Filed Pursuant To General Instruction II.L. of Form F-10
FILE NO. 333-114811
PROSPECTUS SUPPLEMENT NO. 4
TO THE AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS
DATED 22nd NOVEMBER 2004
(as previously supplemented on 10th December
2004, 13th January 2005 and 17th February 2005)
No securities regulatory authority has expressed an opinion about these
securities and it is an offence to claim otherwise.
This Prospectus Supplement, together with the amended and restated short form
base shelf prospectus dated 22nd November 2004 to which it relates, as further
amended or supplemented (the "Prospectus"), and each document deemed to be
incorporated by reference in the Prospectus, constitutes a public offering of
these securities only in those jurisdictions where they may be lawfully
offered for sale and therein only by persons permitted to sell such
securities.
Secondary Offering 11th May 2005
CP SHIPS [LOGO OMITTED]
US$200,000,000 4% Convertible Senior Notes due 2024
In accordance with the multijurisdictional disclosure system adopted by the
United States Securities and Exchange Commission (the "SEC") and the various
securities commissions or similar regulatory authorities in Canada, CP Ships
Limited (the "CP Ships" or the Company") previously filed a registration
statement (the "Registration Statement") with the Alberta Securities
Commission and the SEC, which included the Prospectus, in order to register in
the United States resales of CP Ships' 4% convertible senior notes due 2024
(the "notes") and the common shares issuable upon conversion thereof (the
"common shares" and together with the notes, the "securities").
Investing in the securities involves risks. Please carefully consider the
"Risk Factors" beginning on page 18 of the Prospectus.
The holders of the securities are entitled to the benefits of a registration
rights agreement, entered into on 24th February 2004 among the Company and the
several Initial Purchasers referred to therein (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, any holder of securities
wishing to sell securities pursuant to the Registration Statement must deliver
a Notice and Questionnaire to the Company (each such holder which has
delivered a Notice and Questionnaire is referred to as an "Electing Holder").
Upon receipt of a completed and signed Notice and Questionnaire, the Company
has agreed to file such documents as may be required to include the securities
covered thereby in the Registration Statement.
The Company is filing this Prospectus Supplement so as to include in the
Registration Statement the securities of Electing Holders that have signed,
completed and returned a Notice and Questionnaire to it after the date of the
Prospectus, as most recently supplemented and to update the list of documents
incorporated by reference in the Prospectus, as supplemented.
A list of the Electing Holders that have signed, completed and returned a
Notice and Questionnaire to the Company after the date of the Prospectus, as
most recently supplemented, together with the principal amount of notes that
may be offered by such holders under the Prospectus is attached as Schedule A
to this Prospectus Supplement.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed to be incorporated by reference into the
Prospectus. Information has been incorporated by reference in the Prospectus
from documents filed with securities commissions or similar regulatory
authorities in Canada and with the Securities and Exchange Commission (the
"SEC") in the United States. Copies of the documents incorporated herein by
reference may be obtained on request without charge from the Vice President --
General Counsel and Secretary of CP Ships at 2 City Place, Beehive Ring Road,
Gatwick Airport, West Sussex RH6 0PA, United Kingdom (telephone number +44
(0)1293 866200) or by accessing the disclosure documents available through the
Internet on the Canadian Securities Administrators' System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com, which is the
Canadian equivalent of the SEC's Electronic Data Gathering, Analysis and
Retrieval System (EDGAR). Disclosure documents filed with the SEC are
available through EDGAR at www.sec.gov.
In addition, the following document filed with the various securities
commissions or similar regulatory authorities in Canada and with the SEC is
incorporated by reference into this Prospectus Supplement and the Prospectus:
(a) CP Ships' audited consolidated financial statements as at and
for the twelve months ended 31st December 2004, as well as the
auditor's report thereon, dated 23rd March 2005.
(b) CP Ships' management's discussion and analysis of operating
results and financial position for the year ended 31st December
2004.
(c) CP Ships' Annual Information Form dated 31st March 2005.
(d) CP Ships' management proxy circular dated 30th March 2005 for
the annual and special meeting of shareholders held on 10th May
2005, with the exception of the information permitted to be
excluded by National Instrument 44101;
(e) CP Ships' unaudited interim consolidated financial statements
as at and for the three months ended 31st March 2005.
(f) CP Ships' management's discussion and analysis of operating
results and financial position for the period ended 31st March
2005.
Any material change reports (excluding confidential material change reports),
annual information forms, comparative consolidated audited annual financial
statements, comparative consolidated unaudited interim financial statements,
exhibits or annexes to interim unaudited financial statements which contain
updated earnings coverage ratios, management's discussion and analysis of
operating results and financial position and any information circulars filed
by the Company with the various securities commissions or similar regulatory
authorities in Canada and with the SEC after the date of the Prospectus, as
most recently supplemented, and prior to the termination of the offering of
any securities under the Prospectus will be deemed to be incorporated by
reference in the Prospectus.
Upon a new annual information form and the related comparative consolidated
audited annual financial statements being filed by the Company with, and where
required, accepted by the Alberta Securities Commission during the currency of
the Prospectus, the Company's previous annual information form, comparative
consolidated audited annual financial statements, comparative consolidated
unaudited interim financial statements, material change reports, management's
discussion and analysis of operating results and financial position, press
releases and information circulars shall, as applicable, be deemed no longer
to be incorporated by reference into the Prospectus for the purposes of future
offers and sales of securities thereunder.
Any statement contained in this Prospectus Supplement, the Prospectus or a
document incorporated or deemed to be incorporated by reference in this
Prospectus Supplement or the Prospectus will be deemed to be modified or
superseded, for the purposes of the Prospectus, to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein or therein modifies or
supersedes that statement. The modifying or superseding statement need not
state that it has modified or superseded a prior statement or include any
information set forth in the document that it modifies or supersedes. The
making of a modifying or superseding statement will not be deemed an admission
for any purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in
which it is made. Any
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statement so modified or superseded shall not be deemed in its unmodified or
superseded form to constitute part of the Prospectus.
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SCHEDULE A
The table below sets forth the name of each Electing Holder that has signed,
completed and returned a Notice and Questionnaire to the Company since the
date of the Prospectus, as most recently supplemented, and the principal
amount of notes beneficially owned by such Electing Holder that may be offered
under the Prospectus. The Company has prepared the table below based on the
information given to it by the Electing Holders named in the table on or after
the date of the Prospectus, as most recently supplemented.
Unless otherwise disclosed, no Electing Holder has indicated that it has held
any position or office or had any other material relationship with the Company
or its affiliates during the past three years. The Electing Holders listed in
the table may have sold or transferred, in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended, some or
all of their notes since the date as of which the information is presented in
the table. Because the Electing Holders may offer all or some of their notes
from time to time, the Company cannot estimate the amount of the notes that
will be held by the Electing Holders upon the termination of any particular
offering.
Principal amount
Electing Holder of notes held
BP Amoco plc Master Trust $808,000
SSI Blended Market Neutral L.P. $429,000
The Estate of James Campbell $1,000,000
The Consulting Group Capital Markets Fund $239,000
SSI Hedged Convertible Market Neutral L.P. $659,000
Hotel Union & Hotel Industry of Hawaii Pension Plan $214,000
Sphinx Convertible Arb Fund SPC $910,000
Viacom Inc Pension Plan Master Trust $22,000
Institutional Benchmarks Master Fund Ltd $1,156,000
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