Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rules 14d-2 and 14a-12
of the Securities Exchange Act of 1934
Filing by: Carnival Corporation
Subject Company: P&O Princess Cruises plc.
SEC File No. of Princess: 001-15136
FOR IMMEDIATE RELEASE
17 MARCH 2003
CARNIVAL CORPORATION AND P&O PRINCESS CRUISES PLC
SHAREHOLDER DOCUMENTS TO APPROVE DLC TRANSACTION FILED WITH THE SEC
SHAREHOLDER MEETING DATES SET FOR 14 AND 16 APRIL 2003
Following their announcements made on 8 January 2003, P&O Princess Cruises plc
("P&O Princess") and Carnival Corporation ("Carnival") announce that final
shareholder documents relating to the dual listed company ("DLC") transaction
have been filed with the US Securities and Exchange Commission (the "SEC").
These documents include the final draft circular to P&O Princess shareholders
(the "Final Draft Circular"). The Final Draft Circular has not been approved by
the United Kingdom Listing Authority ("UKLA") and, accordingly, has not yet been
circulated to shareholders.
These documents are available for viewing on the SEC website at WWW.SEC.GOV and
will be available for inspection at the Document Viewing Facility of the
Financial Services Authority at 25 The North Colonnade, London E14 5HS. Subject
to UKLA documentation approval being received, documents are expected to be
mailed to shareholders today, Monday 17 March 2003.
These documents contain details of the shareholder meetings to be convened to
approve the DLC transaction. It is intended that the Carnival Special Meeting
will be held on 14 April 2003 and that the P&O Princess Extraordinary General
Meeting ("EGM") will be held on 16 April 2003.
This announcement contains details of the expected timetable to completion, the
shareholder meetings and the documentation to be sent to shareholders. The Final
Draft Circular and this announcement also contain an update on current trading
and prospects and details of the deferred consideration payable in respect of
the purchase of Aida Cruises.
A further announcement will be made once final documentation approvals have been
received.
TIMETABLE
Set out below is a summary of the expected timetable to completion. All times
are London time except where stated. This timetable is subject to final
documentation approvals being received and so may be subject to change.
EVENT TIME AND DATE
Shareholder documents despatched and Mon 17 March
commencement of the Partial Share Offer
Latest time and date for receipt of forms of proxy 10:00 a.m. Mon 14 April
for the P&O Princess EGM
Carnival Special Meeting 10:00 a.m. (EST) Mon 14 April
P&O Princess EGM 10:00 a.m. Wed 16 April
Completion of the DLC transaction Thu 17 April
Closing of the Partial Share Offer 10:00 a.m. Thu 17 April
Reorganisation of P&O Princess shares 10:00 p.m. Thu 17 April
Good Friday (UK and US public holiday) Fri 18 April
Easter Monday (UK public holiday) Mon 21 April
Dealings commence in consolidated P&O Princess 8:00 a.m. Tue 22 April
ordinary shares on the London Stock Exchange
Dealings commence in consolidated P&O Princess 9:30 a.m. (EST) Tue 22 April
ADSs on the New York Stock Exchange
Upon completion of the DLC transaction, P&O Princess will be renamed Carnival
plc.
SHAREHOLDER MEETINGS AND VOTING THRESHOLDS
It is intended that the Carnival Special Meeting to approve the DLC transaction
will be held at 10:00 a.m. (EST) on 14 April 2003 in New York.
It is intended that the P&O Princess EGM to approve the DLC transaction will be
held at 10:00 a.m., London time, on 16 April 2003 in London.
The voting thresholds required to approve the DLC transaction at these meetings
are as follows:
CARNIVAL SPECIAL MEETING
A majority of all outstanding Carnival Shares entitled to vote at the Special
Meeting must be cast in favour of the resolutions.
Undertakings have been received from shareholders representing approximately 47
per cent. of the voting rights in Carnival to vote in favour of the proposals at
the Carnival Special Meeting. These undertakings are irrevocable except in
certain circumstances where the DLC proposal is withdrawn or lapses.
P&O PRINCESS EGM
Not less than three quarters of the votes cast at the P&O Princess EGM must be
cast in favour of the resolution.
DOCUMENTS
The following documents will be posted to shareholders:
DOCUMENTS TO BE SENT TO P&O PRINCESS SHAREHOLDERS
Explanatory Leaflet Explaining the documents sent to P&O
Princess shareholders
Shareholder Circular Circular to P&O Princess shareholders
describing the DLC transaction and
including the notice of EGM
Partial Share Offer Document Partial Share Offer document describing
the offer from Carnival to acquire up to
20 per cent. of the issued share capital
of P&O Princess
DOCUMENTS TO BE SENT TO CARNIVAL SHAREHOLDERS
Proxy Statement/ Prospectus Proxy Statement/ Prospectus to Carnival
shareholders describing the DLC
transaction and including the notice of
the Carnival Special Meeting
TRADING UPDATE
CARNIVAL
Since the start of the calendar year, booking volumes have been less than
expected. Year to date booking volumes for 2003 are approximately equal to last
year's levels, but have not increased commensurate with the increase in
Carnival's 2003 capacity. Carnival believes bookings in 2003 continue to be
impacted by the uncertain economic environment and concerns regarding a war with
Iraq compounded by security alerts issued by various national governments. These
factors have caused Carnival to reduce cruise pricing to stimulate incremental
demand for the first and second quarters.
