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
================================================================================
CARNIVAL CORPORATION INVESTOR PRESENTATION
Investor Presentation
December 2002
================================================================================
FORWARD LOOKING STATEMENTS AND RESPONSIBILITY
================================================================================
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain statements in this presentation constitute "forward-looking statements"
within the meaning of the US Private Securities Litigation Reform Act of 1995.
Carnival Corporation ("CCL") has tried, wherever possible, to identify such
statements by using words such as "anticipate," "assume", "believe," "expect,"
"forecast," "future," "intend," "plan" and words and terms of similar substance
in connection with any discussion of future operating or financial performance.
These forward-looking statements, including those which may impact the
forecasting of CCL's net revenue yields, booking levels, pricing, occupancy or
business prospects, involve known and unknown risks, uncertainties and other
factors, which may cause CCL's actual results, performances or achievements to
be materially different from any future results, performances or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions which may
impact levels of disposable income of consumers and the net revenue yields for
CCL's cruise products; consumer demand for cruises and other vacation options;
other vacation industry competition; effects on consumer demand of armed
conflicts, political instability, terrorism, adverse media publicity and the
availability of air service; shifts in consumer booking patterns; increases in
vacation industry capacity, including cruise capacity; continued availability of
attractive port destinations; changes in tax laws and regulations; changes and
disruptions in equity, financial and insurance markets; CCL's financial and
contractual counterparties' ability to perform; CCL's ability to implement its
brand strategy; CCL's ability to implement its shipbuilding program and to
continue to expand its business worldwide; CCL's ability to attract and retain
shipboard crew; changes in foreign currency and interest rates and increases in
security, food, fuel, and insurance costs; delivery of new ships on schedule and
at the contracted prices; weather patterns and natural disasters; unscheduled
ship repairs and drydocking; incidents involving cruise ships; impact of pending
or threatened litigation; CCL's ability to implement successfully cost
improvement plans; the continuing financial viability and/or consolidation of
CCL's travel agent distribution system; CCL's ability to integrate successfully
business acquisitions and applicable changes in laws and regulations.
These risks may not be exhaustive. CCL operates in a continually changing
business environment, and new risks emerge from time to time. CCL cannot predict
such risks nor can it assess the impact, if any, of such risks on its business
or the extent to which any risk, or combination of risks may cause actual
results to differ from those projected in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results. CCL undertakes no obligation publicly to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
CCL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4, A PROXY STATEMENT ON
SCHEDULE 14A AND A STATEMENT ON SCHEDULE TO WITH THE US SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH COMMENCEMENT OF THE CARNIVAL DLC PROPOSAL TO
ACQUIRE P&O PRINCESS CRUISES PLC ("POC"). THE FORM S-4 WILL CONTAIN A PROSPECTUS
AND OTHER DOCUMENTS RELATING TO THE CARNIVAL DLC PROPOSAL. CCL PLANS TO MAIL THE
PROSPECTUS CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF POC AFTER THE FORM S-4
HAS BEEN DECLARED EFFECTIVE BY THE SEC. CCL PLANS TO MAIL THE PROXY STATEMENT TO
ITS SHAREHOLDERS AT OR ABOUT THE SAME TIME. THE FORM S-4, THE PROSPECTUS, THE
PROXY STATEMENT AND THE SCHEDULE TO WILL CONTAIN IMPORTANT INFORMATION ABOUT
CCL, POC, THE CARNIVAL DLC PROPOSAL AND RELATED MATTERS. INVESTORS AND
STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT, THE
SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
CARNIVAL DLC PROPOSAL CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE CARNIVAL DLC PROPOSAL. THE FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT,
THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE INCREASED OFFER AND/OR CARNIVAL DLC PROPOSAL 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
INCREASED OFFER AND/OR CARNIVAL DLC PROPOSAL WILL BE MADE AVAILABLE TO INVESTORS
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 FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT, THE SCHEDULE
TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE CARNIVAL
DLC PROPOSAL, CCL 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 ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.
