Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rule 14d-9(a)
of the Securities Exchange Act of 1934
Filing by: P&O Princess Cruises plc
Subject Company: P&O Princess Cruises plc
SEC File No. of Princess: 001-15136
P&O PRINCESS CRUISES PLC PRESS RELEASE
Press Release
January 8, 2003
On January 8, 2003, P&O Princess Cruises plc issued the following press release:
For Immediate Release
P&O Princess Cruises plc
8 January 2003
P&O PRINCESS RECOMMENDS THE DLC COMBINATION WITH
CARNIVAL TO CREATE THE WORLD'S LARGEST CRUISE VACATION
GROUP
Summary
.. The Board of P&O Princess today announces that it has recommended the
Carnival DLC transaction
.. The Board considers the DLC transaction with Carnival to be a highly
attractive opportunity for P&O Princess shareholders:
. DLC structure allows all P&O Princess shareholders to retain their
exposure to the global cruise industry;
. creates the world's largest cruise vacation group;
. combines complementary well-known brands operating globally;
. potential to generate significant synergies; and
. strong balance sheet and cash generation
.. Features of the Combined Group:
. leading brands in North America, South America, the UK, continental Europe
and Australasia;
. high quality young fleet;
. 65 cruise ships offering approximately 100,000 lower berths;
. 18 additional cruise ships on order with approximately 42,000 lower berths
scheduled to be delivered over the next three and a half years;
. pro forma financials
- revenues of approximately $7.0 billion /(1)/
- operating income of approximately $1.2 billion /(1)/
- total assets of over $20.0 billion /(2)/; and
. P&O Princess and Carnival together carried approximately 4.7 million
passengers in the year ended 30 November 2002
Notes:
(1) Pro forma US GAAP for the year ended 30 November 2001.
(2) Pro forma US GAAP as at 31 August 2002.
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.. Composition of the board of the Combined Group announced today (see paragraph
9.5 below)
.. Previously announced process to completion is confirmed
. shareholder meetings expected to be held in late March / early April 2003
with completion expected shortly thereafter
Lord Sterling of Plaistow, Chairman of P&O Princess, said:
"We have today signed an agreement with Carnival to implement the DLC
transaction. We are recommending that shareholders approve the DLC transaction
with Carnival at an EGM expected to be convened towards the end of March.
"We have created significant value for our shareholders with the demerger two
years ago from P&O and our operating performance as an independent company. All
credit to the management and the staff both at sea and on shore. We believe that
the combination with Carnival is a highly attractive opportunity to enhance
shareholder value further.
On a personal note, I have known Micky Arison for many years and we share
similar values and pride in our respective companies. I have every confidence
that the future bodes well for all involved."
Peter Ratcliffe, Chief Executive Officer of P&O Princess, said:
"We believe that the combination with Carnival, which will create one of the
world's leading cruise vacation groups, is an exciting opportunity for our
shareholders and employees. It will also provide passengers and travel agents
throughout the world with a wide range of brands and products to experience and
sell and should further increase the cruise industry's share of the wider
vacation market.
"The Combined Group, with its industry leading brands, global reach, potential
for synergies and strong balance sheet, has the potential to accelerate the
creation of value for our shareholders. In addition, the DLC structure allows
all our shareholders to retain their shares and thus participate in this
exciting future.
"We look forward to joining with Carnival and working with them to create the
world's leading cruise vacation group and help make the combination the
outstanding success we all believe it will be."
This summary should be read in conjunction with the full text of this
announcement.
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ENQUIRIES
P&O Princess Cruises plc +44 (0) 20 7805 1200
Caroline Keppel-Palmer +44 (0) 7730 732015
Schroder Salomon Smith Barney +44 (0) 20 7986 4000
Robert Swannell
Wendell Brooks
Peter Tague
Ian Hart
David James (Corporate Broking)
Credit Suisse First Boston (Europe) Ltd +44 (0) 20 7888 8888
Tom Reid (Corporate Broking)
Brunswick (London) +44(0) 20 7404 5959
Sophie Fitton
Sarah Tovey
Brunswick (New York)
Steve Lipin +1 212 706 7867
An interview with Peter Ratcliffe, Chief Executive Officer, is available in
video, audio and text on www.cantos.com or www.poprincesscruises.com
P&O Princess
P&O Princess Cruises plc is a leading international cruise company with some of
the strongest cruising brand names: Princess Cruises in North America; P&O
Cruises, Swan Hellenic and Ocean Village in the UK; AIDA and A'ROSA in Germany;
and P&O Cruises in Australia. It is a leading provider of cruises to Alaska, the
Caribbean, Europe, the Panama Canal and other exotic destinations. The current
complement of 20 ships and two river boats offering 33,100 berths is set to grow
in the next two years with five new ocean cruise ships and two river boats on
order.
P&O Princess Cruises has approximately 20,000 employees worldwide and carried
over one million passengers in 2001, generating a revenue of approximately $2.5
billion (approximately (pound)1.7 billion). Headquartered in London, P&O
Princess Cruises' ordinary shares are quoted on the London Stock Exchange and as
ADSs on the New York Stock Exchange (under the symbol "POC").
The directors of P&O Princess accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of P&O Princess (who have taken all reasonable care to ensure that
such is the case), the information contained herein for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Salomon Brothers International Limited, trading as Schroder Salomon Smith Barney
("Schroder Salomon Smith Barney") and Credit Suisse First Boston (Europe)
Limited are acting for P&O Princess and no one else in connection with the
matters referred to herein and will not be responsible to any other person for
providing the protections afforded to clients of Schroder Salomon Smith Barney
or Credit Suisse First Boston (Europe) Limited or for providing advice in
relation to the matters referred to herein.
3
Certain statements contained in this announcement are "forward-looking
statements" that involve risks, uncertainties and assumptions with respect to
P&O Princess and Carnival and their respective subsidiaries, including certain
statements concerning the transactions described herein, profit forecasts,
working capital, future results, strategies, plans and goals and other events
which have not yet occurred. These statements are intended to qualify for the
safe harbours from liability provided by Section 27A of the US Securities Act of
1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as
amended, which are part of the US Private Securities Litigation Reform Act of
1995. You can find many (but not all) of these statements by looking for words
like "will", "may", "believes", "expects", "anticipates", "plans" and
"estimates" and for similar expressions. Because forward-looking statements
involve risks and uncertainties, there are many factors that could cause the
transactions described herein not to occur and/or each of P&O Princess' and
Carnival's actual results, performance or achievements to differ materially from
those expressed or implied in this announcement. These include, but are not
limited to, regulatory and shareholder approvals, achievement of planned
synergies, economic and business conditions in general and, conditions in the
cruise, travel and vacation industries in particular, including changes in
industry cruise ship capacity and competition from other cruise ship operators
and other vacation alternatives, safety and security concerns, incidents at sea,
weather conditions, the political climate, fluctuations in interest rates,
fluctuations in the price of oil, changes in the tax and regulatory regimes
under which each company operates, capital expenditures, and factors impacting
each of P&O Princess' and Carnival's international operations. In addition, the
paragraph entitled "Risk Factors" in P&O Princess' Annual Report on Form 20-F
and Carnival's Annual Report on Form 10-K filed with the US Securities and
Exchange Commission contain important cautionary statements and a discussion of
many of the factors that could materially affect the accuracy of each company's
forward-looking statements and/or adversely affect their respective businesses,
results of operations and financial position, which statements and factors are
incorporated herein by reference.
Subject to any continuing obligations under applicable law or any relevant
listing rules, P&O Princess expressly disclaims any intention or obligation to
disseminate, after the date of this announcement, any updates or revisions to
any such forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements are based.
"Schroder" is a trademark of Schroder Holdings PLC and is used under licence by
Salomon Brothers International Limited.
