Bermuda-registered Sea Containers Limited yesterday announced that it is offering for sale in an underwritten public offering of 8.61 million class A common shares of Orient-Express Hotels Limited.

The offering is subject to market conditions. At the current market price of about $31, Sea Containers would realise approximately $267 million in gross proceeds.

In addition, Sea Containers plans to grant the underwriters a 30-day option to purchase up to an additional 1.29 million class A shares of Orient-Express Hotels to cover over-allotments, if any. Assuming that the underwriters exercise their over-allotment option in full, Sea Containers will no longer own any shares of Orient-Express Hotels after Sea Containers sells these 9.90 million class A common shares.

Sea Containers plans to use the proceeds from the sale of the class A common shares to repay a portion of its outstanding indebtedness and for general corporate purposes. Orient-Express Hotels will receive no proceeds from the sale.

Citigroup Global Markets Incorporated is acting as sole book-running manager for this offering, Merrill Lynch & Co. as joint lead manager, and Scotia Capital (USA) Incorporated as co-manager.

The company?s ferries business is composed of three units. The largest is Silja Oy Ab, the Finnish based leading Baltic operator of cruise ferries, ro-pax ships, fast ferries and cruise ships.

The second is the company?s car-carrying fast ferries business with nine ships operating in European waters other than in the Baltic.

The smallest unit is SeaStreak, the New York based commuter ferry service operating between New Jersey ports and Manhattan.

In 2005 the profits of Silja have declined significantly due to a combination of higher fuel costs.

These costs could not be recovered except on services to Estonia, the unsuccessful m.v. Finnjet operation between Germany, Estonia and Russia, reduced profits from duty free sales and overcapacity in the Swedish market introduced by competitors.

The board of Sea Containers met on November 2, 2005 and has decided to take measures that should eliminate or greatly reduce the operating losses being incurred.

A restructuring charge of $70 million in connection with the plans outlined above will be recognised in the fourth quarter of 2005.

It is expected that underlying debt or more will be achieved on asset sales. The cash component of the restructuring charge will be $10 million or less.