THE IDENTITIES OF THE PARTICIPANTS IN THE SOLICITATION OF CCL SHAREHOLDERS FOR
PURPOSES OF RULE 14a-12(a)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
THEIR INTERESTS IN THE OFFER AND THE TRANSACTIONS RELATED TO IT ARE SET FORTH IN
APPENDIX VI TO CCL'S FILING UNDER RULE 425 DATED OCTOBER 24, 2002.
Terms used in this presentation have the same meaning as in the Announcement
dated October 24, 2002
The directors of CCL ("Directors") accept responsibility for the information
contained in this presentation. To the best of the knowledge and belief of the
directors of CCL (who have taken all reasonable care to ensure 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 except that the only responsibility accepted by them
for the information in this presentation relating to POC and Royal Caribbean
Cruises Ltd. which has been compiled from published sources is to ensure that
the information has been correctly and fairly reproduced and presented.
Merrill Lynch International and UBS Warburg Ltd., a subsidiary of UBS AG, are
acting as joint financial advisors and joint corporate brokers exclusively to
CCL and no-one else in connection with the Increased Offer and Carnival DLC
Proposal and will not be responsible to anyone other than CCL 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
Increased Offer and CCL DLC Proposal.
At this time, there is no agreement between CCL and POC to proceed with a DLC.
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================================================================================
CARNIVAL CORPORATION
STRATEGIC POSITIONING
================================================================================
CARNIVAL CORPORATION STRATEGIC POSITIONING
================================================================================
THESIS:
-------
o Cruising remains a small percentage of the wider vacation market in
North America and continues to attract consumers from other vacation
alternatives
o European cruise vacations are growing even faster than in North America
o Favorable demographic trends support continued growth for cruise travel
in North America and Europe
STRATEGIC INITIATIVES:
----------------------
o Targeted capacity additions are expected to drive earnings growth
o Global presence will be significantly enhanced through acquisition of
P & O Princess
o Strong balance sheet and cash flow to fund majority of growth
initiative
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CRUISING CONTINUES TO GROW AS A VACATION ALTERNATIVE
================================================================================
GROWTH IN NORTH AMERICAN
LEISURE VS. CRUISE TRAVEL
(1997-2001)
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LEISURE TRAVEL DEMAND 1.8%
CRUISE TRAVEL DEMAND 8.3%
--------------------------------------------------------------------------------
CRUISE IS A LONG-TERM GROWTH SEGMENT
OF THE WIDER VACATION MARKET
--------------------------------------------------------------------------------
(1) Source: GP Wild & TIA
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EUROPEAN CRUISE VACATIONS
ARE GROWING FASTER THAN NORTH AMERICAN
================================================================================
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PASSENGERS CARRIED
------------------
(in Millions)
1997
----
U.K. .52
ITALY .20
GERMANY .28
FRANCE .16
1998
----
U.K. .76
ITALY .23
GERMANY .31
FRANCE .20
1999
----
U.K. .74
ITALY .25
GERMANY .33
FRANCE .22
2000
----
U.K. .75
ITALY .27
GERMANY .38
FRANCE .27
2001
----
U.K. .77
ITALY .30
GERMANY .39
FRANCE .27
AVERAGE ANNUAL GROWTH
---------------------
U.K. 11.9%
ITALY 10.9%
GERMANY 8.6%
FRANCE 13.8%
(1) Source: GP Wild
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FAVORABLE DEMOGRAPHIC TRENDS SUPPORT CRUISE TRAVEL GROWTH
================================================================================
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NORTH AMERICAN POPULATION
BETWEEN AGE 45 AND 69
---------------------
(in millions)
2000 72
2010 94
GROWTH OF 31%
Source: The World Bank
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MORE ATTRACTIVE LIFESTYLE TRENDS IN EUROPE
================================================================================
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DAYS
----
U.S. 13
U.K. 28
GERMANY 35
SOUTHERN EUROPE 40
--------------------------------------------------------------------------------
AVERAGE DAYS SPENT ON VACATION
--------------------------------------------------------------------------------
Source: WTO
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ORGANIC GROWTH WILL BE PRIMARY DRIVER OF EARNINGS
================================================================================
CARNIVAL CORPORATION
CAPACITY GROWTH INCREASES (1)
