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August 17, 2001 No August 17, 2001 No. 2001-223 CANADIAN PACIFIC LIMITED “IF AS AND WHEN ISSUED” MARKETS TO COMMENCE ON TUESDAY, AUGUST 21, 2001 Proposed Arrangement Canadian Pacific Limited (“CPL”) has announced that it will ask its shareholders to approve a Plan of Arrangement (the “Arrangement”) at a shareholders meeting to be held on September 26, 2001. Similarly, PanCanadian Petroleum Limited (“PanCanadian”) has announced that it will ask its shareholders at a meeting to be held on September 26, 2001 to approve certain aspects of the Arrangement which, if so approved and implemented, would effectively result in each common share of PanCanadian being exchanged for one common share of a new company called PanCanadian Energy Corporation (“PanCanadian Energy”). If the Arrangement is approved by shareholders and by the court and is made effective on October 1, 2001 as is currently contemplated, holders of CPL common shares of record at the close of business on October 5, 2001 (the “Record Date”) will receive the following securities in exchange for every CPL common share held on the Record Date: •= 0.684 of a common share of PanCanadian Energy; •= 0.50 of a common share of Canadian Pacific Railway Limited (“CP Rail”); •= 0.25 of a common share of CP Ships Limited (“CP Ships”); •= 0.25 of a common share of Fairmont Hotels & Resorts Inc. (“Fairmont”); •= 0.166 of a common share of Fording Inc. (“Fording”); (collectively, the “Distribution Companies”); and •= a cheque for any fractional interest in shares of the Distribution Companies. If the Arrangement becomes effective as contemplated, shares of the Distribution Companies (and a cheque for any fractional interests) will be mailed on or about October 9, 2001 to holders of CPL common shares of record on the Record Date and, after the Record Date, share certificates formerly representing CPL common shares will not represent any interest in CPL or otherwise. PanCanadian has also announced that, subject to the fulfilment of certain conditions and prior to the completion of the Arrangement, it intends to pay a special dividend of $4.60 per share to all PanCanadian shareholders including CPL. CPL will use its share of the dividend proceeds entirely for certain inter-corporate purposes. As a result, if the aforementioned dividend is declared and paid by PanCanadian and if the Arrangement is subsequently made effective, the common shares of PanCanadian Energy that are to be distributed to the shareholders of CPL pursuant to the Arrangement will be “ex” this special dividend. CPL Circular It is expected that, on Tuesday, August 21, 2001, CPL will mail an Information Circular (the “CPL Circular”) that fully describes the proposed Arrangement. It is also anticipated that the complete text of the CPL Circular will be available on the public SEDAR website (“www.sedar.com”) commencing at approximately 7:00 p.m., Toronto time, on Monday, August 20, 2001. When Issued Markets At the opening of business on Tuesday, August 21, 2001, the common shares of the respective Distribution Companies will be posted for trading on the Toronto Stock Exchange on an “if, as and when issued” basis under the trading information set out below (collectively, the “When Issued Markets”), in order to provide markets for those parties who wish to trade such shares in anticipation of the Arrangement becoming effective. The When Issued Markets will be in addition to the regular markets currently posted on the Toronto Stock Exchange for CPL common shares (Symbol: CP; CUSIP: 135923 10 0) and PanCanadian common shares (Symbol: PCP; CUSIP: 698900 20 6). PanCanadian Energy – When Issued Stock Symbol: PCE CUSIP: 69831A 10 7 Designated Market Maker: R. Pesce National Bank Financial Inc. It should be noted that this When Issued Market represents the “ex-dividend” common shares of PanCanadian Energy that are to be distributed to CPL common shareholders if, as and when the Arrangement becomes effective. CP Rail – When Issued Stock Symbol: CPZ CUSIP: 13645T 10 0 Designated Market Maker: D. Bond Canaccord Capital Corporation CP Ships – When Issued Stock Symbol: TEU CUSIP: 22409V 10 2 Designated Market Maker: D. Bond Canaccord Capital Corporation Fairmont – When Issued Stock Symbol: FHR CUSIP: 305204 10 9 Designated Market Maker: D. Bond Canaccord Capital Corporation It should be noted that the Exchange will not post any When Issued Market for the Preferred Shares of either Fairmont or FHR Investments Inc. Fording – When Issued Stock Symbol: FDG CUSIP: 345426 10 0 Designated Market Maker: D. Bond Canaccord Capital Corporation Parties who hold CPL common shares (or who are entitled to receive CPL common shares under a legally binding unconditional contract) may sell, in the When Issued Markets, securities of the Distribution Companies up to the number of securities they would receive on the completion of the Arrangement without being subject to restrictions on short sales. In addition, parties who hold common shares of PanCanadian (or who are entitled to receive PanCanadian common shares under a legally binding unconditional contract) may sell, in the When Issued Market for PanCanadian Energy, common shares of PanCanadian Energy up to the number of PanCanadian shares held, without being subject to restrictions on the price at which a short sale may be made. However, if the PanCanadian shareholders do not approve the PanCanadian share exchange portion of the Arrangement, any such sales by PanCanadian shareholders in the When Issued Market for PanCanadian Energy will have to be settled with the delivery of common shares of PanCanadian Energy. Termination and Settlement of When Issued Trading Subject to the Arrangement becoming effective, all trades in the When Issued Markets from and including August 21, 2001 to and including October 2, 2001 will be for special settlement on October 9, 2001 and will appear on the Settlement Report from CDS. If the Arrangement becomes effective on October 1, 2001 as is currently contemplated, then: (i) at the close of business on October 2, 2001, trading in the When Issued Markets for all of the Distribution Companies, as well as trading in the common shares of both CPL and PanCanadian, will terminate; and (ii) at the opening on October 3, 2001, the common shares of the respective Distribution Companies will be listed and posted for trading on a regular settlement (i.e. T + 3) basis in substitution for the common shares of CPL, and the common shares of PanCanadian Energy will be listed and posted for trading on a regular settlement (i.e. T + 3) basis in substitution for the common shares of PanCanadian, with trading in all of the common shares of the respective Distribution Companies (including PanCanadian Energy) continuing under the same stock symbols and same CUSIP numbers that were used for the When Issued Markets as described above, with one exception: the stock symbol “CPZ” that will have been used for CP Rail will be changed to “CP”. If the Arrangement becomes effective but on terms that, in the opinion of the Exchange, are significantly different than those of the Plan of Arrangement contained in the CPL Circular, the Exchange reserves the right (i) to cancel any or all trades in any or all of the When Issued Markets, and/or (ii) to require Participating Organizations to settle any or all of the trades in any or all of the When Issued Markets on terms that, in the opinion of the Exchange, fairly reflect such difference or differences. If the Arrangement does not become effective, all trades made in all of the When Issued Markets will be cancelled. No securities will be delivered or deliverable and no money will be owed by purchasers to sellers. The Exchange will not be liable directly or indirectly for any loss attributable to the exercise of any of its above-described rights or to the cancellation, settlement or failed settlement of any trade or trades made in any of the When Issued Markets. Capital and Margin Requirements for When Issued Trading The Exchange has been advised that, the Investment Dealers Association of Canada will publish a Member Regulation Notice describing the capital and margin requirements for those Participating Organizations and their clients that trade in any of the When Issued Markets. LEONARD PETRILLO VICE PRESIDENT GENERAL COUNSEL & SECRETARY .
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