CP Ships announces redemption of Senior Notes, special meeting of shareholders and appointment of new directors
07 Novembre 2005 - 9:00PM
PR Newswire (US)
GATWICK, UK, Nov. 7 /PRNewswire-FirstCall/ -- CP Ships Limited
today announced that it will redeem all of its 10 3/8% Senior Notes
due 2012, that it has called a special meeting of its shareholders
to consider a transaction that would result in TUI AG owning 100%
of the common shares of CP Ships, that two new members have joined
its Board of Directors and that it has entered into new financing
arrangements with TUI. Redemption of 10 3/8% Senior Notes due 2012
On 13th December 2005, CP Ships will redeem all of its US $200
million aggregate principal amount of 10 3/8% Senior Notes due
2012. Holders of Senior Notes will receive the redemption price of
100% of the principal amount of the Senior Notes plus the
Applicable Redemption Premium, together with accrued and unpaid
interest up to but excluding the redemption date. The Applicable
Redemption Premium will be determined on 9th December 2005 in
accordance with the indenture governing the Senior Notes. The
redemption price and any accrued and unpaid interest will be paid
(less any tax required to be deducted and withheld by CP Ships) on
or after 13th December 2005 on presentation and surrender of
certificates representing the Senior Notes to: The Bank of New
York, at One Canada Square, London E14 5AL, England or at 101
Barclay Street, New York, New York, 10286, USA or The Bank of New
York (Luxembourg) S.A. at Aerogolf Centre, 1A Hoehenhof, L-1736,
Senningerberg, Luxembourg. Interest on the Senior Notes will cease
to accrue as of the redemption date. A formal notice and
instructions for the redemption of the Senior Notes will be sent to
holders on 9th November 2005 and published in the Financial Times,
Wall Street Journal, through the Bloomberg newswire service and on
the Luxembourg Stock Exchange website. The Applicable Redemption
Premium is, with respect to each Senior Note on the redemption
date, the greater of (i) 1.0% of the principal amount of such
Senior Note; and (ii) the excess of (1) the present value at the
redemption date of the redemption price of such Senior Note at 15th
July 2007, plus all required interest payments that would otherwise
be due to be paid on such Senior Note during the period between the
redemption date and at 15th July 2007, excluding accrued but unpaid
interest, computed using a discount rate equal to the Treasury Rate
at such redemption date plus 50 basis points, over (2) the
principal amount of the Senior Note. The Treasury Rate as of the
redemption date is the yield to maturity at the time of computation
of US Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.
15(519) which has become publicly available at least two business
days in New York City prior to such redemption date) most nearly
equal to the period from the redemption date to 3rd July 2007;
provided that if such yield to maturity is not equal to the
constant maturity of a US Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of US Treasury securities for
which such yields are given; provided, that if the period from the
Redemption Date to 3rd July 2007 is less than one year, the weekly
average yield on actually traded US Treasury securities adjusted to
a constant maturity of one year shall be used. Special Meeting of
Shareholders and Amalgamation A special meeting of shareholders of
CP Ships has been called to consider and, if deemed advisable,
approve the amalgamation of CP Ships and Ship Acquisition Inc, an
indirect wholly-owned subsidiary of TUI which currently holds
88.97% of the outstanding common shares of CP Ships. The special
meeting will be held on 14th December 2005 at 10:00 a.m. at the
Fairmont Royal York Hotel in Toronto, Canada. The record date for
determining the shareholders of CP Ships entitled to receive notice
of the meeting is 9th November 2005. Full particulars of the
proposed amalgamation will be described in the meeting materials to
be mailed to shareholders on or about 16th November 2005. The
amalgamation will result in TUI owning 100% of the common shares of
the company resulting from the amalgamation, which will also be
called CP Ships Limited. Holders of common shares of CP Ships
immediately prior to the amalgamation, other than Ship Acquisition
Inc, will receive one redeemable special share of CP Ships (as the
corporation resulting from the amalgamation) per common share held.
Subject to applicable law, the special shares will immediately be
redeemed for US $21.50 per share, the same price per share paid
under the TUI Offer for CP Ships common shares dated 30th August
2005. Ship Acquisition Inc holds a sufficient number of common
shares of CP Ships to approve the amalgamation in accordance with
applicable law. It is anticipated that the amalgamation will be
completed on 20th December 2005. Appointment of New Directors
Michael Behrendt has been appointed as Director and Chairman of the
Board of Directors of CP Ships and Rainer Feuerhake has been
appointed as Director of CP Ships, following the resignations of
Nigel Rich as Director and Chairman and Viscount Weir as Director.