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2003 2004 2005 2006
-------------------------------------------------
Costa 3.3% 5.3% 3.3% --%
Cunard 0.1% 3.3% 2.1% 0.1%
Other 14.5% 8.3% 5.2% 6.4%
-------------------------------------------------
Total 17.9% 16.9% 10.6% 6.5%
Industry Average 9.8% 10.5% 3.6% --
--------------------------------------------------------------------------------
ADDITIONAL CAPACITY COULD BE ADDED IN LATE 2005-2006
--------------------------------------------------------------------------------
Source: Company estimates
(1) Note: Represents anticipated available berth days year-over-year growth for
CCL, excluding growth related to the proposed combination with POC
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TARGETED CAPACITY GROWTH
================================================================================
CARNIVAL CORPORATION
CAPACITY ADDITIONS THROUGH 2006 (1)
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ADDITIONAL BERTHS
Carnival Cruise Lines 11,046
Holland America Line 9,240
Costa Cruise Lines 7,554
Cunard Line 4,588
--------------------------------------------------------------------------------
2003-2006 CAGR = 13% (2)
--------------------------------------------------------------------------------
(1) Based on anticipated capacity increases
(2) Based on anticipated available berth days
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GLOBAL PRESENCE WILL BE ENHANCED BY
ACQUISITION OF P&O PRINCESS
================================================================================
COMBINED CCL & POC
NET CAPACITY ADDITIONS THROUGH 2006 (2)
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ADDITIONAL BERTHS
Carnival Cruise Lines 11,046
Holland America Line 9,240
Princess Cruises 8,780
Costa Cruise Lines 7,554
Cunard Line 4,588
Ocean Village 1,620
AROSA 1,590
AIDA 1,270
P&O Cruises 560
Swan Hellenic 400
--------------------------------------------------------------------------------
2003-2006 CAGR = 12% (1)
--------------------------------------------------------------------------------
Source: Company Estimates & POC Company Website
(1) Based on anticipated available berth days
(2) Based on anticipated capacity increases from 2002
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================================================================================
CCL & POC: AN IDEAL
COMBINATION
================================================================================
CCL & POC: AN IDEAL STRATEGIC COMBINATION
================================================================================
[X] A CCL/POC combination will create a dynamic global leisure dual listed
company and is expected to be the only company in both the FTSE 100 and
S&P 500
[X] Creates a leading global vacation and leisure company in a growth
segment of the wider vacation market
[X] Compelling strategic rationale, with highly complementary brands by
both geography AND product offering, representing some of the most
recognized cruise brands in leading vacation markets
[X] Strong operating cash flow and balance sheet, combined with twenty
ships scheduled to be added to fleet through 2006, should drive future
earnings growth
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================================================================================
STRATEGIC RATIONALE
================================================================================
CCL & POC: LEADING GLOBAL VACATION & LEISURE COMPANY
================================================================================
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CCL POC CCL/POC
--- --- -------
Fleet Size (ships) (1) 45 19 64
Berths (000s) (1) 65.6 30.8 96.3
Passengers carried (000s) (2) 3,385 1,028 4,413
Ships on order 14 6 20
Berths on order (000s) 32.4 13.7 46.1
Employees (000s) (2) 33.2 19.5 52.7
Source: Company accounts and filings
(1) Fleet size and berths for CCL include the Carnival Conquest; for POC fleet
size and berths it includes the former Renaissance vessels, R3 and R4,
acquired in August 2002, excludes the Victoria and Pacific Princess
(announced withdrawals) and excludes river boats
(2) Passengers carried and employees for fiscal year 2001
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WIDE PORTFOLIO OF HIGHLY COMPLEMENTARY BRANDS
================================================================================
POC'S BRANDS COMPLEMENT CCL'S - BY GEOGRAPHY & PRODUCT OFFERING
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[MAP OF THE WORLD]
[COMPANY LOGOS]
NORTH AMERICA UNITED KINGDOM GERMANY
------------- -------------- -------
Seabourn Cunard Aida Cruises
Windstar Cruises P&O Cruises Arosa
Holland America Ocean Village Costa
Princess Swan Hellenic
Carnival Cruise Lines
S. EUROPE
---------
Costa
AUSTRALIA
---------
P&O Cruises
