-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoQA0O/XxTWzDV0tSLKMJpKd4mV2azgLaL7pFuN5UQvm9tw82JB20A+5Ah7Rl4jq 19Cf3UxB9PNpJET8ubIiww== 0000950136-07-007089.txt : 20071018 0000950136-07-007089.hdr.sgml : 20071018 20071018153448 ACCESSION NUMBER: 0000950136-07-007089 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 GROUP MEMBERS: DUBAI HOLDING COMMERCIAL OPERATIONS GROUP LLC GROUP MEMBERS: JUMEIRAH ASSETS LLC GROUP MEMBERS: MOHAMMAD ABDULLA ALI AL GERGAWI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORIENT EXPRESS HOTELS LTD CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60303 FILM NUMBER: 071178804 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 2127323200 MAIL ADDRESS: STREET 1: SEA CONTAINERS HOUSE STREET 2: 20 UPPER GROUND LONDON UK SEL 9PF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dubai Holding LLC CENTRAL INDEX KEY: 0001415455 IRS NUMBER: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EMIRATES TOWERS, OFFICES, LEVEL 49 STREET 2: PO BOX 73311 CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 971 4 318 9719 MAIL ADDRESS: STREET 1: EMIRATES TOWERS, OFFICES, LEVEL 49 STREET 2: PO BOX 73311 CITY: DUBAI STATE: C0 ZIP: 00000 SC 13D 1 file1.htm SCHEDULE 13D





 
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

ORIENT-EXPRESS HOTELS LTD.

(Name of Issuer)

 

Class A Common Shares, $0.01 par value each

(Title of Class of Securities)

 

667743107

(CUSIP Number)

 

Lisa Chan

Dubai Investment Group

Emirates Towers, Offices, Level 38

P.O. Box 73311, Dubai, United Arab Emirates

+9714 318 9719

 

Copy to:

Dennis J. Friedman, Esq.

David M. Wilf, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

(212) 351-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 October 8, 2007

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 









CUSIP No.  667743107

 

1.

Names of Reporting Persons.
Jumeirah Assets LLC

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  

 

 

(b)

  

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
AF

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o  

 

6.

Citizenship or Place of Organization
Dubai

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
3,911,611

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
3,911,611

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,911,611

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.

Percent of Class Represented by Amount in Row (11)
9.2%

 

14.

Type of Reporting Person (See Instructions)
HC




2








CUSIP No. 667743107

 

1.

Names of Reporting Persons.
Dubai Holding Commercial Operations Group LLC

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  

 

 

(b)

  

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
AF

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

6.

Citizenship or Place of Organization
Dubai

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
3,911,611

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
3,911,611

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,911,611

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.

Percent of Class Represented by Amount in Row (11)
9.2%

 

14.

Type of Reporting Person (See Instructions)
HC





3








CUSIP No. 667743107

 

1.

Names of Reporting Persons.
Dubai Holding LLC

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  

 

 

(b)

  

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
AF

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

6.

Citizenship or Place of Organization
Dubai

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
3,911,611

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
3,911,611

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,911,611

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.

Percent of Class Represented by Amount in Row (11)
9.2%

 

14.

Type of Reporting Person (See Instructions)
HC





4








CUSIP No. 667743107

 

1.

Names of Reporting Persons.
Mohammad Abdulla Ali Al Gergawi

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  

 

 

(b)

  

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)
OO

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

6.

Citizenship or Place of Organization
United Arab Emirates

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
3,911,611

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
3,911,611

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,911,611

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.

Percent of Class Represented by Amount in Row (11)
9.2%

 

14.

Type of Reporting Person (See Instructions)
IN





5





Item 1.   Security and Issuer

This Statement on Schedule 13D relates to the Class A common shares, $0.01 par value each (the “Class A Common Shares”) of Orient-Express Hotels Ltd., a company organized under the laws of Bermuda (the “Issuer” or the “Company”).  The Issuer’s principal executive office address is 22 Victoria Street, Hamilton HM 12, Bermuda.  

Item 2.   Identity and Background

This statement is filed on behalf of Jumeirah Assets LLC (“JALLC”), Dubai Holding Commercial Operations Group LLC (“DHCO”), Dubai Holding LLC (“DH”) and Mohammad Abdulla Ali Al Gergawi (“Mr. Gergawi” and, together with JALLC, DHCO and DH, the “Reporting Persons”).  Each of JALLC, DHCO and DH is a company organized under the laws of Dubai.  JALLC is a subsidiary of DHCO, which in turn is a subsidiary of DH.  JALLC is a company established for the purposes of owning the hotel assets of the Dubai Holding group.  Each of DHCO and DH is a holding company for the Dubai Holding group.  A majority of the shares of DH are owned by His Highness Sheikh Mohammed bin Rashid Al Maktoum.  Mr. Gergawi is the sole manager of each of JALLC, DHCO and DH.  Mr. Gergawi is a citizen of the United Arab Emirates.

