CARNIVAL PLC - Notice of a meeting
This Notice is important and requires the immediate attention of
Noteholders. If Noteholders are in any doubt as to the action they should
take, they should contact their own independent financial advisors authorised
under the Financial Services and Markets Act 2000 immediately.
This Notice does not constitute an offer to sell or a solicitation of an
offer to buy any securities within the United States or to U.S. persons, or in
any other jurisdiction in which such offer, solicitation or sale would be
unlawful. The Notes and the Carnival Guarantee (each as defined below) have
not and will not be registered under the U.S. Securities Act of 1933 or any
securities laws of any political subdivision thereof. Accordingly, the Notes
and the Carnival Guarantee may not be offered or sold in the United States or
to U.S persons or U.S residents.
CARNIVAL PLC
(formerly known as P&O Princess Cruises plc)
(Incorporated in England and Wales with limited liability under the Companies
Act 1985, registered number 4039524)
(the "Company")
NOTICE OF A MEETING
of the holders of those of the
200,000,000 Pounds Sterling
7.125 PER CENT. GUARANTEED NOTES DUE 2012
(ISIN: XS0130601262; COMMON CODE: 13060126)
of the Company presently outstanding
(the "Noteholders" and the "Notes" respectively)
NOTICE IS HEREBY GIVEN by the Company that a Meeting of the Noteholders
convened by the Company will be held at the offices of Freshfields Bruckhaus
Deringer, 65 Fleet Street, London EC4Y 1HS on Monday, 16 June, 2003 at 2 p.m.
(London time) for the purpose of considering and, if thought fit, approving
the resolution set out in this notice (the "Resolution"), which will be
proposed as an Extraordinary Resolution in accordance with the provisions of
the trust deed dated 25 June, 200l (the "Principal Trust Deed") between the
Company (under its then name, P&O Princess Cruises plc), P&O Princess Cruises
International Limited and HSBC Trustee (C.I.) Limited (the "Trustee")
constituting the Notes.
The attention of Noteholders is particularly drawn to the quorum for the
Meeting and for any adjourned Meeting, which is set out in the sub-heading
"Quorum" under "Attendance, quorum and voting at the Meeting" below.
Background
On 17 April, 2003, the Company and Carnival Corporation ("Carnival")
completed a dual listed company transaction (the "DLC transaction"), which
combined the businesses of the Company, Carnival and their respective
subsidiaries ("Carnival Corporation & plc") through a number of contracts and
amendments to the Company's and Carnival's constituent documents. The two
companies have retained their separate legal identities, and the Company's
shares continue to be publicly traded on the London Stock Exchange and
Carnival's shares continue to be publicly traded on the New York Stock
Exchange. However, both companies operate as if they were a single economic
enterprise. Carnival Corporation & plc is the largest cruise vacation group
in the world, based on revenues, passengers carried and available capacity.
Summary and purpose of proposed modifications
The principal purpose of the proposed modifications is to modify some of
the covenants and events of default contained in the terms and conditions of
the Notes set out in Part II of the Second Schedule to the Principal Trust
Deed (the "Conditions") to reflect the completion of the DLC transaction and
the principle under the dual listed company structure that the Company and
Carnival are to operate as if they were a single economic enterprise. In
addition, some modifications are also proposed to be made to other provisions
of the Principal Trust Deed, including the Conditions, and to the Principal
Paying Agency Agreement (as defined below). If the proposed modifications are
approved by the Noteholders, Carnival will guarantee, on an unsubordinated,
unsecured basis, the payment of principal and interest in respect of the Notes
and all other monies payable by the Company under, or pursuant to, the Trust
Deed (as defined below), by extending the benefit of the guarantee provided in
the Carnival Deed of Guarantee entered into by Carnival and the Company on 17
April, 2003 in connection with the DLC transaction (the "Carnival Guarantee")
to the payment obligations of the Company under the Notes and the Trust Deed.