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GLOBAL DIVERSIFICATION
================================================================================
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CCL BERTHS TODAY
----------------
GERMANY 1%
UNITED KINGDOM 4%
SOUTHERN EUROPE 15%
NORTH AMERICA 80%
[GRAPHIC OMITTED]
CCL/POC BERTHS IN 2006 (1)
--------------------------
AUSTRALIA 1%
GERMANY 5%
UNITED KINGDOM 12%
SOUTHERN EUROPE 12%
NORTH AMERICA 70%
Source: POC Company website
(1) Based on anticipated CCL/POC berths
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HIGH BRAND AWARENESS
================================================================================
[X] CCL & POC brands enjoy among the highest levels of unaided brand
awareness in North America and the UK
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NORTH AMERICA (1)
Carnival 52%
Princess 38%
RCI 23%
NCL 21%
HAL 15%
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UNITED KINGDOM (2)
P & O Cruises 63%
Cunard 29%
Thomson 20%
Airtours 20%
Fred Olsen 19%
(1) Source: TRD Frameworks
(2) Source: P&O Princess plc shareholder circular dated February 5, 2002
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HIGH BRAND AWARENESS (CONTINUED)
================================================================================
[X] ...as well as in Germany and Italy
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GERMANY (1)
Aida 15.0%
Deutschland 11.0%
Europa 10.0%
Berlin 10.0%
Astor 5.0%
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ITALY (2)
Costa 21.9%
Festival 0.4%
Carnival 0.3%
MSC 0.2%
(1) Source: P&O Princess plc shareholder circular dated February 5, 2002
(2) Source: Company data. Represents survey of tour operators
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================================================================================
INTEGRATION AND SYNERGIES
================================================================================
CCL OPERATIONAL STRUCTURE
================================================================================
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CARNIVAL CORPORATION
-----------------------------------------------------------------
/ / / /
HOLLAND AMERICA CUNARD CARNIVAL COSTA
LINE LINE CRUISE LINES CRUISES
/ /
WINDSTAR SEABOURN
CRUISES
--------------------------------------------------------------------------------
CCL'S DECENTRALIZED OPERATING STRUCTURE
WILL ALLOW FOR AN EASIER COMBINATION
--------------------------------------------------------------------------------
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CCL IS THE MOST EFFICIENT OPERATOR
================================================================================
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EBITDA/
AVAIL. BERTH DAYS (1)
(LTM)
CCL $67
POC $54
RCL $50
[GRAPHIC OMITTED]
ROIC (2)(3)
(LTM)
CCL 11%
POC 8%
RCL 5%
Source: Company accounts and filings. CCL and RCL as per US GAAP, POC as per UK
GAAP
(1) CCL LTM as of August 2002, POC and RCL LTM as of September 2002. CCL LTM
EBITDA excludes impairment charges relating to vessel write downs
(2) ROIC is EBIT taxed at the effective tax rate, divided by average invested
capital
(3) CCL LTM as of August 2002, POC LTM as of September 2002 and RCL LTM as of
June 2002 (latest available balance sheet). CCL LTM EBIT excludes
impairment charges relating to vessel write downs
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SYNERGIES
================================================================================
[X] CCL estimates synergies of at least $100 million on an annual basis
commencing in first full financial year following transaction
[X] Savings realized principally through the application of best practices,
particularly:
-- Procurement
-- Contractual
-- Rationalization of support operations
--------------------------------------------------------------------------------
CCL IS THE MOST PROFITABLE AND EFFICIENT MAJOR CRUISE COMPANY IN
THE WORLD AND IS BEST-POSITIONED TO DELIVER MEANINGFUL SYNERGIES
--------------------------------------------------------------------------------
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================================================================================
FINANCIAL INFORMATION
================================================================================
FAIR VALUATION OF POC
================================================================================
[GRAPHIC OMITTED]
EV/EBITDA - LTM (1) P/E RATIO - LTM (1)
(decline of 11%) (decline of 23%)
---------------------- ----------------------
CCL 13.1x CCL 17.7x
POC at offer(2) 11.8x POC at offer(2) 14.4x
Source: Company accounts and filings
(1) CCL as per US GAAP, POC as per UK GAAP. LTM is at September 2002 for POC
and as of August 2002 for CCL.