Mr Behrendt is Chairman of the Executive Board of Hapag-Lloyd AG, a
wholly-owned subsidiary of TUI, and is also a member of the TUI
executive committee responsible for the shipping division. Mr
Feuerhake is the Chief Financial Officer of TUI and is also a
member of the executive board of TUI. New Financing Arrangements CP
Ships has entered into credit arrangements with Ship Acquisition
Inc and TUI as lenders. The arrangement with Ship Acquisition Inc
is in an aggregate principal amount of up to US $250 million in
order to fund the redemption of the Senior Notes on 13th December
2005, does not bear interest, is for a term of seven years, is
unsecured and is subordinated to senior indebtedness of CP Ships.
The arrangement with TUI is in an aggregate principal amount of up
to US $200 million in order to fund the purchase of the Venture and
Spirit vessels in connection with the terminations of their leases
and for ongoing funding requirements, bears interest at a rate
determined from time to time based on LIBOR plus 1.50%, is for a
term of three years subject to the right to demand early repayment
on the occurrence of certain defaults or any change of control of
CP Ships and is unsecured. In connection with these credit
arrangements, CP Ships' $525 million revolving credit facility and
Venture and Spirit capital leases together with the three
facilities financing the CP Ships group's investment in
temperature-controlled and dry-van containers will be terminated
and repaid during the fourth quarter of 2005. About CP Ships CP
Ships, a subsidiary of TUI AG, provides international container
transportation in four key regional markets: TransAtlantic,
Australasia, Latin America and Asia with 38 services in 21 trade
lanes. As of 30th September 2005 its vessel fleet was 80 ships and
its container fleet 432,000 teu. Volume in 2004 was 2.3 million
teu. CP Ships also owns Montreal Gateway Terminals which operates
one of Canada's largest marine container terminal facilities. CP
Ships is listed on the Toronto and New York Stock Exchanges. TUI
intends to acquire 100% of CP Ships by the end of 2005 after which
CP Ships is expected to no longer be a public company. TUI plans to
integrate CP Ships into its other shipping subsidiary Hapag-Lloyd
to create the world's fifth-largest container shipping company.
Forward Looking Information This press release contains certain
forward-looking information and statements within the meaning of
applicable securities laws relating, but not limited, to
operations, anticipated or prospective financial performance,
results of operations, business prospects and strategies of CP
Ships. Forward-looking information typically contains statements
with words such as "consider," "anticipate," "believe," "expect,"
"plan," "intend," "likely" or similar words suggesting future
outcomes or statements regarding TUI's ability to integrate
successfully CP Ships' operations and employees and ability to
realize anticipated synergies and regarding an outlook on future
changes in volumes, freight rates, costs, achievable cost savings,
the estimated amounts and timing of capital expenditures,
anticipated future debt levels and incentive fees or revenue, or
other expectations, beliefs, plans, objectives, assumptions,
intentions or statements about future events or performance. These
statements are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ
materially from those suggested by the forward-looking statements.
Although CP Ships believes it has a reasonable basis for making the
forecasts or projections included herein, you are cautioned not to
place undue reliance on such forward-looking information. By its
nature, the forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and
specific that contributes to the possibility that the predictions,
forecasts and other forward-looking statements will not occur.
These factors include, but are not limited to, changes in business
strategies; the effects of competition and pricing pressures;
changes in freight rates; changes in operational costs; industry
over-capacity; changes in demand for container shipping;
congestion; availability and cost of chartered ships; changes in
laws and regulations, including tax, environmental, employment,
competition, anti-terrorism and trade laws; and the company's
anticipation of and success in managing the risks associated with
the foregoing. The above list of important factors affecting
forward-looking information is not exhaustive, and reference should
be had to the other risks discussed in filings with securities
regulators. CP Ships undertakes no obligation, except as required
by law, to update publicly or otherwise revise any forward-looking
information, whether as a result of new information, future events
or otherwise, or the above list of factors affecting this
information. DATASOURCE: CP Ships CONTACT: Investors: Jeremy Lee,
VP Investor Relations and Public Affairs, Telephone: (514)
934-5254; Media: Elizabeth Canna, VP Group Communications,
Telephone: +44 (0)1293 861 921 or +41 (0)79 691 3764
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