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For Immediate Release
P&O Princess Cruises plc
8 January 2003
P&O PRINCESS RECOMMENDS THE DLC COMBINATION WITH
CARNIVAL TO CREATE THE WORLD'S LARGEST CRUISE VACATION
GROUP
1. Introduction
The board of P&O Princess Cruises plc today announces that it has agreed and
recommended Carnival's proposal to combine with P&O Princess in a dual listed
company structure. Accordingly, P&O Princess and Carnival have entered into an
implementation agreement to effect the DLC transaction. Together, P&O Princess
and Carnival will be the largest cruise vacation group in the world based on
revenue, passengers carried and available capacity.
2. Background
On 24 October 2002, Carnival announced a pre-conditional proposal to combine
with P&O Princess through a DLC structure on the basis of one P&O Princess share
having economic and voting rights equivalent to 0.3004 Carnival shares, together
with a partial share offer for up to 20 per cent., in aggregate, of P&O Princess
shares on the same economic basis. The pre-conditions to the proposal included:
(i) a requirement that the joint venture previously agreed with Royal Caribbean
Cruises be terminated; (ii) that the P&O Princess board recommend the proposal
by 10 January 2003; and (iii) that P&O Princess enter into the Implementation
Agreement by the same date.
As previously announced, the joint venture agreement with Royal Caribbean
Cruises was terminated on 1 January 2003. The recommendation of the DLC
transaction by the Board and the signing of the Implementation Agreement
satisfies all the remaining pre-conditions to Carnival's DLC proposal. As all
the pre-conditions to the DLC proposal have been satisfied, Carnival, in
agreement with the Panel, will not be proceeding with its share exchange offer
of 7 February 2002. Accordingly, Carnival is now committed under the Takeover
Code to proceed with the DLC transaction.
The Board believes that the DLC transaction is a highly attractive opportunity
for all P&O Princess shareholders. The DLC structure will allow P&O Princess
shareholders to retain their shares with their exposure to the cruise industry
and its significant growth potential in North America, Europe and the rest of
the world. Combining P&O Princess and Carnival will create the world's largest
cruise vacation group, with a wide range of complementary and well known cruise
brands. Furthermore, the Board believes that the combination has the potential
to generate significant cost savings. In addition, the Combined Group will have
substantial financial flexibility, with strong operating cash flow, low leverage
and a strong balance sheet. This financial profile means that, as well as having
the upside potential from the combination, P&O Princess shareholders also
benefit from improved downside protection.
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3. The P&O Princess Board recommendation
The Board, which has been so advised by Schroder Salomon Smith Barney, considers
the terms of the proposed DLC transaction to be fair and reasonable. In
providing advice to the Board, Schroder Salomon Smith Barney has taken account
of the Board's commercial assessments of the DLC transaction.
The Board considers that the DLC transaction is in the best interests of the P&O
Princess shareholders as a whole and, subject to the paragraph below,
unanimously recommends P&O Princess shareholders to vote in favour of the
resolution to be proposed to implement the DLC transaction at the P&O Princess
EGM as they intend to do in respect of their beneficial holdings.
Horst Rahe, a non-executive director of P&O Princess, has excused himself from
Board decisions relating to this transaction because he has a potential conflict
of interest arising from his interest in the Aida Cruises sale and purchase
agreement.
4. The DLC transaction
The DLC transaction is a means of enabling P&O Princess and Carnival to combine
their management and operations as if they were a single economic enterprise,
while retaining their separate legal identities. This will be accomplished
through contractual arrangements and amendments to each company's constitutional
documents. In addition, the constitutional documents of the two companies will
be harmonised, to the extent practicable and permitted by law, to ensure their
corporate procedures are substantially similar. As part of the DLC transaction,
P&O Princess intends to change its name to Carnival (UK) plc at the P&O Princess
EGM.
The existing primary listings of P&O Princess on the London Stock Exchange and
Carnival on the NYSE will be maintained and the existing full index
participations of P&O Princess in the FTSE 100 and Carnival in the S&P 500 are
expected to be retained. The Combined Group will continue to provide an investor
relations programme in both the UK and the US.
The DLC structure will allow P&O Princess shareholders who are required, or
wish, to hold shares in a UK-listed company included in the FTSE indices to
continue to do so and, as a result, to continue to participate as a shareholder
in the global cruise industry through P&O Princess.
The equalisation ratio in the DLC transaction will initially be 0.3004 Carnival
shares for each P&O Princess share. On implementation of the DLC transaction, it
is intended that the P&O Princess shares will be reorganised such that one P&O
Princess share will be equivalent to one Carnival share. The ratio of P&O
Princess shares to P&O Princess ADSs will also be adjusted so that one P&O
Princess ADS will be equivalent to one P&O Princess share and also to one
Carnival share. Existing P&O Princess shareholders will hold approximately 26
per cent. of the equity of the Combined Group, and existing Carnival
shareholders will hold approximately 74 per cent The Conditions of the DLC
transaction are set out in Part A of Appendix I.
5. The Partial Share Offer
In connection with the DLC transaction, Carnival is making the Partial Share
Offer. The Partial Share Offer enables P&O Princess shareholders to elect to
exchange P&O Princess shares for Carnival shares on the basis of 0.3004 Carnival
shares for each P&O Princess share and 1.2016
6
Carnival shares for each P&O Princess ADS. P&O Princess shareholders can elect
to accept the Partial Share Offer in respect of all or a portion of their P&O
Princess shareholdings.
P&O Princess shareholders who elect to accept the Partial Share Offer in respect
of more than 20 per cent. of their holdings of P&O Princess shares will have
their elections satisfied in full provided the total elections for the Partial
Share Offer do not exceed, in aggregate, 20 per cent. of P&O Princess' issued
share capital. If the aggregate amount of elections under the Partial Share
Offer exceeds 20 per cent. of the issued share capital of P&O Princess when the
Partial Share Offer is made, P&O Princess shareholders will receive new Carnival
shares as follows:
.. P&O Princess shareholders who elect to accept the Partial Share Offer in
respect of 20 per cent. or less of their holdings of P&O Princess shares
will have their elections satisfied in full; and
.. P&O Princess shareholders who elect to accept the Partial Share Offer in
respect of more than 20 per cent. of their holdings of P&O Princess shares
will have their election in respect of 20 per cent. of their holdings
satisfied in full and their election in respect of the excess over 20 per
cent. scaled back pro rata based on the total number of P&O Princess shares
tendered into the Partial Share Offer.
If the Partial Share Offer is taken up in full, approximately 21 per cent. of
the equity of the Combined Group will be held by P&O Princess shareholders who
have retained their P&O Princess shares and approximately 79 per cent. will be
held by Carnival shareholders (including approximately five per cent. held by
those P&O Princess shareholders who have elected for the Partial Share Offer).
The equalisation ratio will not be affected by the level of the take-up of the
Partial Share Offer.
The Board is not making any recommendation as to whether P&O Princess
shareholders should accept or refrain from accepting the Partial Share Offer
because once the DLC structure has been implemented both P&O Princess shares and
Carnival shares will represent an investment with respect to the Combined Group
and the decision by each P&O Princess shareholder about which type of shares to
hold will depend upon the individual shareholder's particular preferences and
circumstances.
The Partial Share Offer will initially be open for acceptance until 5:00 p.m.,
London time (12:00 noon, New York City time), on the date of the P&O Princess
EGM (which is expected to commence at 11:00 a.m., London time). The Partial
Share Offer is subject to the conditions set out in Part B of Appendix I which
include the implementation of the DLC structure. The DLC structure is expected
to be implemented shortly after the P&O Princess EGM. The Partial Share Offer
will not close if the DLC structure is not implemented.
If the result of the shareholder vote at the P&O Princess EGM has not been
announced by 5.00 p.m., London time (12.00 noon, New York City time), on the
date of the P&O Princess EGM or if any other condition to the Partial Share
Offer has not been satisfied or waived by such date and time, Carnival will,
with the permission of the Panel, extend the acceptance deadline for the Partial
Share Offer and will announce the new deadline. Carnival does not envisage it
will be necessary to extend the Partial Share Offer, but in the event that an
extension is made, it is likely to be for a period of less than 14 days.
P&O Princess shares acquired under the Partial Share Offer will be acquired free
from all liens, charges and encumbrances and with all rights attached thereto.