(2) As of November 25, 2002, base on an Offer Value of 546p. Includes $100
million of synergies.
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STRONG BALANCE SHEET TO DRIVE FUTURE GROWTH
================================================================================
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RATING (1)
A2
CCL Today
A3
Baa1 POC Pre-20 Nov
Review changed to developing
Baa2 from possible downgrade
after CCL offer was cleared
Baa3 Investment Grade POC Today by the EU
--------------------------------------------------------------------------------
Ba1 Non-Investment Grade
Ba2
CCL (2) POC (2)
------- -------
Net Debt / EBITDA (LTM) 1.3x 3.3x
Net Debt / Net Book Cap 19.5% 39.4%
Debt Ratings (S&P/Moody's) A/A2 BBB/Baa3
Liquidity ($m)(3) $2,900 $700
(1) Credit ratings as per Moody's Investors Service
(2) As of August 2002 for CCL and September 2002 for POC
(3) Liquidity calculated as cash plus committed undrawn facilities
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KEY DLC FINANCIALS
================================================================================
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LTM (1) (US $MM) CCL POC COMBINED (4)
------------------------ ------------- ------------- -----------------
Revenue $4,292 $2,442 $6,733
EBITDA (2) 1,406 560 1,966
Net Income (3) 957 310 1,267
--------------------------------------------------------------------------------
Total Assets 12,197 5,796 17,992
Total Debt 3,070 2,085 5,155
Cash & Cash Equivalents 1,300 211 1,511
Net Debt 1,770 1,874 3,644
--------------------------------------------------------------------------------
Net Debt / EBITDA (LTM) 1.3x 3.3x 1.9x
Net Debt / Net Book
Capitalization 19.5% 39.4% 26.4%
(1) LTM figures as of August 2002 for CCL (per US GAAP) and September 2002 for
POC (per UK GAAP)
(2) CCL LTM EBITDA excludes impairment charges relating to vessel write downs
(3) CCL net income adjusted for impairment charge, gain on asset sale and
income tax benefit, POC net income adjusted for gain on sale of fixed
assets
(4) Does not include pro forma adjustments
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================================================================================
STRUCTURE AND TIMING
================================================================================
SIGNIFICANT DLC EXAMPLES
================================================================================
[GRAPHIC OMITTED]
1907 DLC Combination of Royal Dutch/Shell
1930 Union of Lever Brothers Ltd and N.V. Margarine Unie creates DLC called
Unilever
1962 Rio Tinto formed through the merger of two UK Cos. Restructured in 1995
SEPT
1992 Reed Int'l plc and Elsevier NV announce DLC Reed Elsevier
MARCH
2001 BHP and Billiton combine to form BHP Billiton, a global Australian/UK
mining company
APRIL
2001 Brambles Ltd of Australia forms DLC with Brambles Industries plc (UK)
OCT
2002 CCL announces terms of its formal preconditional DLC offer for POC
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KEY TERMS OF DLC PROPOSAL
================================================================================
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STRUCTURE Dual listed company structure and Partial Share Offer
If proposal is not passed by POC shareholders, CCL offer is
withdrawn
OWNERSHIP AND
VOTING RIGHTS Carnival - 74%
P&O Princess - 26%
Based on a share exchange ratio of 1 POC Ordinary Share =
0.3004 CCL shares
PARTIAL SHARE
OFFER DLC structure includes a Partial Share Offer by which POC
shareholders can exchange POC shares for CCL shares (maximum
of 20% of POC's issued share capital)
PRIMARY LISTING/
INDEX INCLUSION
(1) Carnival: NYSE/S&P 500