For its recently completed first quarter, Carnival expects net revenue yields to
be approximately equal to last year's levels. The current environment for travel
continues to have the most significant effect on Carnival's second quarter 2003
bookings. The uncertainty regarding a possible war with Iraq is causing further
deterioration in pricing for the second quarter, as indicated in Carnival's last
guidance. As the booking pattern has moved much closer to sailing and because of
the uncertainty regarding the geopolitical situation, Carnival is not able to
give specific guidance for second quarter net revenue yields, other than, it
expects them to be less than last year. The commencement of a war with Iraq
would likely have further negative impact on second quarter net revenue yields.
With respect to costs, Carnival continues to expect cost per available berth day
in the first quarter, excluding air costs and commissions, to be up
approximately 6-8 per cent. compared to last year's levels. For the second
quarter, Carnival continues to expect cost per available berth day to be up
approximately 10-12 per cent. compared
to last year's levels. As previously disclosed, Carnival's higher cost per
available berth day in the first half of the year is due primarily to increased
fuel costs, compounded by the frontloading of advertising costs, as well as
higher insurance, environmental, and security costs.
Carnival is still expected to record non-operating income of approximately $0.03
per share for insurance recoveries in the first quarter of 2003.
For the second half of 2003, booking volumes remain ahead of last year's levels
but not commensurate with the increase in capacity expected for the second half
of the year. Prices on these bookings remain slightly below that of the prior
year. As a result of the close-in booking pattern and the uncertain geopolitical
environment, it is too early to give net revenue yield guidance for the
remainder of 2003. Commencement of a war with Iraq, subject to the duration of
such a war, would likely have negative impact on net revenue yields for the
second half of 2003. Excluding the possible impact of higher fuel costs,
operating cost per available berth day in the second half of 2003 is expected to
be down slightly as compared to the prior year.
P&O PRINCESS
As reported with the results for the fourth quarter on 6 February 2003, the
booking environment since the start of the year has not been as strong as normal
for the time of year. P&O Princess believes that this is a reflection of the
current geopolitical and economic uncertainties.
As previously announced and in response to demand trends from North American
passengers, Grand Princess, one of the two Princess ships originally scheduled
to sail in the Mediterranean this summer, has been redeployed. She will now stay
in the Caribbean for the whole year. In addition, as previously announced,
Princess' capacity in Alaska this summer has been reduced by the cancellation of
number of cruises due to the delivery date for the new ship, Island Princess,
being delayed.
Despite relatively low booking volumes in recent weeks, the proportion of
capacity for 2003 as a whole for Princess remains in line with the position a
year ago, with average achieved yields ahead. Cumulative bookings in the UK and
Germany are ahead of the position a year ago, but not by as much as the increase
in capacity that P&O Princess has in these markets in 2003. On a combined basis,
yields in these two markets are below the cumulative position this time last
year, mainly as a result of a change in mix of business, including the
introduction of the lower priced Ocean Village brand, but yields are benefiting
from favourable exchange rates when converted to P&O Princess' reporting
currency of US dollars.
Higher fuel prices and exchange movements are increasing unit costs, offset by
underlying unit cost savings.
THE COMBINED GROUP
The directors of each of Carnival and P&O Princess believe that the long term
prospects for the Combined Group will be enhanced considerably by entering into
the
DLC transaction. The Combined Group will have the brands and the fleet to enable
it to maximise the potential offered by growth in the worldwide cruise vacation
industry. Furthermore, the Combined Group will benefit from the synergies
arising from the combination. 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, shareholders in the Combined Group
also benefit from downside protection.
DEFERRED CONSIDERATION PAYABLE IN RESPECT OF AIDA CRUISES
In September 2000, P&O Princess acquired the 49 per cent. it did not own in Aida
Cruises from Deutsche Seereederei GmbH ("DS") (a company wholly-owned by a
non-executive director of P&O Princess, Horst Rahe, and his family). As
announced at the time of the acquisition, an element of deferred consideration
in respect of this transaction was also payable in respect of any 12 month
period up to the end of 2005 with such payment being based on the results of
Seetours. Seetours comprises the German operations of P&O Princess and includes
the business of AIDA Cruises and A'ROSA. In the event of a change of control of
P&O Princess, or if certain members of the P&O Princess Group fail to comply
with other specific restrictions (including material breach of
non-compete/non-solicitation provisions), DS is entitled to accelerate the
payment of the total outstanding balance of the deferred consideration.
Completion of the DLC transaction will trigger the right to such payment. Since
P&O Princess entered into the Implementation Agreement with Carnival, DS has
confirmed to P&O Princess that it will exercise this right. Accordingly, P&O
Princess will pay Euro 58.8 million to DS shortly after completion, and the Aida
Cruises sale and purchase agreement will then terminate.