P&O Princess shareholders will
7
be entitled to retain all dividends paid or payable on such P&O Princess shares
in respect of the period from the date of this announcement until the date the
Partial Share Offer becomes wholly unconditional.
The Carnival shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing Carnival shares. Fractions of Carnival
shares will not be issued. Application will be made for the Carnival shares to
be issued under the Partial Share Offer to be admitted to listing on the NYSE.
Carnival shares will not be listed on the London Stock Exchange.
A P&O Princess shareholder will be able to elect for the Partial Share Offer
whether or not such shareholder has voted in favour of the resolution to
implement the DLC transaction.
The Partial Share Offer will be registered under, and will be subject to, the
applicable US securities laws and regulations. P&O Princess and Carnival have
been advised that these include a rule issued by the SEC that will prohibit any
shareholder from tendering into the Partial Share Offer a number of P&O Princess
shares greater than such shareholder's "net long position" in such shares both
at the time of tender and at the completion of the Partial Share Offer. A
shareholder's net long position is the excess, if any, of his or her long
position in P&O Princess shares over his or her short position in P&O Princess
shares, in each case as defined in the rule. While these definitions and the
application of this rule can be complex, any P&O Princess shares borrowed under
the normal arrangements for stock borrowing in the UK market will normally be
included in both the borrower's long position and short position, and thus will
not increase the borrower's net long position. Accordingly, such borrowings will
not increase the number of P&O Princess shares that the borrower can tender into
the Partial Share Offer. In this way, the rule will restrict the ability of P&O
Princess shareholders to tender borrowed shares in the Partial Share Offer. In
the case of an offer such as the Partial Share Offer, the SEC takes the position
that the rule applies to both tenders and borrowings made outside the United
States.
6. Information on the Combined Group
The Combined Group will be the largest cruise vacation group in the world, based
on revenues, passengers carried and available capacity. It will have a wide
portfolio of complementary brands, both by geography and product offering, and
will include some of the best known cruise brands globally. The combination will
allow the Combined Group to offer a wider range of vacation choices for its
passengers and is expected to enhance its ability to attract passengers from
land-based vacations to cruise vacations.
The Combined Group's brands will include Carnival Cruise Lines, Princess
Cruises, Holland America Line, P&O Cruises, Costa Cruises, Cunard Line, Seabourn
Cruise Line, Windstar Cruises, AIDA, A'ROSA, Swan Hellenic, Ocean Village and
P&O Cruises (Australia). The Combined Group will serve all of the key cruising
destinations, including Alaska, Australia, Bahamas, Bermuda, Canada, the
Caribbean, Europe, the Hawaiian Islands, the Mexican Riviera, the Mediterranean,
New England, the Panama Canal, South America and other exotic destinations
worldwide.
The Combined Group expects to operate a fleet of 65 cruise ships offering 99,964
lower berths, with 18 additional cruise ships with 42,260 lower berths scheduled
to be added over the next three and a half years, and will be a leading provider
of cruises to all major cruise destinations outside the Far East. The Combined
Group will have one of the youngest fleets among the major cruise vacation
operators, with an average expected age of just 7.5 years as of 31 January 2003.
The Combined Group will also operate two private destination ports of call in
the Caribbean for
8
the exclusive use of its passengers, two river boats and will offer land-based
tour packages as part of its vacation product alternatives. For the year ended
30 November 2001 on a pro forma US GAAP basis, the Combined Group would have
reported revenues of approximately $7.0 billion and operating income of
approximately $1.2 billion. As at 31 August 2002 on a pro forma US GAAP basis,
the Combined Group would have had total assets of over $20 billion. P&O Princess
and Carnival together carried approximately 4.7 million passengers in the year
ended 30 November 2002.
7. Benefits of the proposed combination of P&O Princess and Carnival
P&O Princess and Carnival believe that the principal benefits of the creation of
the Combined Group are as follows:
. Complementary well-known brands operating globally
The Combined Group will be the largest cruise vacation group in the world,
based on revenue, passengers carried and available capacity. It will have a
wide portfolio of complementary brands, both by geography and product
offering, and will include some of the best known cruise brands globally.
The combination will allow the Combined Group to offer a wider range of
vacation choices for its passengers and is expected to enhance its ability
to attract more passengers from land-based vacations.
. Benefits of sharing best practices and generating cost savings
The Combined Group will be managed as if the two companies constituted a
single economic enterprise by a single senior executive management team and
identical boards of directors. P&O Princess and Carnival expect that the
combination will generate cost savings, which are expected to come from the
sharing of best practices of the management teams across the Combined
Group, achieving operating efficiencies in such areas as purchasing and
rationalising support operations in locations served by both companies.
Further details regarding the expected cost savings will be set out in the
documentation to be sent to shareholders in due course.
. Financial flexibility and access to capital markets
The Combined Group will have substantial financial flexibility, with strong
operating cash flow, low leverage and a strong balance sheet and the
Combined Group is expected to maintain a strong investment grade credit
rating.
The Combined Group is also expected to have greater access to capital
markets. P&O Princess' shares will remain listed on the London Stock
Exchange and are expected to remain eligible for inclusion in the FTSE
series of indices and are expected to continue to be included with full
weighting in the FTSE 100. Carnival's shares will remain listed on the NYSE
and are expected to continue to be included in the S&P 500.
. High quality combined fleet to enhance growth within the cruise industry
Upon completion of the DLC transaction, the Combined Group expects to
operate a fleet of 65 cruise ships with an aggregate capacity of 99,964
lower berths. P&O Princess and
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Carnival together have an additional 18 new cruise ships on order, with an
aggregate capacity of 42,260 lower berths, scheduled for delivery in the
next three and a half years. P&O Princess and Carnival also expect that the
Combined Group will have one of the youngest and most modern fleets in the
cruise industry, with an average vessel age (weighted by lower berths) of
just 7.5 years expected as at 31 January 2003.
The Combined Group expects to deploy its diversified fleet strategically in
order to increase its global reach and enter new and developing markets.
This strategic deployment is expected to allow the Combined Group to appeal
to the largest target audience by providing brands, products and
itineraries with the widest appeal in a particular geographic region.
. Continued participation in the global cruise industry for P&O Princess
shareholders as a result of the DLC structure
As described above, following the implementation of the DLC structure, P&O
Princess is expected to remain included in the FTSE 100. This will allow
P&O Princess shareholders who are required or wish to hold shares in a
UK-listed company included in the FTSE indices to continue to do so and, as
a result, to continue to participate as a shareholder in the global cruise
industry through P&O Princess. A share acquisition or exchange offer or
other more common means of combining the businesses of P&O Princess and
Carnival in which all P&O Princess shareholders would receive Carnival
shares, which are not eligible for inclusion in the FTSE series of indices,
and/or a partial cash alternative would not have afforded all P&O Princess
shareholders this opportunity. Additionally, the Partial Share Offer for up
to 20 per cent. of P&O Princess' share capital allows those P&O Princess
shareholders who would prefer to participate in the Combined Group by
holding shares in a US listed company the opportunity to do so.
8. Dividends
Following completion of the DLC transaction, P&O Princess shareholders will
continue to receive dividends declared by P&O Princess and Carnival shareholders
will continue to receive dividends declared by Carnival. Dividends in respect of
both P&O Princess shares and Carnival shares declared after completion of the
DLC transaction will be paid at about the same time and in equalised amounts in
accordance with the equalisation ratio disregarding any amounts required to be
deducted or withheld in respect of taxes and the amount of any applicable tax
credits.
Carnival will continue to pay dividends in US dollars. P&O Princess shareholders
will continue to have the option to elect to receive dividends in US dollars or
pounds sterling in accordance with P&O Princess' existing procedures.
In order to align the timing of the dividends of the two companies and to ensure
that there is no interruption to the entitlement of quarterly dividends for
shareholders of either company as a result of the DLC transaction, the Board has
today declared a dividend of 3.0 cents per P&O Princess share in respect of the
fourth quarter of the 2002 financial year. This dividend will be paid on 14
March 2003 to P&O Princess shareholders on the P&O Princess share register on 21
February 2003. Carnival expects to pay its regular quarterly dividend at about
the same time. Unless they have elected otherwise, P&O Princess ordinary
shareholders will receive their dividend in sterling, converted at an exchange
rate on 4 March 2003. Elections to receive dividends in US dollars, or to
participate in the dividend re-investment plan, must be made by 28 February
2003. Holders of ADSs will receive their dividend of $0.12 per ADS in US
dollars.
