Post-effective Amendment to Registration Statement (pos Am)
April 17 2019 - 1:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 17, 2019
Registration No. 333-110296
Registration No. 333-123020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to:
FORM S-3 REGISTRATION STATEMENT NO. 333-110296
FORM S-3 REGISTRATION STATEMENT NO. 333-123020
UNDER THE SECURITIES ACT OF 1933
BELMOND LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of incorporation)
98-0223493
(I.R.S. Employer Identification Number)
22 Victoria Street
Hamilton HM 12, Bermuda
(441) 295-2244
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive
Offices)
Richard M. Levine
Belmond USA Inc.
441 Lexington Avenue
New York, NY 10017
(212) 302-5055
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Craig A. Roeder
Thomas Hughes
Baker & McKenzie LLP
300 East Randolph Street
Chicago, Illinois 60601
(312) 861-8000
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (these
Post-Effective Amendments
) are being filed by Belmond Ltd., an exempted company incorporated in Bermuda and formerly known as Orient-Express Hotels Ltd. (the
Registrant
), to withdraw and remove from registration any and all securities of the Registrant that remain unissued and/or unsold under the following registration statements (the
Registration Statements
) filed by the Registrant with the U.S. Securities and Exchange Commission (the
SEC
):
·
Registration Statement on Form S-3 (Registration No. 333-110296), filed with the SEC on November 6, 2003 and amended on November 14, 2003; and
·
Registration Statement on Form S-3 (Registration No. 333-123020), filed with the SEC on February 25, 2005 and amended on March 4, 2005.
On December 13, 2018, the Registrant entered into that certain Agreement and Plan of Merger (the
Merger Agreement
) with LVMH Moët Hennessy - Louis Vuitton SE (
LVMH
), Palladio Overseas Holding Limited (
Holding
), and Fenice Ltd. (
Merger Sub
). Pursuant to the terms of the Merger Agreement, on April 17, 2019, Merger Sub was merged with and into the Registrant (the
Merger
), with the Registrant surviving the Merger as a subsidiary of Holding and an indirect subsidiary of LVMH.
As a result of the consummation of the transactions contemplated by the Merger Agreement, including the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and removes and withdraws from registration any and all securities of the Registrant registered pursuant to the Registration Statements that remain unissued and/or unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York on this 17th day of April, 2019.
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BELMOND LTD.
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By:
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/s/ Richard M. Levine
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Name:
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Richard M. Levine
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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Note: No other person is required to sign these Post-Effective Amendments in reliance on Rule 478 of the Securities Act of 1933, as amended.
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