It is being announced in Germany today that Horst Rahe has agreed to accept the
honorary position of Life President of Seetours on completion of the DLC
transaction.
- Ends -
ENQUIRIES
CARNIVAL
Nic Bennett (Financial Dynamics) +44 20 7831 3113
P&O PRINCESS
Sophie Fitton (Brunswick) +44 20 7404 5959
Sarah Tovey
Terms used in this announcement have the same meaning as in the announcement
dated 8 January 2003.
The directors of Carnival accept responsibility for the information contained in
this announcement (other than information relating to the P&O Princess group,
the directors of P&O Princess, and members of their immediate families, related
trusts and persons connected with them). To the best of the knowledge and belief
of the directors of Carnival (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they
take responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of P&O Princess accept responsibility for the information
contained in this announcement (other than information relating to Carnival, the
directors of Carnival, and members of their immediate families, related trusts
and persons connected with them). 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 in this announcement for which they
take responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
IN CONNECTION WITH CARNIVAL'S DUAL LISTED COMPANY PROPOSAL (WHICH INCLUDES A
PARTIAL SHARE OFFER TO P&O PRINCESS SHAREHOLDERS), THE US SECURITIES AND
EXCHANGE COMMISSION HAS DECLARED EFFECTIVE A REGISTRATION STATEMENT ON FORM
S-4/PROXY STATEMENT ON SCHEDULE 14A AND A REGISTRATION STATEMENT ON FORM
S-4/STATEMENT ON SCHEDULE TO. BOTH REGISTRATION STATEMENTS CONTAIN A PROSPECTUS
AND OTHER DOCUMENTS RELATING TO THE DUAL LISTED COMPANY PROPOSAL. CARNIVAL IS IN
THE PROCESS OF MAILING TO SHAREHOLDERS OF P&O PRINCESS THE PROSPECTUS CONTAINED
IN THE REGISTRATION STATEMENT/SCHEDULE TO. CARNIVAL IS IN THE PROCESS OF MAILING
THE PROXY STATEMENT AND THE PROSPECTUS CONTAINED IN THE REGISTRATION
STATEMENT/PROXY STATEMENT TO ITS SHAREHOLDERS. THESE REGISTRATION STATEMENTS,
THE PROSPECTUSES, THE PROXY STATEMENT AND THE SCHEDULE TO CONTAIN IMPORTANT
INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE DUAL LISTED COMPANY PROPOSAL AND
RELATED MATTERS. SHAREHOLDERS SHOULD READ THE REGISTRATION STATEMENTS, THE
PROSPECTUSES, THE PROXY STATEMENT, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL CAREFULLY
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE PROPOSAL. THE REGISTRATION
STATEMENTS, THE PROSPECTUSES, THE PROXY STATEMENT, THE SCHEDULE TO AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL
AND PRIOR PRECONDITIONAL OFFER ARE AVAILABLE FREE OF CHARGE AT THE SEC'S WEB
SITE, AT WWW.SEC.GOV. IN ADDITION, THESE DOCUMENTS WILL BE MADE AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION,
CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428.
IN ADDITION TO THE REGISTRATION STATEMENTS, THE PROSPECTUSES, THE PROXY
STATEMENT, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL, CARNIVAL IS OBLIGATED TO FILE
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS 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 ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND THROUGH
THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
THE IDENTITIES OF THE PARTICIPANTS IN THE SOLICITATION OF CARNIVAL SHAREHOLDERS
FOR PURPOSES OF RULE 14a-12(a)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
THEIR INTERESTS IN THE OFFER AND TRANSACTIONS RELATED TO IT ARE SET FORTH IN
APPENDIX V TO CARNIVAL'S FILING UNDER RULE 425, DATED 8 JANUARY, 2003.
THE SEC HAS DECLARED EFFECTIVE REGISTRATION STATEMENTS ON FORM F-4 IN CONNECTION
WITH THE DEEMED EXCHANGE OF P&O PRINCESS SHARES AND ISSUANCE OF THE SPECIAL
VOTING SHARE IN CONNECTION WITH THE DLC TRANSACTION. THE FORMS F-4 CONTAIN A
PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE DEEMED EXCHANGE OF P&O PRINCESS
SHARES AND/OR THE DLC TRANSACTION. P&O PRINCESS IS IN THE PROCESS OF MAILING A
CIRCULAR WITH RESPECT TO THE DLC TRANSACTION TO SHAREHOLDERS OF P&O PRINCESS.
THE CIRCULAR, FORMS F-4 AND THE PROSPECTUSES 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, FORMS F-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, FORMS F-4, THE PROSPECTUSES, AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE DLC TRANSACTION ARE AVAILABLE 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 FORMS 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.
Merrill Lynch International and UBS Limited, a subsidiary of UBS AG, are acting
as joint financial advisors and joint corporate brokers exclusively to Carnival
and no-one else in connection with the Carnival DLC transaction and the Partial
Share Offer and will not be responsible to anyone other than Carnival for
providing the protections afforded to clients respectively of Merrill Lynch
International and UBS Warburg Ltd. as the case may be or for providing advice in
relation to the Carnival DLC transaction and the Partial Share Offer.
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.