10
In recent quarters, Carnival has paid quarterly dividends of 10.5 cents per
Carnival share which, based on the equalisation ratio, equates to approximately
3.15 cents per P&O Princess share. In recent quarters, P&O Princess has paid
quarterly dividends of 3.0 cents per P&O Princess share. Following completion of
the DLC transaction, it is intended that the value of dividends received by P&O
Princess shareholders will be consistent with Carnival's regular quarterly
dividend. Accordingly, had the Combined Group been in place for the last four
quarters, the dividends received by P&O Princess shareholders would have been
approximately five per cent. higher.
It is intended that the first dividend to be paid by the Combined Group will be
declared in April 2003, with a record date in May 2003, and a payment date in
June 2003.
9. Key features of the DLC transaction
P&O Princess and Carnival have entered into the Implementation Agreement which
contains provisions governing the implementation of the DLC transaction. In
addition, P&O Princess and Carnival have also finalised the agreed forms of the
other DLC documents which provide for the operation of the DLC structure
following completion of the DLC transaction. Although certain technical changes
have been made, the DLC documents are materially the same as those disclosed on
24 October 2002.
Copies of the agreed form of the DLC documents will be available as soon as
practicable following this announcement on the P&O Princess website at
www.poprincesscruises.com and on the website maintained by the SEC at
www.sec.gov. In addition, copies may be inspected from the date of this
announcement during usual business hours on any weekday at the offices of
Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS.
The key features of the DLC transaction are summarised below.
9.1 Separate entities and listings
The companies will continue to be separate legal entities with their own board
of directors and senior management, however, P&O Princess and Carnival will be
managed and operated as if they were a single economic enterprise. The
companies' economic interests will be aligned and they will pursue common
objectives. The boards of P&O Princess and Carnival will be identical and the
Combined Group will be managed by a single senior executive management team.
Although they will be operated as if they were a single economic enterprise, P&O
Princess and Carnival will remain separate corporations and will maintain
separate stock exchange listings. P&O Princess will continue to have a primary
listing on the London Stock Exchange and is expected to remain eligible for full
participation in the FTSE series of indices, including the FTSE 100. In
addition, P&O Princess ADSs will continue to be listed on the NYSE for the
foreseeable future. Carnival will continue to have a primary listing on the NYSE
and is expected to retain its existing index participations, including its
participation in the S&P 500.
9.2 No transfer of assets
The implementation of the DLC transaction will not involve any transfer of
assets between the P&O Princess group and the Carnival group. After
implementation of the DLC transaction, management of the Combined Group will
determine whether assets will be owned by P&O Princess or Carnival as is most
efficient and appropriate under the then prevailing circumstances.
11
The Combined Group will comprise all of the assets held by P&O Princess and
Carnival immediately prior to the implementation of the DLC transaction.
9.3 Rights of P&O Princess shareholders and Carnival shareholders
P&O Princess shareholders will continue to hold their shares in P&O Princess
and/or become shareholders in Carnival if they accept the Partial Share Offer.
Carnival shareholders will continue to hold their shares in Carnival. P&O
Princess shareholders will continue to receive dividends from P&O Princess and
Carnival shareholders will continue to receive dividends from Carnival. However,
the economic and voting interests of P&O Princess shareholders and Carnival
shareholders will effectively be identical as they will participate in the
Combined Group as a whole as a result of the arrangements described in this
announcement.
9.4 Common economic interests
Agreements between P&O Princess and Carnival will align the economic interests
of the two companies to ensure that they will be operated as if they were a
single economic enterprise under the DLC structure. P&O Princess shareholders
and Carnival shareholders will have equalised rights to income and capital
distributions from the Combined Group. The economic interests represented by an
individual share in one company relative to the economic interests of an
individual share in the other company will be determined by reference to the
equalisation ratio.
The equalisation ratio will initially be 0.3004 Carnival shares for each P&O
Princess share. However, on implementation of the DLC transaction, it is
intended that there will be a reorganisation of P&O Princess shares such that
the equalisation ratio will become one Carnival share for each P&O Princess
share and for each P&O Princess ADS. This reorganisation is intended to ease the
comparison between P&O Princess and Carnival shares following completion and
does not affect the economic terms of the DLC transaction. Accordingly, one P&O
Princess share will have rights to income and capital equivalent to that of one
Carnival share.
If one company has insufficient profits or is otherwise unable to pay a
dividend, P&O Princess and Carnival will, as far as practicable, enter into such
balancing transactions as are necessary to enable both companies to pay
dividends in accordance with the equalisation ratio. This may take the form of a
payment from one company to the other or a dividend payment on an equalisation
share.
Dividends will be equalised according to the equalisation ratio (and any
balancing transactions between the companies will be determined and made) before
deduction of any amounts in respect of the tax required to be deducted or
withheld and excluding the amounts of any tax credits or other tax benefits.
9.5 Unified board and management
P&O Princess and Carnival will be managed and operated as if they were a single
economic enterprise. Although each of P&O Princess and Carnival will continue to
exist as a separate company with its own board of directors and senior
management, the boards and senior executive management of each company will be
identical. In addition to their normal fiduciary duties to the company and
obligation to have regard to the interests of its shareholders, the directors of
each company will be entitled to have regard to the interests of the other
company and its shareholders.
12
Micky Arison, the Chairman and Chief Executive Officer of Carnival, will be
Chairman and Chief Executive Officer of both P&O Princess and Carnival and
Howard S. Frank, the Vice-Chairman and Chief Operating Officer of Carnival, will
be Vice-Chairman and Chief Operating Officer of both P&O Princess and Carnival.
Peter Ratcliffe, P&O Princess' Chief Executive Officer, will be an executive
director of both P&O Princess and Carnival. In addition, Gerald R. Cahill will
be the Chief Financial Officer of both P&O Princess and Carnival. The
headquarters of the Combined Group will be in Miami with a corporate office in
London.
Following completion of the DLC transaction, the directors of P&O Princess and
Carnival and their respective functions will be:
Name Function
---- --------
Micky Arison (1) Chairman and Chief Executive Officer
Howard S. Frank (1) Vice-Chairman and Chief Operating Officer
Robert Dickinson (1) Executive Director
Pier Luigi Foschi (3) Executive Director
A. Kirk Lanterman (1) Executive Director
Peter Ratcliffe (2) Executive Director
Ambassador Richard G. Capen, Jr. (1) Non-Executive Director
Arnold W. Donald (1) Non-Executive Director
Baroness Hogg (2) Non-Executive Director
Modesto A. Maidique (1) Non-Executive Director
Sir John Parker (2) Non-Executive Director
Stuart Subotnick (1) Non-Executive Director
Uzi Zucker (1) Non-Executive Director
Notes
(1) Existing Carnival director
(2) Existing P&O Princess director
(3) New director
On completion of the DLC transaction, Stuart Subotnick will be designated as the
Senior Non-Executive Director. This is a newly created position which the
non-executive directors as a body will select, on an annual basis, from one of
their number.
As previously announced, Lord Sterling will retire as Chairman of P&O Princess
and stand down from the Board on completion of the DLC transaction. The
remaining current directors of P&O Princess - Peter Foy, Horst Rahe and Nick
Luff - will also stand down from the Board upon completion of the DLC
transaction.
The remaining current directors of Carnival - Shari Arison, Maks Birnbach, James
Dubin, Sherwood Weiser and Meshulam Zonis - will stand down from the board of
Carnival upon completion of the DLC transaction.
Resolutions relating to the appointment, removal and re-election of directors
after completion will be considered as a Joint Electorate Action and voted upon
by the shareholders of each company effectively voting together as a single
decision making body. All of the directors of P&O Princess and Carnival will
stand for re-election at the annual shareholder meetings of the Combined Group
to be held in 2003.
