SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2005
CP SHIPS LIMITED
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(Translation of Registrant's Name Into English)
2 City Place, Beehive Ring Road, Gatwick, West Sussex, RH6 0PA, United Kingdom
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(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________.)
This report furnished on Form 6-K shall be incorporated by reference into
each of the following Registration Statements under the Securities Act of 1933
of the registrant:
Form S-8 No. 333-13954
Page 1 of 6 Pages
Exhibits Index appears on Page 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CP SHIPS LIMITED
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(Registrant)
Date: 19 October 2005
By: /s/ JOHN M. BAKER
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Name: John M. Baker
Title: Secretary
Exhibits Index
The following is a list of Exhibits included as part of this Report on Form
6-K.
Description of Exhibit Page
- ---------------------- ----
10.1 Press Release of CP Ships Limited "UPDATE ON 4
SUCCESSFUL TUI OFFER FOR CP SHIPS"
Exhibit 10.1
[LOGO OMITTED] TUI [LOGO OMITTED] cp ships
Aktiengesellschaft
UPDATE ON SUCCESSFUL TUI OFFER FOR CP SHIPS
HANOVER, GERMANY & GATWICK, UK (October 19, 2005) - TUI AG and CP Ships
Limited jointly announced today that shareholders holding 84,095,325 CP Ships
common shares, representing 89.1% of the outstanding CP Ships common shares,
have accepted the Offer dated August 30, 2005 of Ship Acquisition Inc., an
indirect wholly-owned subsidiary of TUI, for 100% of the CP Ships shares.
TUI and CP Ships confirmed that all conditions of the Offer have been
satisfied or waived by TUI and that Ship Acquisition Inc. intends to take up
the shares deposited under the Offer on October 20, 2005 and pay U.S.$21.50
per share on October 25, 2005.
TUI intends to cause a meeting of CP Ships shareholders to be held to consider
an amalgamation, by which TUI would acquire 100% of the CP Ships shares. Upon
acquisition of the shares deposited under the Offer, TUI will hold a
sufficient number of shares to approve the amalgamation in accordance with
applicable law. It is expected that an announcement regarding the meeting will
be made shortly and the amalgamation will be completed by December 31, 2005.
Information on CP Ships
One of the world's leading container shipping companies, CP Ships provides
international container transportation services in four key regional markets:
TransAtlantic, Australasia, Latin America and Asia. Within these markets CP
Ships operates 38 services in 22 trade lanes. At 30th June 2005, CP Ships'
vessel fleet was 82 ships and its container fleet 441,000 TEU. Volume in 2004
was 2.3 million TEU.
CP Ships also owns Montreal Gateway Terminals, which operates one of the
largest marine container terminal facilities in Canada. CP Ships is listed on
the Toronto and New York stock exchanges under the symbol TEU and also in the
S&P/TSX 60 Index of top Canadian publicly listed companies. For further
information, visit the website at www.cpships.com.
Information on TUI
TUI is the European market leader in tourism and, through its wholly owned
subsidiary, Hapag-Lloyd, is a leading player in the global market for
container shipping.
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The tour operators of TUI trade in 17 European countries. In 2004, the Group
had around 18 million customers. TUI now includes about 3,290 travel agencies,
120 aircraft, 42 incoming agencies and 285 hotels with approximately 163,000
beds in 28 countries.
TUI provides its customers with holidays from a single source - from booking
in a travel agency, flights, accommodation in the Group's own hotels and
customer-care provided by the Group's own incoming agencies. This vertical
integration strategy covers the whole value chain in the source markets (sales
markets) and the destinations (holiday areas) and provides its customers with
high standards of quality from start to finish.
Through its wholly owned subsidiary Hapag-Lloyd, TUI operates one of the
world's leading container shipping companies and also operates a fleet of four
cruise liners.
The container shipping operation, with 57 container ships, specialises in
complex, wide-ranging logistics services. The container ships primarily supply
the main routes between Europe and Asia, Europe and North America and North
America and Asia. Hapag-Lloyd's container shipping operation transported 2.4
million TEU worldwide in the 2004 financial year.
The cruise ship division is the leading "premium and luxury cruise" tour
operator in German-speaking countries. The cruise liners including the
5-star-plus "MS Europa" are at home on all the world's oceans. For further
information, visit the websites at www.tui.com / www.hapag-lloyd.com.
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 TUI and 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 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 each of TUI and 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; general
global, political and economic and business conditions, including the length
and severity of any economic slowdown in the countries and regions where the
companies operate, including seasonality, particularly in the United States,
Canada, Latin America, Australasia, Asia and Europe; 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; difficulties in achieving cost savings;
currency exposures and exchange rate fluctuations, fuel price and interest
rate fluctuations; changes in access to capital markets and other sources of
financing; various events which could disrupt operations, including war, acts
of terrorism, severe weather conditions and external labour unrest, all of
which may be beyond TUI or CP Ship's insurance coverages; compliance with
security measures by governmental and industry trade practice groups, the
outcome of civil litigation related to CP Ship's restatement of financial
results and the impact of any resulting legal judgments, settlements and
expenses, and the companies' 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
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should be had to the other risks discussed in filings with securities
regulators. TUI and CP Ships undertake 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.
Investor Relations Contacts:
Bjorn Beroleit, TUI AG
t: +49 511 566 1310
bjoern.beroleit@tui.com
Jeremy Lee, CP Ships
t: +1 514 934 5254
jeremy.lee@cpships.com
Media Contacts:
Stefanie Rother, TUI AG
t: +49 511 566 1432
stefanie.rother@tui.com
Klaus Heims, Hapag-Lloyd AG
t: +49 40 3001 2263
klaus.heims@hlag.de
Ian Blair, Hill & Knowlton (TUI/Hapag-Lloyd)
t: +1 416 413 4694
ian.blair@hillandknowlton.ca
Elizabeth Canna, CP Ships
t: +44 (0)1293 861 921
elizabeth.canna@cpships.com
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