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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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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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 (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 9, 2011).
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3.2
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Memorandum of Association and Certificate of Incorporation of Orient-Express Hotels Ltd., as amended effective June 13, 2011.
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ORIENT-EXPRESS HOTELS LTD.
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||||||
Date: |
June 15, 2011
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By: | /s/ Edwin S. Hetherington | |||
Edwin S. Hetherington | ||||||
Vice President, General Counsel and Secretary
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Exhibit
Number
|
Description of Exhibit
|
|
3.1
|
Memorandum of Increase of Share Capital dated June 9, 2011 (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 9, 2011).
|
|
3.2
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Memorandum of Association and Certificate of Incorporation of Orient-Express Hotels Ltd., as amended effective June 13, 2011.
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FORM NO. 7a
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REGISTRATION NO. 13215
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[SEAL]
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Given under my hand and Seal of the
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REGISTRAR OF COMPANIES this
|
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13th day of June 2011.
|
|
[Signature]
for REGISTRAR OF COMPANIES
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Capital prior to increase:
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US$
|
2,700,000.00 | |
Amount of increase:
|
US$
|
1,200,000.00 | |
Present Capital:
|
US$
|
3,900,000.00 |
FORM NO. 7a
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REGISTRATION NO. 13215
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[SEAL]
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Given under my hand and Seal of the
|
REGISTRAR OF COMPANIES this
|
|
26TH day of MAY, 2000.
|
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[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
|
FORM NO. 16a
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REGISTRATION NO. 13215
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[SEAL]
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Given under my hand and Seal of the
REGISTRAR OF COMPANIES this
26TH day of MAY, 2000.
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[Signature]
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|
for REGISTRAR OF COMPANIES
|
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Capital before Conversion:
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UK(pound) 8,000.00
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Capital after Conversion:
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US$ 12,000.00
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1.
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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.
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2.
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We, the undersigned, namely,
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NAME/ADDRESS
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BERMUDIAN
STATUS
(Yes/No)
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NATIONALITY
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NUMBER OF
SHARES
SUBSCRIBED
|
Ian Hilton
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
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Yes
|
British
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1
|
Ruby L. Rawlins
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
|
Yes
|
British
|
1
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Marcia De Couto
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
|
Yes
|
British
|
1
|
Sheila Moran
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
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Yes
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British
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1
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3.
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The Company is to be an exempted Company as defined by the Companies Act 1981.
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4.
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The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels--
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5.
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The Company does not propose* to carry on business in Bermuda.
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6.
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The authorised share capital of the Company is (pound) 8,000.00 divided into shares of U.K. one pound each. The minimum subscribed share capital of the Company is (pound) 8,000.00 in United Kingdom currency.
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7.
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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.
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/s/ Ian Hilton
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/s/ Maria Place
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/s/ Ruby L. Rawlins
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/s/ Maria Place
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/s/ Marcia DeCouto
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/s/ Maria Place
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/s/ Sheila Moran
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/s/ Maria Place
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(Subscribers)
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(Witnesses)
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