13
P&O Princess and Carnival comply with, and the Combined Group will comply with,
the applicable corporate governance requirements of the US Sarbanes-Oxley Act of
2002 and the NYSE. These are the corporate governance rules applicable to US
public companies. P&O Princess will also continue to comply with the rules of
the UK Listing Authority and the London Stock Exchange.
9.6 Name change
As part of the DLC transaction, P&O Princess intends to change its parent
company name to Carnival (UK) plc at the P&O Princess EGM. The name change is
intended to communicate that, as a result of the DLC transaction, the two
companies will combine their operations as if they were a single economic
enterprise. The existing well established brands operated by P&O Princess will
not be affected by the change to the parent company name.
9.7 Voting arrangements
Under the terms of the DLC documents, the Carnival articles of incorporation and
by-laws and the P&O Princess memorandum and articles of association will be
amended to provide for special voting arrangements to be implemented so that in
most cases the shareholders of both companies effectively vote together as a
single decision-making body on matters requiring the approval of shareholders of
either company. The voting interests represented by an individual share in one
company relative to the voting interests of an individual share in the other
company will be determined by reference to the equalisation ratio. Accordingly,
following the reorganisation of P&O Princess shares on completion of the DLC
transaction, one Carnival share will have voting rights equivalent to those of
one P&O Princess share. Certain provisions designed to preserve the structure of
the DLC will be subject to the separate approvals of both P&O Princess
shareholders and Carnival shareholders, further details of which are set out in
Appendix II.
These voting arrangements are proposed to be implemented by entrenching them in
the constitutional documents of the two companies and through the Equalisation
and Governance Agreement and rights attaching to a specially created special
voting share to be issued by each company.
Under the articles of P&O Princess, P&O Princess shares held by Carnival will
have no voting rights at any general meeting of P&O Princess unless the total
holding of P&O Princess shares by Carnival equals or exceeds 90 per cent. of the
P&O Princess shares then in issue. Carnival will however receive dividends and
other distributions paid on its P&O Princess shares.
9.8 Cross guarantees
Upon completion of the DLC transaction, P&O Princess and Carnival will execute
Deeds of Guarantee for the purpose of guaranteeing contractual monetary amounts
owed by the other company which are incurred on or after the implementation of
the DLC transaction. Future creditors of P&O Princess and Carnival entitled to
the benefit of the Deeds of Guarantee will, to the extent possible, be placed in
the same position as if the relevant debts were also owed by the other company.
14
9.9 Restrictions on takeovers
The Panel has confirmed that, on the basis of information currently available to
it, upon completion of the DLC transaction, neither P&O Princess nor Carnival
will be a company to which the Takeover Code applies. The Takeover Code provides
a number of protections for shareholders, particularly in relation to mandatory
offers where a person or group of persons acting in concert acquires in excess
of 30 per cent. of the voting rights of a company.
Provisions will be included in the constitutional documents of P&O Princess and
Carnival which would apply to any person, or group of persons acting in concert,
that acquires shares in the Combined Group which would trigger a mandatory offer
obligation as if the Takeover Code applied to the Combined Group on a combined
basis. To the extent that the resulting shareholding exceeds one of the current
limits in Rule 9 of the Takeover Code, such shares would be disenfranchised
unless an offer for all shares in the Combined Group at a price equivalent to
that applicable to the acquisition has been made. A Buy-Back by P&O Princess or
Carnival of its own shares would not trigger these provisions.
There are certain exceptions to these provisions in the case of Micky Arison,
other members of the Arison family and trusts for their benefit which together
will hold approximately 35 per cent. of the equity of the Combined Group. Under
the DLC documents, the Arison family and trusts for their benefit may acquire
shares in the Combined Group without triggering these provisions as long as
their aggregate holdings do not increase by more than one per cent. of the
voting power of the Combined Group in any period of 12 consecutive months,
subject to their combined holdings not exceeding 40 per cent. of the voting
power of the Combined Group. These parties may acquire additional shares or
voting power without being subject to these restrictions if they comply with the
offer requirement described above.
9.10 Buy-Backs of Combined Group shares
Subject to applicable law, each of P&O Princess and Carnival may purchase shares
in the other and acquire its own shares. Under the terms of the DLC documents,
unless approved as a Class Rights Action, neither P&O Princess nor Carnival may
Buy-Back P&O Princess shares in the two year period following the date on which
the DLC structure is implemented. After expiration of the initial two year
period, for each of the subsequent three years neither P&O Princess nor Carnival
may Buy-Back P&O Princess shares in excess of five per cent. per year of the
issued P&O Princess shares (calculated as at the first day in such annual
period). Thereafter, there shall be no restriction in the DLC documents on the
number of P&O Princess shares which may be the subject of a Buy-Back. There are
no restrictions in the DLC documents on the number of Carnival shares which may
be purchased by Carnival.
9.11 Termination amount
The Implementation Agreement includes a provision for a termination amount equal
to $49.4 million (being one per cent. of the market capitalisation of P&O
Princess at close of business on 7 January 2003) to be paid by P&O Princess or
Carnival in certain circumstances. Further details are set out in Appendix II.
10. Shareholder approval process and timetable
The documentation relating to the DLC transaction and the Partial Share Offer
will be filed with the SEC and the UKLA, as applicable, as soon as practicable.
A copy of the SEC filings will be
15
available on the SEC website shortly after filing. P&O Princess and Carnival
currently expect that the documentation will be posted to shareholders in late
February/early March following review by the SEC and UKLA. The implementation of
the DLC transaction is subject to, among other things, shareholder approval by
both P&O Princess and Carnival shareholders at their respective shareholder
meetings. P&O Princess and Carnival currently expect these meetings to occur in
late March/early April and full details will be contained in the documentation
to be sent to P&O Princess and Carnival shareholders. The DLC transaction and
the Partial Share Offer are expected to complete early in the second quarter of
2003.
Micky Arison, other members of the Arison family and trusts for their benefit
have entered into undertakings under which they will be required to cause shares
beneficially owned by them representing approximately 47 per cent. of the voting
rights in Carnival to vote in favour of the resolutions required to implement
the DLC structure at the Carnival Special Meeting. Such undertakings are
irrevocable except in circumstances where the DLC proposal is withdrawn or
lapses.
11. Approvals required by regulatory authorities
Carnival has previously received clearance from the EC and the FTC for the
combination of its business with that of P&O Princess, pursuant to the share
exchange offer. P&O Princess and Carnival have been advised that the FTC
clearance is also applicable to a combination accomplished pursuant to the DLC
transaction and, therefore, that Carnival is not required to undergo any further
regulatory process in the US in relation to the DLC transaction. Carnival is
submitting to the EC a renotification for clearance of the combination pursuant
to the DLC transaction. P&O Princess and Carnival have been advised that there
is no reason why the EC's appraisal of the DLC transaction would in any way
differ from its appraisal of the share exchange offer. Accordingly, P&O Princess
and Carnival expect the DLC transaction to be cleared by the EC during the first
quarter of 2003.
12. Employees
The combination of P&O Princess and Carnival will offer employees exciting
career prospects. Employees of the Combined Group will benefit from a larger
operating platform and a business of greater international size and scope.
Carnival has confirmed to P&O Princess that the existing employment rights,
including pension rights, of P&O Princess employees will be fully safeguarded.
Carnival has confirmed to P&O Princess that it does not expect that there will
be significant redundancies arising from the implementation of the DLC
transaction.
13. P&O Princess employee share incentive plans
On completion of the DLC transaction, all awards and options granted under the
P&O Princess employee share incentive plans will vest in full and become capable
of release or exercise immediately following completion of the DLC transaction.
14. Accounting treatment and reporting
The companies expect to account for the DLC transaction as a purchase by
Carnival under US GAAP and an acquisition by Carnival under UK GAAP. Following
completion of the DLC transaction, the Combined Group intends to publish
combined financial statements denominated in US dollars and prepared in
accordance with US GAAP. P&O Princess and Carnival will also prepare any other
financial information needed to meet their respective legal and regulatory
16
requirements. P&O Princess will change its financial year end to 30 November so
that it will be the same as Carnival's current financial year end.