P&O Princess: LSE/FTSE 100
(1) Expected index inclusion assumes current market capitalizations
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DLC STRUCTURAL DIAGRAM
================================================================================
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CCL SHAREHOLDERS POC SHAREHOLDERS
Holding arising from
Partial Share Offer
(max 6.6%) (1)
CARNIVAL P&O PRINCESS CRUISES
CORPORATION PLC
Equalisation Agreement
Holding arising from
Partial Share Offer
(max 20%) (1)
--------------------------------------------------------------------------------
CARNIVAL P&O PRINCESS CRUISES
ASSETS & LIABILITIES ASSETS & LIABILITIES
--------------------------------------------------------------------------------
(1) Represents POC holding in the CCL arm of the DLC assuming full take up of
Partial Share Alternative (20% of POC's shares outstanding)
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SIMPLICITY OF DLC STRUCTURE
================================================================================
[X] Will align the economic interests of Carnival and POC
[X] Carnival and POC will pursue common interests
[X] Two identical boards of directors
[X] One unified executive management team
[X] One set of combined financials (1)
-- U.S. GAAP
-- In both U.S. and U.K.
[X] One report to shareholders (1)
--------------------------------------------------------------------------------
THROUGH THE DLC, CARNIVAL AND POC WILL BE MANAGED AND
OPERATED AS A SINGLE ECONOMIC ENTERPRISE
--------------------------------------------------------------------------------
(1) Pending Approval by SEC and UKLA
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DLC STRUCTURAL BENEFITS
================================================================================
[X] Substantially negates flowback associated with cross-border
acquisitions
[X] Preserves strong balance sheet and credit rating
[X] Access to two of the world's largest equity markets
[X] Expected to retain existing primary listings and index participation
-- CCL will be the 110th largest company in the S&P 500 with a market
capitalization of $16.5 billion (1)
-- POC will be the 60th largest company in the FTSE 100 with a market
capitalization of (pound) 3.5 billion (1)
(1) Source: DataStream. Based on market capitalization as at 29 November 2002
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INDICATIVE TIMETABLE
================================================================================
DATE ACTION/EVENT
---- ------------
JANUARY 2003 Satisfaction of remaining pre-conditions
Termination of JV Agreement
POC expected to enter into Implementation Agreement
with CCL and recommend the CCL DLC proposal
Q1 2003 Documents distributed to POC shareholders
LATE Q1 to CCL Shareholder Meeting
EARLY Q2 2003
POC EGM and closing of Partial Share Offer
Closing of transaction
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SUMMARY
================================================================================
[X] A CCL/POC combination will create a dynamic global leisure dual listed
company and is expected to be the only company in both the FTSE 100 and
S&P 500
[X] Creates a leading global vacation and leisure company in a growth
segment of the wider vacation market
[X] Compelling strategic rationale, with highly complementary brands by
both geography AND product offering, representing some of the most
recognized cruise brands in leading vacation markets
[X] Strong operating cash flow and balance sheet, combined with twenty
ships scheduled to be added to fleet through 2006, should drive future
earnings growth
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