TO: Carnival Corporation ("Offeror")
3655 NW 87 Avenue
Miami, Florida
United States of America
and 21 February, 1996
CS First Boston Limited
One Cabot Square
London E14 4QJ
United Kingdom
Dear Sirs,
Proposed partial offers for shares in Airtours plc
21. This letter sets out the terms on which I undertake to accept
the offer to be made by (or on behalf of) Offeror (the
"Ordinary Offer") to acquire up to 20,000,000 ordinary shares
representing 17.34 per cent of the current issued ordinary
share capital of Airtours plc ("Offeree").
22. The Ordinary Offer and the offer by (or on behalf of) Offeror
(the "Preference Offer") to acquire up to 8,758,612
convertible cumulative preference shares representing 17.34
per cent of the issued convertible cumulative preference
share capital of Offeree (together with the Ordinary Offer,
"the Offers") shall be made substantially on the terms of the
attached draft press announcement (the "Press Announcement"),
any additional terms and conditions as may be required to
comply with the requirements of The City Code on Takeovers
and Mergers (the "Code"), the London Stock Exchange and the
Securities and Exchange Commission and any additional terms
and conditions agreed between Offeror and Offeree.
23. I warrant and undertake to you that:
23.1 I am the registered holder and beneficial owner of 7,000,000
(the "Offeree Ordinary Shares") ordinary shares of 10p each
in the capital of Offeree ("Ordinary Shares");
23.2 Subject only to the terms of a deed of even date herewith
between myself and David Crossland, I hold the Offeree
Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature; and
23.3 I have full power and authority to accept the Ordinary Offer
in respect of such number of Offeree Ordinary Shares as is
referred to in paragraph 4.
4.1 I shall (save as provided herein) irrevocably accept the
Ordinary Offer in respect of 2,000,000 of the Offeree
Ordinary Shares ("the Shares").
4.2 My acceptance in respect of the Shares shall be made by 09.00
am (London time) on the first closing date of the Offers in
accordance with the procedure for acceptance set out in the
formal document containing the Offers (the "Offer Document")
to be despatched to Shareholders.
4.3 I undertake that Offeror will acquire the Shares pursuant to
the Ordinary Offer free from any lien, charge, or other
encumbrance, equity or other third party right of any nature
and together with all rights of any nature attaching or
accruing to them including the right to all dividends
declared, made or paid after the date of this letter.
4.4 I shall elect to receive only Class A Common Stock of Offeror
as consideration under the Ordinary Offer.
4.5 My obligations under paragraphs 4.1 to 4.4 (inclusive) shall
not apply to prevent me accepting in respect of all my
Offeree Ordinary Shares (but not some only) and shall
terminate in the event that there is made a general offer
made by a third party to acquire the whole of the issued
ordinary share capital of Offeree (other than Ordinary Shares
already held by such third party or persons acting in concert
therewith), which is unanimously recommended by the directors
of Offeree, on terms which represent (in the opinion of the
Directors of Offeree) an improvement on the value of the
consideration offered under the Ordinary Offer as at the date
on which a firm intention to make such general offer is
announced (a "Competing Offer"). In the event that I accept
a Competing Offer and if the Competing Offer is declared
wholly unconditional, I shall pay you a cash sum and/or
transfer securities to you (as provided below) having an
aggregate value in an amount equal to 20% of the product of
(i) 7,000,000 and (ii) the difference between the amount per
Ordinary Share of (a) the cash and the fair market value of
any other consideration given to the holders of the Ordinary
Shares pursuant to the Competing Offer, as determined by the
directors of Offeree in good faith, and (b) L4.50. I shall
pay cash/transfer securities (as provided below) to you of
an aggregate value equal to such amount the business day
after I receive the consideration under the Competing Offer.
In respect thereof, you hereby agree if requested by me to
accept payment by way of the transfer of non-cash
consideration (other than loan notes) of the same type to the
extent and in the same percentage (or such lower percentage
as I may specify) as I receive it as consideration under the
Competing Offer provided however that I will be responsible
for paying all costs and expenses incurred in transferring
any securities or other non-cash consideration (including,
for the avoidance of doubt all transfer or other taxes) to
the Offeror. Notwithstanding my absolute obligation to pay
cash/transfer securities (as aforesaid) to you of an
aggregate value equal to such amount as aforesaid, you agree
that you shall discuss with me and consider in good faith
potential alternative structures which I may propose in
connection with any liability which I may have to you in such
circumstances in order to help me minimise any tax liability
which may arise by virtue of my accepting the Competing Offer
or otherwise by reason of the provisions of this paragraph
4.5.