15. General
The establishment of the DLC transaction is subject to the applicable provisions
of the Takeover Code. In particular, in accordance with Rule 13 of the Takeover
Code, neither Carnival nor P&O Princess may rely on certain conditions to the
Implementation Agreement as a reason not to proceed with completion of the DLC
transaction, without prior consent from the Panel. Termination of the
Implementation Agreement by Carnival on the grounds that a competing proposal
has been announced will not be subject to the prior consent of the Panel.
If the Implementation Agreement is terminated, Carnival will make the share
exchange offer of 7 February 2002, unless the termination has been as a result
of: (i) P&O Princess shareholders voting against the resolution required to
implement the DLC transaction at the P&O Princess EGM; or (ii) a condition of
the Implementation Agreement being invoked which Carnival notifies the Panel it
would invoke in relation to the conditions of its share exchange offer, such
invocation requiring the consent of the Panel in accordance with Note 2 to Rule
13 of the Takeover Code. In particular, Carnival will proceed with its share
exchange offer where the Implementation Agreement has been terminated by
Carnival as a result of the Board withdrawing or adversely modifying its
recommendation of the DLC transaction or because a competing proposal is
announced.
Copies of Carnival's SEC filings for the last 3 years have been submitted to the
UKLA, and will shortly be available for inspection at the UKLA's Document
Viewing Facility, which is situated at the offices of the Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Certain additional details relating to the structure of the DLC are set out in
Appendix II. The definitions used in this announcement are contained in Appendix
III. The sources and bases of information used in this announcement are
contained in Appendix IV.
This announcement does not constitute an offer or an invitation to acquire
shares or securities.
17
APPENDIX I
PART A. CONDITIONS OF THE DLC TRANSACTION
Implementation of the DLC transaction will be subject to the conditions set out
in the Implementation Agreement being satisfied or waived by 30 September 2003
which include those summarised below:
1. Shareholder approvals
(a) The approval, at an extraordinary general meeting of P&O Princess, of
the resolutions required to implement the DLC transaction by not less
than three-quarters of the votes attaching to P&O Princess shares that
are cast at that meeting; and
(b) the approval, at a meeting of Carnival shareholders, of the
resolutions required to implement the DLC transaction by not less than
a majority of the votes attaching to the outstanding Carnival shares.
2. Approval of the P&O Princess circular by the UKLA
The UKLA approving the circular to P&O Princess shareholders convening the
P&O Princess EGM.
3. Effectiveness of all registration statements
All registration statements required by the SEC in connection with the DLC
transaction being declared effective by the SEC and remaining effective and
not being the subject of a stop order or other proceeding by the SEC to
suspend their effectiveness.
4. Regulatory approvals
Approval of the DLC transaction by the EC pursuant to EC Merger Regulation
4064/89.
5. No change in law or order restricting the DLC transaction
The absence of action, or threatened action, by any governmental enterprise
of competent jurisdiction that restrains, enjoins or otherwise prohibits
the completion or performance of, or materially adversely affects, the DLC
transaction and the other transactions contemplated by the Implementation
Agreement.
6. Effectiveness of each company's new constitutional documents
(a) The new P&O Princess memorandum and articles of association to be
adopted pursuant to the resolutions referred to in paragraph 1(a)
above having become effective; and
(b) the new Carnival articles and by-laws to be adopted pursuant to the
resolutions referred to in paragraph 1(b) above having become
effective.
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7. Partial Share Offer
The Partial Share Offer becoming unconditional (save for Condition 1 of the
Partial Share Offer regarding the completion of the Implementation
Agreement).
P&O Princess' obligation to complete the DLC transaction is also subject to the
satisfaction or waiver of the following conditions precedent:
1. Representations and warranties and covenants of Carnival
The representations and warranties of Carnival set out in the
Implementation Agreement, as qualified therein by applicable materiality
thresholds, being true and correct as of the date of the Implementation
Agreement and as of the effective time of completion, and Carnival having
performed in all material respects its obligations under the Implementation
Agreement, and P&O Princess having received an officer's certificate of
Carnival to such effect. The representations and warranties cover amongst
other things share capital structure, authority to enter into agreements,
accuracy of published financial information, litigation and absence of
material change.
2. Carnival third party consents
Carnival having obtained all third party consents or approvals necessary to
complete the DLC transaction, other than those the failure of which to
obtain such consent or approval is not reasonably likely to have a material
adverse effect on Carnival or the completion of the transactions
contemplated by the Implementation Agreement.
3. Carnival special voting share
Carnival having issued the Carnival special voting share.
4. DLC documents
Each of the agreements required for the implementation of the DLC
transaction having been executed and delivered by the parties thereto
(other than P&O Princess) in the form agreed by the parties pursuant to the
Implementation Agreement.
Carnival's obligation to complete the DLC transaction is also subject to the
satisfaction or waiver of the following conditions precedent:
1. Representations and warranties and covenants of P&O Princess
The representations and warranties of P&O Princess set out in the
Implementation Agreement, as qualified therein by applicable materiality
thresholds, being true and correct as of the date of the Implementation
Agreement and as of the effective time of completion, and P&O Princess
having performed in all material respects its obligations under the
Implementation Agreement, and Carnival having received an officer's
certificate of P&O Princess to such effect. The representations and
warranties of P&O Princess cover the same matters as the Carnival
representations and warranties referred to above.
19
2. P&O Princess third party consents
P&O Princess having obtained all third party consents or approvals
necessary to consummate the DLC transaction, other than those the failure
of which to obtain such consent or approval is not reasonably likely to
have a material adverse effect on P&O Princess or the completion of the
transactions contemplated by the Implementation Agreement.
3. P&O Princess special voting share
P&O Princess having issued the P&O Princess special voting share.
4. DLC documents
Each of the agreements required for the implementation of the DLC
transaction having been executed and delivered by the parties thereto
(other than Carnival) in the form agreed by the parties pursuant to the
Implementation Agreement.
20
PART B. CONDITIONS OF THE PARTIAL SHARE OFFER
The Partial Share Offer will be conditional on:
1. the DLC transaction having been completed under the terms of the
Implementation Agreement;
2. all registration statements required by the SEC in connection with the DLC
proposal being declared effective by the SEC and remaining effective and
not being the subject of a stop order or other proceeding by the SEC to
suspend their effectiveness;
3. the NYSE agreeing to list the Carnival shares to be issued in connection
with the Partial Share Offer, subject only to official notice of issuance;
4. there not being outstanding any governmental action or court order which
would or might make the Partial Share Offer or the acquisition of any P&O
Princess shares void, illegal or unenforceable or materially and adversely
affect the assets, business, profits or prospects of any member of the
wider Carnival group or of any member of the wider P&O Princess group; and
5. all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals ("Authorisations")
necessary in any jurisdiction for, or in respect of, the Partial Share
Offer having been obtained, in terms and in a form reasonably satisfactory
to Carnival, from all necessary governmental entities and from any relevant
persons or bodies with whom any member of the wider Carnival group or the
wider P&O Princess group has entered into contractual arrangements and all
such Authorisations remaining in full force and effect at the time at which
the Partial Share Offer becomes unconditional in all respects.
Carnival reserves the right to waive, in whole or in part, either or both of
Conditions 4 and 5.
Invocation of Conditions 4 and 5 of the Partial Share Offer will be subject to
the approval of the Panel under Note 2 to Rule 13 of the Takeover Code.
21
APPENDIX II
CERTAIN TERMS OF THE DLC TRANSACTION
1. Joint Electorate and Class Rights Actions
Under the terms of the DLC documents, special voting arrangements will be
implemented so that the shareholders of P&O Princess and Carnival will vote
together as a single decision making body on Joint Electorate Actions which
will be all matters submitted to a shareholder vote other than those
designated as Class Rights Actions or resolutions on procedural or
technical matters. The relative voting rights of the P&O Princess shares
and Carnival shares will be determined by the equalisation ratio. Based on
an equalisation ratio of 1:1, each Carnival share will have the same voting
rights as one P&O Princess share on Joint Electorate Actions. Joint
Electorate Actions will include: (i) the appointment, removal or
re-election of any director of P&O Princess or Carnival or both of them;
(ii) if required by law, the receipt or adoption of the annual accounts of
both companies; (iii) the appointment or removal or the auditors of either
company; (iv) a change of name by P&O Princess or Carnival, or both of
them; or (v) the implementation of a Mandatory Exchange described in
section 2 below; if put to shareholders.
