While "Campania" awaited demolition, the Admiralty stepped in at the last minute and bought her with a view of converting her to an armed merchant cruiser that could carry seaplanes. The original idea was to use float-planes which would be lowered into and retrieved from the water by a crane. The conversion was carried out at the Cammell Laird shipyard in Birkenhead. Her interior was completely gutted, and room made inside to store up to 14 aircraft. She was also equipped with eight 4.7" (120-mm) guns.