4.6 An offer shall not be prevented from being a Competing Offer
within the meaning of paragraph 4.5 solely by reason of the
fact that, when such offer is announced, the making of it is
stated to be the subject of a precondition to the effect that
the resolution referred to in paragraph 7.1 below is not
passed.
5. In order to secure the performance of my obligations under
paragraph 4, I irrevocably appoint any director for the time
being of Offeror to be my attorney in my name and on my
behalf to execute a Form or Forms of Acceptance and/or such
other documents and to do such other acts and things as may
be necessary to accept (or procure the acceptance of) the
Ordinary Offer in respect of the Shares. However:
5.1 the appointment shall not take effect until 09.00 am (London
time) on the first closing date of the Offers and only then
if I have failed to comply with my obligations in paragraph
4.2; and
5.2 such attorney shall act in accordance with paragraph 4.4
(where applicable).
6. Although the terms of the Ordinary Offer will give accepting
shareholders the right to withdraw acceptances at any time
after the first closing date of the Offers and before the
Offers become or are declared unconditional in all respects
I shall not withdraw my acceptance of the Ordinary Offer in
respect of the Shares unless a Competing Offer is announced.
7. Until the Ordinary Offer becomes or is declared unconditional
in all respects, lapses or is withdrawn (or a firm intention
to make a Competing Offer, as defined in paragraph 4.5, is
announced):
7.1 I shall exercise the voting rights attached to the Offeree
Ordinary Shares in favour of the resolution (the "Special
Resolution") to be proposed at a general meeting of Offeree
for the purpose of increasing the authorised share capital of
Offeree and disapplying the provisions of section 89 of the
Companies Act 1985 in respect of the proposed allotment to
you by Offeree, as referred to in the Press Announcement, of
20,000,000 new Ordinary Shares;
7.2 Subject to my duties as a director of Offeree, I shall not,
without the prior written consent of Offeror, signed by a
duly authorised director, requisition or join in the
requisition of any general or class meeting of Offeree for
the purpose of considering any resolution affecting or having
an impact on the Offers or the proposed allotment referred to
in paragraph 7.1 other than the Special Resolution; and
7.3 Subject to my duties as a director of Offeree, I shall not
take any action or make any statement which is or may be
prejudicial to the success of the Offers (it being agreed
that any action or statement which I may take or make in
relation to a Competing Offer, or an offer or approach which
the Board of Directors of Offeree unanimously believes could
be or may become a Competing Offer or lead to the person
making such approach (or on whose behalf such approach is
made) making a Competing Offer, shall not constitute a breach
of this paragraph 7.3).
And in particular (without limitation):
7.4 Subject to the provisions of paragraph 4.5, I shall not offer
any Offeree Ordinary Shares to any person or accept any other
offer in respect of all or any of the Offeree Ordinary
Shares;
7.5 I shall not make any offer to acquire or acquire the whole or
any part of the issued share capital of Offeree and I shall
procure that no company which I control (as such term is
defined in Section 840 of the Income and Corporation Taxes
Act 1988), will make such an offer or acquisition; and
7.6 I shall not enter into any agreement or arrangement with any
person, whether conditionally or otherwise, to do any of the
acts referred to in this paragraph 7.2 to 7.5;
Provided always that nothing in this paragraph 7 (or elsewhere in
this letter) shall prevent me from (i) engaging in discussions
with any person or persons in connection with a Competing Offer
(as defined in paragraph 4.5), or any offer or approach which the
Board unanimously believes could be or may become a Competing
Offer or lead to the person making such approach (or on whose
behalf such approach is made) making a Competing Offer or (ii) at
any time after the Board unanimously comes to believe that any
such offer, if made, would constitute a Competing Offer,
undertaking to accept and/or recommend to shareholders, or
recommending, any such offer or allowing any such undertaking to
be referred to in any announcement of a Competing Offer.