In the case of certain actions in relation to which the two bodies of
shareholders may have divergent interests, to be known as Class Rights
Actions, the company wishing to carry out the Class Rights Action would
require the prior approval of shareholders in both companies each voting
separately as a class. The matters which will require approval as a Class
Rights Action will be (i) the voluntary liquidation, dissolution or winding
up of either company for which shareholder approval is required, (other
than as part of the liquidation of both companies at or around the same
time provided that such liquidation is not for the purpose of
reconstituting the business in one or more successor entities); (ii) the
adjustment to the equalisation ratio, other than in accordance with the
Equalisation and Governance Agreement; (iii) the sale, lease, exchange or
other disposition of all or substantially all of the assets of either
company other than a bona fide commercial transaction for valid business
purposes and at fair market value and not as part of a proposal, the
primary purpose of which is to collapse or unify the DLC structure; (iv)
any amendment, removal or alteration of any of the provisions of P&O
Princess' articles of association and Carnival's by-laws and articles which
entrench certain core provisions of the DLC structure; (v) any amendment or
termination of the principal agreements pursuant to which the DLC structure
is implemented; (vi) any change to the tax related provisions of the
Carnival articles that would be likely to trigger a mandatory exchange as
described in 2 below; and (vii) anything which the boards of both companies
agree should be approved as a Class Rights Action.
These voting arrangements will be implemented by embedding them in the DLC
documents and through the issue of a special voting share by each company.
2. Mandatory Exchange
In certain limited circumstances (described in (a) or (b) below) following
implementation of the DLC structure, P&O Princess shares, other than those
held by Carnival, may be subject to a mandatory exchange for Carnival
shares at the then prevailing equalisation ratio.
22
(a) If there is a change in applicable tax laws, rules or regulations or
their application or interpretation, and, based on a legal opinion and
after using commercially reasonable efforts to explore available
alternatives, and the P&O Princess board shall have reasonably
determined that:
. the change is reasonably likely to have a material adverse effect
on the DLC structure;
. it is reasonably likely that the material adverse effect would be
eliminated or substantially reduced by a mandatory exchange; and
. the material adverse effect would not be substantially eliminated
by any commercially reasonable alternative to a mandatory
exchange;
then, with the approval of 66 2/3 per cent. of the shareholders of P&O
Princess and Carnival (voting on a Joint Electorate Action), the mandatory
exchange will occur.
(b) In addition, if:
. there is a change in the applicable non-tax laws, rules or
regulations or their application or interpretation, as a result
of which the P&O Princess board has reasonably determined and
having received a legal opinion, that it is reasonably likely
that all or a substantial portion of the DLC documents are
unlawful, illegal or unenforceable; or
. a court or other governmental entity has issued a ruling,
judgement, decree or order, which has been appealed to the extent
the P&O Princess board deems reasonably appropriate, holding that
all or a substantial portion of the DLC documents are unlawful,
illegal or unenforceable;
and the P&O Princess board, based on a legal opinion and after using
commercially reasonable efforts to explore the available alternatives to
the mandatory exchange, has reasonably determined that:
. the legal basis for the illegality or unenforceability would be
eliminated by a mandatory exchange;
. the illegality or unenforceability could not be eliminated by
amendments to the DLC documents that would not materially and
adversely affect the rights of the shareholders of P&O Princess and
Carnival, taken together or in relation to each other; and
. the change in law or the ruling, judgment, decree or order is
reasonably likely to be enforced in a way that will have a material
adverse effect on the DLC structure;
then, if the P&O Princess board decide, the mandatory exchange will occur.
23
3. Termination amount
If the Implementation Agreement is terminated:
. by either P&O Princess or Carnival because of the failure of P&O
Princess shareholders to approve the DLC transaction and a third-party
acquisition proposal for P&O Princess exists at the time of the P&O
Princess shareholders meeting; or
. by Carnival because:
. the P&O Princess board has withdrawn or adversely modified its
recommendation of the DLC or has resolved to take any such action
or failed to reconfirm that recommendation upon request by
Carnival; or
. P&O Princess or the P&O Princess board has recommended a superior
third-party acquisition proposal for P&O Princess; or
. P&O Princess has breached its obligations under the
Implementation Agreement not to solicit another acquisition
proposal for P&O Princess;
then P&O Princess will be required to pay a termination amount to Carnival
equal to $49.4 million (being one per cent. of P&O Princess' market
capitalisation at close of business on 7 January 2003) if a third-party
acquisition proposal with respect to P&O Princess is completed within 18
months of the date of the Implementation Agreement.
If the Implementation Agreement is terminated:
. by either P&O Princess or Carnival because of the failure of Carnival
shareholders to approve the DLC transaction and a third-party
acquisition proposal for Carnival exists at the time of the Carnival
shareholders meeting; or
. by P&O Princess because:
. the Carnival board has withdrawn or adversely modified its
recommendation of the DLC or has resolved to take any such action
or failed to reconfirm that recommendation upon request by P&O
Princess;
. Carnival or the Carnival board has recommended a superior
third-party acquisition proposal for Carnival; or
. Carnival has breached its obligations under the Implementation
Agreement not to solicit another acquisition proposal for
Carnival;
then Carnival will be required to pay a termination amount to P&O Princess
equal to $49.4 million (being one per cent. of P&O Princess' market
capitalisation at close of business on 7 January 2003) if a third-party
acquisition proposal with respect to Carnival is completed within 18 months
of the date of the Implementation Agreement.
24
APPENDIX III
DEFINITIONS
"Board" the board of directors of P&O
Princess
"Buy-Back" a purchase by Carnival of P&O
Princess shares, or a purchase by
P&O Princess of Carnival shares or
a purchase by P&O Princess of its
own shares or a reduction by P&O
Princess of its issued share
capital
"Carnival" Carnival Corporation
"Carnival group" Carnival, its subsidiaries and its
subsidiary undertakings
"Carnival shares" shares of common stock of Carnival
of $0.01 each
"Carnival Special Meeting" the special meeting of Carnival
shareholders to be convened for the
purpose of approving the DLC
transaction
"Class Rights Actions" actions specified as such due to
the divergent interests of
shareholders and which accordingly
require the prior approval of
shareholders in both companies,
each voting as a separate class
"competing proposal" the announcement by a third party
of a firm intention (whether or not
subject to a pre-condition) to make
an offer, in accordance with the
Takeover Code, for P&O Princess
(including a proposal for a DLC
with P&O Princess) which offer, in
Carnival's reasonable opinion,
acting in good faith and after
consultation with its financial
advisers, the nature of such advice
having been communicated to P&O
Princess, is likely to be more
attractive to P&O Princess
shareholders than the DLC
transaction
"Combined Group" the P&O Princess group and the
Carnival group after the DLC
structure has been implemented
"Conditions" the conditions set out in Part A or
Part B of Appendix I of this
announcement, as the case may be
"DLC" dual listed company
"DLC documents" the documents required to implement
the DLC transaction which will
include the Implementation
Agreement, the Equalisation and
Governance Agreement, Deeds of
Guarantee, the special voting deed,
the Carnival voting agreement, the
amended memorandum and amended
articles of association of P&O
Princess, the third amended and
restated articles of incorporation
of Carnival and the amended and
restated by-laws of Carnival
"DLC proposal" Carnival's proposal to form a dual
listed company structure with P&O
Princess and to make the Partial
Share Offer
"DLC structure" the dual listed company structure
created by the DLC documents
"DLC transaction" the combination of P&O Princess and
Carnival under a dual listed
company structure
"EC" the European Commission
"Equalisation and Governance Agreement" the agreement to be entered into
between P&O Princess and Carnival
pursuant to the Implementation
Agreement specifying the
equalisation ratio and various
other matters relating to the DLC
transaction
"equalisation ratio" the ratio of one P&O Princess share
to that number of Carnival shares
that have the same rights to
distributions of income and capital
and voting rights as one P&O
Princess share
"FTC" the US Federal Trade Commission
"Implementation Agreement" the offer and implementation
agreement entered into between P&O
Princess and Carnival on 8 January
2003 setting out the terms and
conditions for the implementation
of the DLC structure and the
Partial Share Offer
"Joint Electorate Actions" actions in respect of which holders
of P&O Princess shares and Carnival
shares will effectively vote as a
unified constituency
"London Stock Exchange" London Stock Exchange plc
25
"Merrill Lynch" Merrill Lynch International
"NYSE" the New York Stock Exchange, Inc.
