Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment) in respect of Belmond Ltd., an exempted company incorporated in Bermuda
(the Issuer), relates to (i) class A common shares, par value $0.01 per share, of the Issuer (such class of shares, the Class A Shares), including an aggregate of 12,646,787 Class A Shares previously
purchased by LVMH Moët Hennessy Louis Vuitton SE, a corporation organized under the laws of France (LVMH), through one of LVMHs wholly-owned subsidiaries (such aggregate number of previously purchased Class A Shares, the
Purchased Class A Shares), and (ii) the Agreement and Plan of Merger, dated as of December 13, 2018 (the Merger Agreement), by and among Issuer, LVMH, Palladio Overseas Holding Limited, a company organized
under the laws of England and Wales and a wholly-owned subsidiary of LVMH (Holding), and Fenice Ltd., an exempted company organized under the laws of Bermuda and a wholly-owned subsidiary of Holding (Merger Sub), pursuant to
which LVMH subsequently acquired the Issuer on April 17, 2019.
This Amendment amends and supplements certain information disclosed
in the statement on Schedule 13D filed on December 27, 2018 (the Original 13D, and together with this Amendment, the Schedule 13D) by LVMH. Except as specifically provided herein, this Amendment does not modify any of
the information previously reported in the Original 13D. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original 13D.
As noted in the Original 13D, the descriptions of the Merger Agreement, the Support Agreement, the Rights Agreement Amendment and the
transactions contemplated thereby, including the Merger, contained in the Schedule 13D do not purport to be complete and remain qualified in their entirety by the full text thereof, which are attached as Exhibit 2.1, Exhibit 10.1 and Exhibit 4.1,
respectively, to the Current Report on Form
8-K
filed by the Issuer with the Securities and Exchange Commission on December 14, 2018.
Item 2. Identity and Background.
The last two paragraphs of Item 2 of the Original 13D are hereby amended and restated in their entirety as follows:
Set forth on Annex A to this Schedule 13D, and incorporated herein by reference, is a list of the directors and executive officers of LVMH,
which contains the following information with respect to each such person: (i) name, (ii) business address, (iii) present principal occupation or employment, and the name, principal business and address of the corporation or other
organization in which such employment is conducted and (iv) citizenship.
During the last five years, neither LVMH nor, to
LVMHs knowledge, any of the persons listed in Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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.
Item 3 of the Original 13D is hereby amended and restated in its entirety as follows:
LVMH acquired the Purchased Class A Shares with working capital in open market and privately negotiated purchases as set forth on Annex B
to this Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the Purchased Class A Shares beneficially owned by LVMH was approximately $313,617,000, excluding brokerage commissions. Other than the foregoing
consideration paid by LVMH for the Purchased Class A Shares and the related brokerage fees, LVMH has not paid, and will not pay, any other funds or consideration in connection with the Purchased Class A Shares.
At the Effective Time (as defined below), and pursuant to the terms of the Merger Agreement, LVMH paid $25.00 per Class A Share in cash,
net of applicable withholding taxes and without interest (the Per Share Merger Consideration), in exchange for all of the Class A Shares issued and outstanding immediately prior to the Effective Time other than the Purchased
Class A Shares (the Remaining Class A Shares). The aggregate consideration paid by LVMH for all outstanding Class A Shares entitled to the Per Share Merger Consideration and for (i) all Issuer stock options, (ii) all
Issuer deferred share awards and (iii) all Issuer performance share awards, in each case outstanding immediately prior to the Effective Time and to the extent converted into the right to receive Per Share Merger Consideration pursuant to the Merger
Agreement, as described in Item 4 herein, amounted to approximately USD 2.31 billion.
At the Effective Time, and pursuant to the terms of
the Merger Agreement, the Purchased Class A Shares were cancelled and not entitled to any consideration or any repayment of capital in connection therewith.
Item 4. Purpose of Transaction.
Item 4 of the Original 13D is hereby amended and supplemented to add the following at the end thereof:
Consummation of the Merger
On April 17, 2019, pursuant to, and upon the terms and subject to the conditions of, the Merger Agreement, Merger Sub was merged with and
into the Issuer in accordance with the Bermuda Companies Act (the Merger). At the effective time of the Merger, which occurred the same day (the Effective Time), the separate corporate existence of Merger Sub ceased, with the
Issuer being the surviving company in the Merger (the Surviving Company) and becoming a subsidiary of Holding.