Full details of the background to, and purpose of, as well as the full
text of, the proposed modifications to the Principal Trust Deed, including the
Conditions, as proposed to be modified, and of the Carnival Guarantee, as
proposed to be extended to cover the Company's payment obligations under the
Notes and the Trust Deed, are contained in, or annexed to, an Explanatory
Memorandum dated 23 May, 2003 (the "Explanatory Memorandum"), copies of which
are available for collection and inspection by Noteholders at the specified
offices of the Paying Agents set out below.
In accordance with its normal practice, the Trustee expresses no opinion
on the merits of the proposed modifications to the Principal Trust Deed,
including the Conditions, which are the subject of the Resolution (which it
was not involved in negotiating), but has authorised it to be stated that, on
the basis of the information set out in this Notice and the Explanatory
Memorandum, the Trustee has no objection to the Resolution being submitted to
the Noteholders for their consideration. The Trustee recommends that
Noteholders who are unsure of the impact of the proposed modifications seek
their own independent financial advice.
The Company has discussed the matters referred to in this Notice and in
the Explanatory Memorandum with a special committee established by the
Association of British Insurers representing 36.4 per cent. in principal
amount of the Notes outstanding (the "ABI Committee"). The ABI Committee has
informed the Company that it considers the proposed modifications to the
Principal Trust Deed, including the Conditions, which are the subject of the
Resolution, to be fair and reasonable in the circumstances described in this
Notice and in the Explanatory Memorandum, and has indicated that the members
of the ABI Committee intend to lodge proxies in favour of the Resolution.
Resolution
The Resolution which the Noteholders are asked to consider, and if thought
fit, to approve, is as follows:
THAT this meeting (the "Meeting") of the holders (the "Noteholders") of
the outstanding 200,000,000 Pounds Sterling 7.125 per cent. Guaranteed Notes
due 2012 (the "Notes") of Carnival plc (formerly known as P&O Princess Cruises
plc) (the "Company") constituted by a trust deed dated 25 June, 2001 (the
"Principal Trust Deed") between the Company (under its then name, P&O Princess
Cruises plc), P&O Princess Cruises International Limited (the "P&O Princess
Guarantor") and HSBC Trustee (C.I.) Limited (the "Trustee"), hereby:
(a) conditional on Carnival Corporation ("Carnival") guaranteeing, on an
unsubordinated, unsecured basis, the payment of principal and interest in
respect of the Notes and all other monies payable by the Company under, or
pursuant to, the Trust Deed (as defined below) by extending the benefit of the
guarantee provided in the Carnival Deed of Guarantee executed by Carnival and
the Company on 17 April, 2003 (the "Carnival Guarantee") to cover the payment
obligations of the Company under the Notes and the Trust Deed, such extension
of the Carnival Guarantee to be effected by an agreement relating to the
Carnival Guarantee (the "Carnival Guarantee Agreement"), in or substantially
in the form produced to the Meeting and signed by the chairman of the Meeting
for the purposes of identification, with such (if any) modifications as the
Trustee may require, which is to be executed upon execution of, and
satisfaction of the conditions (other than the condition relating to the
execution of the Carnival Guarantee Agreement) under, the First Supplemental
Trust Deed (as defined below):
(i) consents to the modification of the Principal Trust Deed,
including the terms and conditions of the Notes as set out in Part II of the
Second Schedule to the Principal Trust Deed (the "Conditions"), in the manner
set out in the draft first supplemental trust deed (the "First Supplemental
Trust Deed" and the Principal Trust Deed, as so modified, is herein referred
to as the "Trust Deed") to be entered into between the Company, the P&O
Princess Guarantor and the Trustee, in or substantially in the form produced
to the Meeting and signed by the chairman of the Meeting for the purposes of
identification, with such (if any) modifications as the Trustee may require;
(ii) consents to the amendment of the paying agency agreement dated
25 June, 2001 relating to the Notes (the "Principal Paying Agency Agreement")
between the Company (under its then name, P&O Princess Cruises plc), the P&O
Princess Guarantor, the Trustee and the initial principal paying agent and the