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached
(including the reference to me);
8.2 details of this undertaking being set out in the Offer
Document and in any document filed by the Offeror with the
Securities and Exchange Commission as a result of the
transactions described herein;
8.3 this undertaking being available for inspection during the
offer period (as defined in the Code).
9. I shall supply you promptly on request with all information,
including details of my interests and dealings in securities
of Offeror and Offeree, and (to the extent that such
information is reasonably available to me) those of any other
person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document or as may be
required by the securities laws and regulations of the United
States of America for inclusion in any document filed by the
Offeror with the Securities and Exchange Commission as a
result of the transactions described herein. For the period
of 40 days following the Ordinary Offer becoming or being
declared unconditional in all respects I shall notify you
promptly of any changes to such information but in relation
to the interests and dealings of any person other than
myself, only to the extent that such changes are notified to
me.
10. In my capacity as director of Offeree, I undertake (subject
to my duties as a director of Offeree) to use all reasonable
endeavours to procure that:
10.1 the Offer Document (unless posted after the announcement of
a firm intention to make a Competing Offer, as defined in
paragraph 4.5) is accompanied by a letter from the directors
of Offeree to Offeree shareholders, in a form agreed with
Offeror (such agreement not to be unreasonably withheld or
delayed), in which the directors unanimously recommend
shareholders to vote in favour of the Special Resolution to
the extent that such recommendation is not inconsistent with
their duties as directors;
10.2 Offeree and its directors provide Offeror and its advisers
with any reasonable assistance and information, execute any
documents reasonably required by the Offeror and do anything
reasonably considered to be necessary to enable Offeror to:
(a) make the Offers in accordance with the requirements of
the London Stock Exchange, the Code and the securities
laws and regulations of the United States of America; and
(b) despatch the Offer Document promptly.
10.3 Until the Ordinary Offer becomes or is declared unconditional
in all respects, lapses or is withdrawn (or a firm intention
to make a Competing Offer, as defined in paragraph 4.5, is
made):
(a) that without prior consultation with the Offeror and, in so
far as is practicable giving due consideration to its views,
no member of the Offeree Group will enter into any
transaction outside the ordinary course of business which is
material in the context of the Offeree Group as a whole; and
(b) that without the prior consent of the Offeror:
(i) there is no amendment to the memorandum or articles of
association of any member of the Offeree Group;
(ii) there is no alteration to the authorised or issued
share capital of any member of the Offeree Group and
no options or rights granted over any such share
capital (other than pursuant to the Special
Resolution or in order to satisfy existing rights or
entitlements);
(iii) there is no amendment (other than the coming into
effect of an amendment prior to the date of this
letter which has been disclosed to the Offeror
specifically for the purposes of this letter) to the
service agreement or other arrangements with any
director of Offeree;
(iv) no member of the Offeree Group makes any acquisition
or disposal of assets of a material amount as
defined in Note 2 to rule 21 of the Code or grants
any interest over assets of a material amount; or
(v) no special resolution is proposed at any general meeting
of the Offeree (other than the Special Resolution).
11. Offeror's agreement to make the Offers is conditional on no
event occurring or becoming known to you before despatch of
the Offer Document as a result of which the Panel on
Takeovers and Mergers (the "Panel") requires or permits
Offeror not to make the Offer.
