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Canadian Pacific Energy Transportation Hotels Arrangement Circular 2001 SC
Canadian Pacific Energy Transportation Hotels Arrangement Circular 2001 SC Canadian Pacific Energy Transportation Hotels Arrangement Circular 2001 Soft Cover -
Copyright 2001
NOTICE THE DAMAGE to the lower edge of the spine.
Canadian Pacific, Energy Transportation Hotels, Arrangement Circular
Soft Cover
661 pages
August 3 2001
TABLE OF CONTENTS
LETTER TO SHAREHOLDERS ii
NOTICE TO UNITED STATES SHAREHOLDERS iii
CURRENCY EXCHANGE RATES iii
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS iv
GLOSSARY OF TERMS v
MANAGEMENT PROXY CIRCULAR 1
FORWARD-LOOKING INFORMATION 1
SUMMARY 3
PART I 16
THE ARRANGEMENT 16
Reasons for the Arrangement 16
Fairness Opinion of RBC DS 18
Recommendation of the CPL Board 19
Pre-Arrangement Transactions 19
Reorganization Transactions 19
Financing Transactions 20
Arrangement Agreement and Plan of Arrangement 20
Effects of the Arrangement 21
Pre-Arrangement Organizational Structure 21
Details of the Arrangement 21
Treatment of Fractional Interests 22
Post-Arrangement Organizational
Structure 23
Treatment of Certain CPL Securities 23
Treatment of CPL Employees and Employee Benefit Plans 25
Relationship of FHR and New Companies After the Arrangement 28
Stock Exchange Listings, Trading Prices and Dividends 28
Qualification for Trading of Arrangement Common Shares 30
Risk Factors 30
Post-Arrangement Transactions 31
Rulings and Approvals Necessary for the Arrangement 32
Other Conditions to the Arrangement 34
Distribution of Share Certificates 35
Expenses of the Arrangement 36
INCOME TAX CONSIDERATIONS 36
Tax Rulings Applications 36
Certain Canadian Federal Income Tax Considerations 36
Certain U.S. Federal Income Tax Considerations 46
Residents of Jurisdictions Outside Canada or the U.S 48
INFORMATION CONCERNING CANADIAN PACIFIC LIMITED 49
Energy 49
Transportation 50
Hotels 51
Documents Incorporated by Reference 51
PART II 53
THE COMPANIES AFTER THE ARRANGEMENT 53
General 53
Shareholder Rights Plan 53
Stock Option Plans 56
Information Concerning Canadian Pacific Railway Limited 58
Information Concerning CP Ships Limited 168
Information Concerning Fairmont Hotels & Resorts Inc. 276
Information Concerning Fording Inc. 390
Information Concerning PanCanadian Energy Corporation 513
PART III 656
INTEREST OF MANAGEMENT IN THE ARRANGEMENT 656
DISSENTING SHAREHOLDERS' RIGHTS 656
VOTING INFORMATION 658
AUDITORS, TRANSFER AGENT AND REGISTRAR 661
LEGAL MATTERS 661
DIRECTORS' APPROVAL 661
EXHIBIT A - Arrangement Resolution
EXHIBIT B - Stock Option Plans Resolution EXHIBIT C - Notice of Petition
EXHIBIT D - Interim Order
EXHIBIT E - Arrangement Agreement and Plan of Arrangement
EXHIBIT F - Fairness Opinion of
RBC Dominion Securities Inc.
EXHIBIT G - Consolidated Financial Statements and Pro Forma Consolidated Financial Statements of Canadian Pacific Limited
A Notice of Special Meeting of Shareholders, Notice of Petition and Management Proxy Circular with Respect to an Arrangement Involving Canadian Pacific Limited
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