"Panel" the Panel on Takeovers and Mergers
"Partial Share Offer" the proposed partial offer to be
made to acquire up to 20 per cent.
of P&O Princess' share capital on
the basis of 0.3004 Carnival shares
for each P&O Princess share
"P&O Princess" P&O Princess Cruises plc
"P&O Princess ADSs" American depositary shares, each
representing, before the completion
of the DLC transaction, four
underlying P&O Princess shares
"P&O Princess EGM" the extraordinary general meeting
of P&O Princess to be convened for
the purpose of approving the DLC
transaction
"P&O Princess group" P&O Princess, its subsidiaries and
its subsidiary undertakings
"P&O Princess shares" prior to the implementation of the
DLC transaction, the existing
unconditionally allotted or issued
and fully paid ordinary shares of
US$0.50 each in the capital of P&O
Princess (including those
represented by P&O Princess ADSs
but not, for avoidance of doubt,
such ADSs) and any further such
shares which are unconditionally
allotted or issued and fully paid
before completion of the DLC
transaction (or such earlier
date(s) as Carnival may, subject to
the Takeover Code, determine),
including any such shares so
unconditionally allotted or issued
pursuant to the exercise of options
granted under the P&O Princess
employee share incentive plans and,
after the implementation of the DLC
structure, the unconditionally
allotted or issued and fully paid
ordinary share of US$1.66 each in
the capital of P&O Princess
"Royal Caribbean" Royal Caribbean Cruises Ltd.
"Schroder Salomon Smith Barney" Salomon Brothers International
Limited, trading as Schroder
Salomon Smith Barney ("Schroder
Salomon Smith Barney" ). "Schroder"
is a trademark of Schroder Holdings
PLC and is used under licence by
Salomon Brothers International
Limited
"SEC" the United States Securities and
Exchange Commission
"share exchange offer" the pre-conditional offer for P&O
Princess announced by Carnival on 7
February 2002
"special voting share" the special voting shares to be
issued by each of P&O Princess and
Carnival to enable P&O Princess
shareholders and Carnival
shareholders to vote on a combined
basis at meetings of both companies
"Takeover Code" the City Code on Takeovers and
Mergers
"UBS Warburg" UBS AG, acting through its
business group UBS Warburg or,
where appropriate, its subsidiary,
UBS Warburg Ltd.
"UKLA" the United Kingdom Listing
Authority
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States of
America and the District of
Columbia and all other areas
subject to its jurisdiction
"wider Carnival group" Carnival and any of its subsidiary
undertakings or any associated
undertaking or company of which 20
per cent. or more of the voting
capital is held by the Carnival
group or any partnership, joint
venture, firm or company in which
any member of the Carnival group
may be interested
"wider P&O Princess group" P&O Princess and any of its
subsidiary undertakings or any
associated undertaking or company
of which 20 per cent. or more of
the voting capital is held by the
P&O Princess group or any
partnership, joint venture, firm or
company in which any member of the
P&O Princess group may be
interested
"(Pounds)" or "pounds sterling" or "pence" the lawful currency of the United
or "p" Kingdom
"$" or "US dollars" or "cents" the lawful currency of the United
States of America
26
APPENDIX IV
SOURCES AND BASES OF INFORMATION
Unless otherwise stated: (i) information relating to Carnival has been extracted
from the relevant published audited financial statements and SEC filings of
Carnival; and (ii) information relating to P&O Princess has been extracted from
the relevant published annual reports and accounts, interim reports and SEC
filings of P&O Princess.
Share prices for P&O Princess and Carnival are taken from Bloomberg.
The (Pounds)1:$1.611 exchange rate is the World Market Rate as published in the
Financial Times on 7 January 2003.
The holdings of the equity in the Combined Group are based on 586,776,338 one
cent Carnival ordinary shares in issue as per the 10Q of Carnival dated 31
August 2002 and 693,008,745 50 cent ordinary shares in issue as per the P&O
Princess blocklisting interim review dated 21 May 2002.
The termination amount is based upon the P&O Princess closing price on 7 January
2003 of 442.5p and the 693,008,745 50 cent ordinary shares in issue as per the
P&O Princess blocklisting interim review dated 21 May 2002.
27
P&O PRINCESS PLANS TO FILE REGISTRATION STATEMENTS ON FORM F-4 WITH THE US
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE DEEMED EXCHANGE OF P&O
PRINCESS SHARES AND ISSUANCE OF THE SPECIAL VOTING SHARE IN CONNECTION WITH THE
DLC TRANSACTION, AND CARNIVAL HAS INDICATED THAT IT PLANS TO FILE A REGISTRATION
STATMENT ON FORM S-4 IN CONNECTION WITH THE PARTIAL SHARE OFFER. THE FORMS F-4
WILL CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE DEEMED EXCHANGE OF
P&O PRINCESS SHARES AND/OR THE DLC TRANSACTION, AND THE FORM S-4 WILL CONTAIN A
PROSEPCTUS AND OTHER DOCUMENTS RELATING TO THE PARTIAL SHARE OFFER AND/OR THE
DLC TRANSACTION. P&O PRINCESS PLANS TO MAIL A CIRCULAR WITH RESPECT TO THE DLC
TRANSCATION TO SHAREHOLDERS OF P&O PRINCESS AFTER THE FORM F-4 HAS BEEN DECLARED
EFFECTIVE BY THE SEC, AND CARNIVAL HAS INDICATED THAT IT PLANS TO MAIL THE
PROSPECTUS CONTAINED IN THE FORM S-4 TO SHAREHOLDRES AFTER THE FORM S-4 HAS BEEN
DECLARED EFFECTIVE BY THE SEC. THE CIRCULAR, FORM F-4, FORM S-4 AND THE
PROSPECTUSES WILL CONTAIN IMPORTANT INFORMATION ABOUT P&O PRINCESS, CARNIVAL,
THE DEEMED EXCHANGE OF P&O PRINCESS SHARES, THE DLC TRANSACTION, THE PARTIAL
SHARE
OFFER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE CIRCULAR,
FORM F-4, FORM S-4, THE PROSPECTUSES AND THE OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE DEEMED EXCHANGE OF P&O PRINCESS SHARES AND THE PARTIAL
SHARE OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE DLC
TRANSACTION AND THE PARTIAL SHARE OFFER. THE CIRCULAR, FORM F-4, FORM S-4, THE
PROSPECTUSES, AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
DLC TRANSACTION WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC'S WEB
SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE DLC TRANSACTION WILL BE MADE AVAILABLE TO
INVESTORS FREE OF CHARGE BY WRITING TO P&O PRINCESS CRUISES PLC, 11-12 CHARLES
II STREET, LONDON SW1Y 4QU, ENGLAND, ATTENTION COMPANY SECRETARY.
IN ADDITION TO THE FORM F-4, THE PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE DEEMED EXCHANGE OF P&O PRINCESS SHARES IN
CONNECTION WITH THE DLC TRANSACTION, P&O PRINCESS IS OBLIGATED TO FILE ANNUAL
REPORTS AND OTHER INFORMATION WITH THE SEC. PERSONS MAY READ AND COPY ANY
REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC
REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL
THE SEC AT 1-800-732-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM.
FILINGS WITH THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.