12. I agree that until the Ordinary Offer becomes or is declared
unconditional in all respects, lapses or a firm intention to
make a Competing Offer is announced and save as required by
law or the rules of the London Stock Exchange or the Code, I
shall neither for my own account nor on behalf of Offeree
(and I shall not permit any person on my behalf to) (i)
initiate, solicit or encourage, directly or indirectly, any
inquiries or the making of any proposal or offer (including,
without limitation, any proposal or offer to shareholders of
Offeree) with respect to a merger, consolidation or similar
transaction involving, or any purchase of any of the shares
of, Offeree or any purchase of any of any assets of Offeree
or any of its subsidiaries having a value in excess of L25
million (or the shares of entities holding the same) (any
such proposal or offer being hereinafter referred to as an
"Acquisition Proposal," except that "Acquisition Proposal"
shall not include any such transaction among Offeree and
Offeror, Offeree and its wholly owned subsidiaries or among
Offeree's wholly owned subsidiaries) or (ii) engage in any
negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any
person relating to an Acquisition Proposal, or (iii)
otherwise facilitate directly or indirectly any effort or
attempt to make or implement an Acquisition Proposal. I will
immediately terminate and use all reasonable endeavours to
procure (in so far as in my capacity as a Director of Offeree
I am able) that Offeree terminates any existing discussions
or negotiations with any parties conducted to-date with
respect to any Acquisition Proposal. I will promptly notify
you if any such inquiries or proposals are received by me,
any such information is requested from me, or any such
negotiations or discussions are sought to be initiated or
continued. Notwithstanding the foregoing, if Offeree receives
a Competing Offer or an offer or approach which the board of
directors of Offeree unanimously believes could be or may
become a Competing Offer or lead to the person making such
approach (or on whose behalf such approach is made) making a
Competing Offer, I will promptly notify you of such offer or
approach and I may engage in the above-mentioned, or any
other, activities.
13.1 I agree that, save as provided in paragraph 13.2 and if and
to any extent the number of Ordinary Shares in respect of
which you do obtain acceptances pursuant to the Ordinary
Offer (including excess applications) falls short of
20,000,000, I will sell to you at the time when the Ordinary
Offer becomes or is declared unconditional in all respects
and you will purchase upon the same terms per Ordinary Share
as the terms of the Ordinary Offer such additional number of
my Offeree Ordinary Shares as is equal to 18.91892 per cent
of such shortfall or, if less, 1,500,000 of such ordinary
shares. In respect of any such sale of additional Offeree
Shares, I shall receive consideration in the form of Class A
Common Stock of Offeror on the same terms (including as to
the date of settlement) as under the Ordinary Offer.
13.2 The provisions of paragraph 13.1 shall terminate upon the
announcement of a Competing Offer and shall be of no effect
at any time after the making of any such announcement.
14. This undertaking will lapse if:
14.1 the Press Announcement is not released by 8.30a.m. on 22
February, 1996;
14.2 the Offer Document is not posted to shareholders of Offeree
within 28 days (or such longer period as the Panel may agree)
after the date of the Press Announcement; or
14.3 the Ordinary Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror
and Offeror shall have no claim against me.
15. Any date, time or period referred to in this undertaking
shall be of the essence except to the extent to which I and
Offeror agree in writing to vary any date, time or period, in
which event the varied date, time or period shall be of the
essence.
16. I have been given a realistic opportunity to consider whether
or not I should give this undertaking and whether I should
receive independent advice about the nature of this
undertaking.
17. I agree that damages would not be an adequate remedy for
breach of this undertaking.
18. I acknowledge that, in connection with the Offers, C S First
Boston is acting for Offeror and for no-one else and agree
that C S First Boston will not be responsible to me for
providing the protections afforded to its customers nor for
providing advice in relation to the Offers.
19. This undertaking is governed by English law and we each
hereby submit to the exclusive jurisdiction of the High Court
of Justice in England.
20. I acknowledge that any shares of Class A Common Stock of
Offeror to be acquired by me pursuant to paragraph 13 hereof
have not been and will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold, resold or delivered directly or indirectly
in or into the United States or to, or for the account or
benefit of, a US person (as defined in Regulation 5
promulgated under the Securities Act), except pursuant to an
available exemption from registration. I also agree to be
bound by the same offering restrictions as are applicable to
shares of Class A Common Stock to be issued in the Ordinary
Partial Offer and agree to make similar representations to
the Offeror in respect of United States securities laws as if
I had signed a form of acceptance under the Ordinary Partial
Offer in respect of any Offeree Ordinary Shares sold by me
pursuant to paragraph 13.1.
Signed as a deed by )
THOMAS TRICKETT ) /s/ Thomas Trickett
in the presence of: )
/s/ R.N.F. Lee Signature of witness
R.N.F. Lee Name of witness
Addleshaw, Sons & Latham Address of witness
Dennis House, Marsden St.
Manshester
Solicitor Occupation of witness
Agreed and accepted by
/s/ Howard S. Frank
for and on behalf of
Carnival Corporation
21 February, 1996