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 POSTED
Following the announcement made earlier today, P&O Princess Cruises plc ("P&O
Princess") and Carnival Corporation ("Carnival") announce that all document
approvals have now been obtained.
Shareholder documents relating to the dual listed company ("DLC") transaction
are today being posted to P&O Princess and Carnival shareholders and documents
relating to Carnival's Partial Share Offer are also being posted to P&O Princess
shareholders.
The Carnival Special Meeting to approve the DLC transaction is confirmed for
10:00 a.m., EST, on 14 April 2003.
The P&O Princess EGM to approve the DLC transaction is confirmed for 10:00 a.m.,
London time, on 16 April 2003.
The DLC transaction is expected to complete on Thursday 17 April 2003 and
Partial Share Offer to close at 10:00 a.m., London Time, on Thursday 17 April
2003.
The Partial Share Offer document and the Carnival Proxy statement are available
for viewing on the Carnival website at WWW.CARNIVALCORP.COM. The circular to P&O
Princess shareholders and the Partial Share Offer document are available on the
P&O Princess website at WWW.POPRINCESSCRUISES.COM. Each of these documents is
also available for viewing on the SEC website at WWW.SEC.GOV, In addition,
copies are available for inspection at the Document Viewing Facility of the
Financial Services Authority, 25 The North Colonnade, London E14 5HS.
- Ends -
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.