Completion of Ontario Securities Commission investigation
08 7월 2005 - 4:26AM
PR Newswire (US)
Completion of Ontario Securities Commission investigation GATWICK,
UK, July 7 /PRNewswire-FirstCall/ -- CP Ships Limited announced
today that the investigation by Staff of the Ontario Securities
Commission into matters related to the restatement of prior period
financial results announced by the Company in August 2004 and into
stock trading activities in May and June 2004 by certain officers
of the Company has now been completed. No formal proceedings are to
be initiated by Ontario Securities Commission Staff with respect to
these matters. OSC Staff have advised that, in their opinion,
public disclosure of the necessity for the restatement of prior
period financial statements should have been made when the
Company's management first determined in June 2004 that the
restatement was required, notwithstanding that the full magnitude
of the required restatement was not then known by the Company and
was still being investigated. CP Ships previously announced that
its Special Committee of independent directors had found that
trading in shares of the Company by certain officers during May and
June of 2004 should not have taken place. The Special Committee
concluded that there was no intent to violate applicable securities
laws, and noted that the trading was done openly and with required
internal trading approvals. The Special Committee also believes
that none of the individuals involved traded with knowledge of
undisclosed material information relating to the specific
accounting issues that gave rise to the restatement of prior period
financial statements, but that such individuals did have knowledge
at the time of the trading of internal forecasts showing that CP
Ships' financial results for the second quarter of 2004 were
expected to be materially below market expectations. The Company
has been advised that OSC Staff have also concluded that the
trading in question by insiders of CP Ships should not have taken
place. At the request of the Special Committee, earlier this year
the individuals involved made appropriate restitution to the
Company in respect of the trading activity. The Company has agreed
to pay all monies received to the MFDA Investor Protection
Corporation, the protection plan established by the not-for-profit
Mutual Fund Dealers Association of Canada to cover losses suffered
by mutual fund investors in certain circumstances. OSC Staff have
cautioned CP Ships with respect to these matters but advised that,
in light of the co-operation received from the Company and its
officers, no formal proceedings will be commenced against CP Ships
or any of its officers. ABOUT 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 39 services in 22 trade lanes, most of
which are served by two or more of its seven brands: ANZDL, Canada
Maritime, Cast, Contship Containerlines, Italia Line, Lykes Lines
and TMM Lines. On 28th April 2005, CP Ships announced it will
re-brand its services under the CP Ships name and retire these
brands by the end of 2005. At 31st March 2005, CP Ships' vessel
fleet was 81 ships and its container fleet 454,000 teu. Volume in
2004 was 2.3 million teu, more than 80% of which was North American
exports or imports. 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 CP Ships website,
http://www.cpships.com/. FORWARD-LOOKING STATEMENTS: This press
release contains certain forward- looking information and
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 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 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. Readers should be
aware that 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 reasonable basis for
making the forecasts or projections included in this press release,
readers are cautioned not to place undue reliance on such
forward-looking information. By its nature, the forward-looking
information of CP Ships involves numerous assumptions, inherent
risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, forecast 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 CP Ships operates, 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; industry
over-capacity; changes in demand for container shipping;
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 CP Ships' insurance coverage; compliance with security
measures by governmental and industry trade practice groups; the
outcome of civil litigation related to CP Ships' restatement of
financial results and the impact of any resulting legal judgments,
settlements and expenses; and CP Ships' 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 made to the other risks
discussed in CP Ships' filings with Canadian securities regulatory
authorities and the US Securities and Exchange Commission. 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: Elizabeth Canna, VP Group
Communications, Telephone: +44 (0) 1293 861 921 or +41(0) 79 691
3764
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