The address of the principal business and principal office for each of the Reporting Persons  is c/o Dubai Holding, Emirates Towers, Offices, Level 49, P.O. Box 73311, Dubai, United Arab Emirates.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  

Item 3.   Source and Amount of Funds or Other Consideration

The 3,911,611 Class A Common Shares (the “Shares”) that may be deemed to be beneficially owned by the Reporting Persons were initially acquired by Dubai Financial LLC (“DF”), an affiliate of DH.  Such Shares were subsequently transferred to JALLC.  The aggregate purchase price for the Shares that the Reporting Persons may be deemed to beneficially own is approximately $241,652,021, which includes brokerage fees and other commissions paid in connection with such purchases.  Such funds came from the working capital of DH and its affiliates.

The Shares may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable regulations and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 4.   Purpose of Transaction

The Reporting Persons and their affiliates have been following the Company for a period of time as a potential investment or business combination opportunity. On several occasions in the last few months, representatives of the Reporting Persons have contacted the Company regarding the development of a joint strategy and possible transaction involving the Company and the hospitality assets of Jumeirah Group, an international luxury hotel chain and an affiliate of the Reporting Persons. In that connection, on September 10, 2007, an affiliate of the Reporting Persons proposed to the Company a transaction in which an affiliate of the Reporting Persons would have, subject to the approval of the Company’s Board, acquired all outstanding Class A Common Shares at a price of $60 per share in cash. The Company responded that it had no interest in pursuing such proposal.

Subsequently, another shareholder of the Company reported the acquisition of 10% of the Class A Common Shares and indicated its interest in a strategic transaction involving the Company. After the Company publicly announced that it had no interest in entering into a transaction with the shareholder, the Reporting Persons began acquiring the Shares in order to prevent this other shareholder from acquiring a significant stake in the Company. If a third party makes an offer for the Company or enters into an agreement with the Company or any affiliate thereof to acquire all or a majority of the capital stock or assets of the Company, the Reporting Persons may consider making an offer to




6





acquire control of the Company, subject to its consideration of all relevant factors and circumstances (such as the price offered by the third party, the condition of the business of the Company at such time, and any other factors and circumstances that the Reporting Persons may consider relevant at such time).

The Reporting Persons currently believe that the Shares represent an attractive investment opportunity. As such, the Reporting Persons intend to hold the Shares and may contact the Company to determine whether there may be an opportunity for the Reporting Persons and the Company to pursue some form of joint strategy or transaction. There can be no assurance that any such transaction would occur.

The Reporting Persons and their affiliates will review their investment in the Company and may at any time (a) acquire additional Class A Common Shares in the Company in the open market or privately negotiated transactions; (b) dispose of all or a portion of the Shares owned by them; or (c) formulate plans or proposals with respect to any of the matters specified in Items 4(a) through (j) of Schedule 13D.

Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

(a)-(b) As of the date of this filing, JALLC is the beneficial owner of an aggregate of 3,911,611 Class A Common Shares, which constitutes 9.2% of the 42,443,000 Class A Common Shares reported by the Issuer as outstanding as of July 31, 2007.  As the direct or indirect parent companies of JALLC, DHCO and DH may be deemed to share voting and dispositive power of the Class A Common Shares beneficially owned by JALLC.  DHCO and DH disclaim beneficial ownership of such Shares for purposes of Section 13(d) of the Act, other than their pecuniary interest therein.  Based on his relationship with JALLC, DHCO and DH, Mr. Gergawi may be deemed to share voting and dispositive power of the Class A Common Shares beneficially owned by JALLC; Mr. Gergawi disclaims beneficial ownership of such Shares for purposes of Section 13(d) of the Act.

(c)  Set forth in Exhibit A hereto are the transactions in the Class A Common Shares during the past sixty days by the Reporting Persons.

(d)  The information set forth in Item 2 is incorporated herein by reference.

(e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between the entities named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Class A Common Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.  

Item 7.   Material to be Filed as Exhibits


Exhibit A:

Trading information as required by Item 5(c)

Exhibit B:

Joint Filing Agreement, dated as of October 18, 2007, by and among Jumeirah Assets LLC, Dubai Holding Commercial Operations Group LLC, Dubai Holding LLC and Mohammad Abdulla Ali Al Gergawi.  




7





SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.


 Date:

October 18, 2007

Jumeirah Assets LLC

 

 

 

 

 

 

 

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

Title:  Manager

 

 

 

Date:

October  18, 2007

Dubai Holding Commercial Operations Group LLC

 

 

 

 

 

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

Title:  Manager

 

 

 

Date:

October  18, 2007

Dubai Holding LLC

 

 

 

 

 

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

Title:  Manager

 

 

 

Date:

October  18, 2007

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

Mohammad Abdulla Ali Al Gergawi

 

 

 

 

 

 

 





8





EXHIBIT INDEX


 

 

 

 

A.

Trading Information as required by Item 5(c)

 

 

B.

