTRATION NO. 13215

 
[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF REGISTRATION OF
ALTERATION OF DENOMINATION OF CAPITAL
 
THIS IS TO CERTIFY that an Alteration of Denomination of Share Capital of
 
Orient-Express Hotels Ltd.
 
was delivered to the Registrar of Companies on the 26th day of May, 2000 in accordance with the Companies Act 1981 (“the Act”).
 
[SEAL]
Given under my hand and Seal of the
REGISTRAR OF COMPANIES this
26th day of May, 2000.
   
   
 
            [SIGNATURE]
 
for Registrar of Companies
   
 
Capital before Conversion:
UK pounds  8,000.00
 
Capital after Conversion:
US$ 12,000.00
 
 
 
9
 
 
FORM NO. 7a
REGISTRATION NO. 13215


[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
 
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
 
Orient-Express Hotels Ltd.
 
was delivered to the Registrar of Companies on the 19th day of May, 2000 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).
 
[SEAL]
Given under my hand and Seal of the
 
REGISTRAR OF COMPANIES this
 
26th day of May, 2000.
   
 
            [SIGNATURE]
for Registrar of Companies
 
Capital prior to increase:
US$ 12,000.00
Amount of increase:
US$ 2,688,000.00
Present Capital:
US$ 2,700,000.00
 
 
10
 
 
FORM NO. 7a
REGISTRATION NO. 13215

[GRAPHIC]
 
BERMUDA
 
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
 
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
 
Orient-Express Hotels Ltd.
 
was delivered to the Registrar of Companies on the 9th day of June 2011 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).
 
[SEAL]
Given under my hand and Seal of the
 
REGISTRAR OF COMPANIES this
 
13th day of June 2011.
   
 
            [SIGNATURE]
for Registrar of Companies
 
Capital prior to increase:
US$ 2,700,000.00
Amount of increase:
US$ 1,200,000.00
Present Capital:
US$ 3,900,000.00
 
 
11