other paying agent named therein, in the manner set out in the draft amendment
to the Principal Paying Agency Agreement (the "Paying Agency Amendment
Agreement") to be entered into between the Company, the P&O Princess
Guarantor, the Trustee and the initial principal paying agent and the other
paying agent named therein, in or substantially in the form produced to the
Meeting and signed by the chairman of the Meeting for the purposes of
identification, with such (if any) modifications as the Trustee may require;
(iii) authorises, directs and requests the Trustee to execute the
First Supplemental Trust Deed and the Paying Agency Amendment Agreement, each
with such (if any) modifications as the Trustee may require;
(iv) authorises, directs and requests the Trustee to concur in the
implementation of the modifications to the Principal Trust Deed, including the
Conditions, the amendments to the Principal Paying Agency Agreement, the
execution of the Carnival Guarantee Agreement and this Extraordinary
Resolution and authorises, directs and requests the Trustee to execute and do
all such other deeds, instruments, acts and things that may be necessary or
expedient to carry out and give effect to the modifications to the Principal
Trust Deed, including the Conditions, the amendments to the Principal Paying
Agency Agreement, the Carnival Guarantee Agreement and this Extraordinary
Resolution; and
(b) sanctions every abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders against the Company and/or the P&O
Princess Guarantor and/or Carnival involved in, or resulting from, the above-
noted modifications and amendments and other matters referred to in, and the
implementation of, this Resolution.
Documents available for collection and/or inspection
Copies of the documents set out below will be available for collection
and/or inspection at the specified offices of the Paying Agents set out below
during normal business hours on any weekday (Saturdays, Sundays and bank and
other public holidays excepted) from the date hereof until the close of the
Meeting.
Documents available for collection and inspection:
* the Explanatory Memorandum
* the Circular to P&O Princess Shareholders and Notice of Extraordinary
General Meeting dated 17 March, 2003 prepared by the Company in connection
with the DLC transaction
* the voting certificates and voting instruction forms
Documents available for inspection only:
* the Principal Trust Deed
* the draft First Supplemental Trust Deed
* the draft terms and conditions of the Notes, in the form or
substantially in the form in which they are proposed to be modified
(both clean and blacklined to show such modifications)
* the Carnival Guarantee
* the draft Carnival Guarantee Agreement
* the Principal Paying Agency Agreement
* the draft Paying Agency Amendment Agreement
* the other publicly filed documents, as listed in the Explanatory
Memorandum
Such documents will also be available for inspection only at the place of
Meeting for at least 15 minutes prior to, and during, the Meeting.
Attendance, quorum and voting at the Meeting
Requirements for attending and voting
Noteholders should contact Clearstream Banking, societe anonyme
("Clearstream Luxembourg") or Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") (each, a "Clearing System") in order to make
arrangements for voting at the Meeting. Noteholders must have made
arrangements to vote with the relevant Clearing System not later than 48 hours
(being Wednesday, 11 June, 2003 at 5 p.m. (London time)) before the time fixed
for the Meeting and any voting instructions given may not be revoked during
the period starting 48 hours before the Meeting and ending at the close of the
Meeting.
A Noteholder wishing to attend and vote at the Meeting in person must
produce at the Meeting (a) valid voting certificate(s) issued by a Paying
Agent relating to the Note(s) in respect of which he wishes to vote.
A Noteholder wishing to vote, but not wishing to attend the Meeting in person,
must block such Note(s) in his account with the relevant Clearing System to,
or to the order of, a Paying Agent and to its satisfaction who will on the
instruction of the Noteholder either (i) issue a voting certificate which the
Noteholder may deliver to the person whom he wishes to attend on his behalf or
(ii) issue a block voting instruction naming a proxy to vote on the
Noteholder's behalf subject to having received voting instructions either
pursuant to a voting instruction form or electronically through the relevant
Clearing System.