Joint Filing Agreement, dated as of October 18, 2007

 

 






EX-99.A 2 file2.htm TRADE INFORMATION AS REQUIRED BY ITEM 5(C)



EXHIBIT A

Response to Item 5(c) — Trading History


Trade Date

Amount ++

Price Per Share+

Oct. 5

                 200

$56.83

Oct. 5

                 200

56.85

Oct. 5

              2,200

56.84

Oct. 5

                 300

56.98

Oct. 5

                 300

56.92

Oct. 5

                 700

57.08

Oct. 5

                 200

57.18

Oct. 5

                 900

57.25

Oct. 5

              1,300

57.89

Oct. 5

                 400

57.99

Oct. 5

                 700

57.98

Oct. 5

              2,900

57.96

Oct. 5

                 400

57.73

Oct. 5

                 200

57.6

Oct. 5

              5,000

57.91

Oct. 5

              3,100

57.92

Oct. 5

                 400

57.76

Oct. 5

              1,600

57.71

Oct. 5

            10,200

57.84

Oct. 5

              3,700

57.87

Oct. 5

              3,300

57.81

Oct. 5

              5,800

57.86

Oct. 5

              4,300

57.93

Oct. 5

                 900

57.67

Oct. 5

                 900

57.97

Oct. 5

              3,000

57.82

Oct. 5

            12,700

57.88

Oct. 5

            54,600

57.9

Oct. 5

            10,300

57.69

Oct. 5

            43,800

57.7

Oct. 5

            10,600

57.63

Oct. 5

              5,500

57.64

Oct. 5

              7,800

57.68

Oct. 5

          107,000

58

Oct. 5

            12,800

57.95

Oct. 5

              3,900

57.94

Oct. 5

            15,000

57.85

Oct. 5

              5,400

57.83

Oct. 5

            12,800

57.8

Oct. 5

              2,700

57.79

Oct. 5

              1,200

57.78

Oct. 5

            11,300

57.75

Oct. 5

              1,500

57.72

Oct. 5

              1,000

57.74

Oct. 5

                 400

57.65

Oct. 5

              1,000

57.66

Oct. 5

                 600

57.77

Oct. 5

                 100

56.8

Oct. 5

                 100

56.82











Trade Date

Amount ++

Price Per Share+

Oct. 5

                 200

57.17

Oct. 5

                 100

57.19

Oct. 5

                 100

57.41

Oct. 5

                 100

57.62

Oct. 5

                 100

57.61

Oct. 8

     2,119,000*

62.50

Oct. 8

            500.00

57.95

Oct. 8

            800.00

57.9

Oct. 8

       51,800.00

58

Oct. 8

            200.00

57.98

Oct. 8

            100.00

57.99

Oct. 8

            300.00

57.94

Oct. 8

            200.00

57.93

Oct. 9

2500

59.79

Oct. 9

4900

59.78

Oct. 9

7100

59.76

Oct. 9

1000

59.74

Oct. 9

21800

59.75

Oct. 9

300

59.92

Oct. 9

1800

59.98

Oct. 9

1600

59.94

Oct. 9

10900

59.95

Oct. 9

200

59.82

Oct. 9

4300

59.83

Oct. 9

3300

59.84

Oct. 9

300

59.81

Oct. 9

30800

59.8

Oct. 9

91800

59.85

Oct. 9

4800

59.86

Oct. 9

2800

59.87

Oct. 9

9600

59.88

Oct. 9

2800

57.94

Oct. 9

12500

59.96

Oct. 9

31800

60

Oct. 9

1300

59.99

Oct. 9

1400

59.91

Oct. 9

43800

59

Oct. 9

200

58.53

Oct. 9

1000

58.54

Oct. 9

300

57.97

Oct. 9

1800

57.96

Oct. 9

1600

57.95

Oct. 9

2900

58

Oct. 9

6500

57.9

Oct. 9

1500

57.82

Oct. 9

2100

57.76

Oct. 9

35400

59.9

Oct. 9

3900

59.89

Oct. 9

1400

59.93

Oct. 9

11700

59.77

Oct. 9

200

57.92

Oct. 9

100

57.91

Oct. 9

1000

57.86











Trade Date

Amount ++

Price Per Share+

Oct. 9

300

57.75

Oct. 9

200

57.99

Oct. 9

7400

58.55

Oct. 9

300

58.94

Oct. 9

300

59.97

Oct. 9

100

59.72

Oct. 9

        989,311*

62.5

(*)

Denotes privately negotiated transactions.  All other transactions were effected in open market transactions.

(+)

Price per share does not include brokerage fees and other commissions paid in connection with trade.

(++) All transactions relate to purchases of Class A Common Shares by DF.






EX-99.B 3 file3.htm JOINT FILING AGREEMENT DATED OCTOBER 18, 2007



EXHIBIT B

JOINT FIILNG AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 Date:

October 18, 2007

 

Jumeirah Assets LLC

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Title:  Manager

Date:

October  18, 2007

 

Dubai Holding Commercial Operations Group LLC

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Title:  Manager

Date:

October  18, 2007

 

Dubai Holding LLC

 

 

 

By:

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Name:  Mohammad Abdulla Ali Al Gergawi

 

 

 

 

Title:  Manager

 

 

 

 

 

Date:

October  18, 2007

 

 /s/ Mohammad Abdulla Ali Al Gergawi

 

 

 

Mohammad Abdulla Ali Al Gergawi

 







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