For the purposes of issuing a block voting instruction or a voting
certificate, Notes must be blocked in an account with the relevant Clearing
System to, or to the order of, and to the satisfaction of either Paying Agent,
not later than 48 hours (being Wednesday, 11 June, 2003 at 5 p.m. (London
time)) before the time for which the Meeting is convened. Notes so blocked
will not be released until the first to occur of (i) the conclusion of the
Meeting (or, if applicable any adjourned such Meeting) and (ii) the surrender
of the voting certificate or, not less than 48 hours before the time for which
the Meeting (or, if applicable, any adjourned such meeting) is convened, the
voting instruction receipt issued in respect thereof by such Paying Agent, and
the giving of notice by the Paying Agent to the Company of the necessary
amendment to the block voting instruction, subject in each case to the
requirements of the relevant Clearing System.
Quorum
The quorum required at the Meeting is one or more persons present holding
voting certificates or being proxies and holding or representing in the
aggregate a clear majority in principal amount of the Notes for the time being
outstanding. If a quorum is not present at the Meeting, the Meeting will be
adjourned and the Resolution will be considered at an adjourned Meeting
(notice of which will be given to the Noteholders). At any such adjourned
Meeting the quorum will be one or more persons present holding voting
certificates or being proxies (whatever the principal amount of the Notes so
held or represented by them).
Voting
Every question submitted to the Meeting will be decided on a show of hands
unless a poll is duly demanded by the chairman of the Meeting, the Company,
the P&O Princess Guarantor, the Trustee or any person present holding a voting
certificate or being a proxy (whatever the principal amount of the Notes so
held or represented by him). On a show of hands, every person who is present
in person and who produces a voting certificate or is a proxy will have one
vote, and on a poll every person who is so present shall have one vote in
respect of each 1 pound in principal amount of Notes so represented by the
voting certificate so produced or in respect of which he is a proxy. In case
of equality of votes, the chairman of the Meeting shall both on a show of
hands and on a poll have a casting vote in addition to the vote(s) (if any) to
which he may be entitled as a holder of a voting certificate or as a proxy.
To be passed, an Extraordinary Resolution requires a majority in favour of
the Resolution consisting of not less than three-fourths of the votes cast.
If passed at the Meeting, the Resolution will be binding on all Noteholders,
whether or not they were present at such Meeting and whether or not voting.
Unless the Meeting is inquorate or adjourned for any other reason so that
an adjourned Meeting is necessary, the results of the Meeting will be
published in the Financial Times (European edition) within 14 days following
the date of the Meeting.
Noteholders should contact the following for further information on voting
at the Meeting:
Principal Paying Agent
HSBC Bank plc
Mariner House, Pepys Street
London EC3N 4DA
Contact: BPA Desk, Issuer Services Operations
Telephone: +44 20 7260 6702
Fax: +44 20 7260 8932
Other Paying Agent
Dexia Banque Internationale a Luxembourg, societe anonyme
69, route d'Esch
L-2953 Luxembourg
Contact: Fiscal & Listing Agencies
Telephone: +352 4590 4214
Fax: +352 4590 4227
Euroclear
Contact: Corporate Actions Department
Telephone: +322 224 2723
Fax: +322 224 1459
Clearstream, Luxembourg
Contact: Custody Operations
Telephone: +352 46564 6944
Fax: +352 46564 7944
This Notice is given by:
CARNIVAL plc
5 Gainsford Street, London SE1 2NE
Dated: 23 May, 2003
SOURCE Carnival plc
-0- 05/23/2003
/CONTACT: BPA Desk, Issuer Services Operations, +011-44-20-7260-6702, or
fax, +011-44-20-7260-8932/
/Web site: http://www.carnivalcorp.com/
(CCL)
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