Exhibit 99.2
17 April 2003
CARNIVAL CORPORATION AND P&O PRINCESS CRUISES PLC
PARTIAL SHARE OFFER: CORRECTION
Due to an error by the receiving agents, an element of the information announced
earlier today in relation to the Partial Share Offer was incorrect. Revised
details relating to the Partial Share Offer and the scaling back of acceptances
are stated below.
Following completion of the DLC transaction, the Partial Share Offer is now
wholly unconditional and is no longer open for acceptance. Acceptances have been
received in respect of 420,245,039 P&O Princess shares, representing
approximately 61 per cent. of the issued share capital of P&O Princess.
Acceptances of the Partial Share Offer by P&O Princess shareholders which are
valid in all respects (or are deemed to be valid), will be met in full to the
extent they are made in respect of up to 20 per cent. of the relevant P&O
Princess shareholder's registered holding of P&O Princess shares. Shareholders
will therefore receive 0.3004 Carnival Corporation shares for each P&O Princess
share tendered up to this level. Acceptances by P&O Princess shareholders, to
the extent they are made in respect of more than 20 per cent. of the relevant
P&O Princess shareholder's registered holding of P&O Princess shares have been
scaled back pro rata. For acceptances in respect of more than 20 per cent. of
their holding, acceptances have been scaled back by a proration factor of
0.145535 (rather than 0.162323, as previously stated). Therefore, P&O Princess
shareholders will receive approximately 0.0437 (rather than 0.0488, as
previously stated) Carnival Corporation shares for each P&O Princess share
tendered in respect of more than 20 per cent. of their holding. The registered
holding of P&O Princess shares for the purposes of determining acceptances was
taken as at 10:00 a.m., London time, on 17 April 2003.
Settlement of the consideration due to Carnival plc shareholders who have
validly accepted the Partial Share Offer will be effected by 1 May 2003. Any P&O
Princess shares tendered for the Partial Share Offer but not accepted will be
returned by that date.
Enquiries:
Carnival Telephone: +1 305 599 2600
Tim Gallagher
P&O Princess Cruises plc Telephone: +44 20 7404 5959
Sophie Fitton (Brunswick)
Terms used in this announcement have the same meaning as in the announcement
dated 8 January 2003.
The directors of Carnival Corporation and P&O Princess accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of the directors of Carnival Corporation and 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.
Merrill Lynch International and UBS Ltd., a subsidiary of UBS AG, are acting as
joint financial advisors and joint corporate brokers exclusively to Carnival
Corporation 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 Corporation for providing
the protections afforded to clients respectively of Merrill Lynch International
and UBS Ltd. as the case may be or for providing advice in relation to the
Carnival DLC transaction and the Partial Share Offer.
Citigroup Global Markets Limited ("Citigroup") 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 Citigroup or Credit Suisse
First Boston (Europe) Limited or for providing advice in relation to the matters
referred to herein.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain statements in this announcement constitute "forward-looking statements"
within the meaning of the US Private Securities Litigation Reform Act of 1995.
Carnival Corporation and P&O Princess have 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 the Combined Group's net revenue yields, booking levels,
pricing, occupancy or business prospects, involve known and unknown risks,
uncertainties and other factors, which may cause the Combined Group'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. These factors include, but are not limited to:
achievement of expected benefits from the DLC transaction; risks associated with
the combination of the two companies' businesses by means of the DLC structure;
liquidity and index inclusion as a result of the implementation of the DLC
structure, including a possible mandatory exchange; risks associated with the
uncertainty of the tax status of the DLC structure; general economic and
business conditions which may impact levels of disposable income of consumers
and the net revenue yields for the cruise brands of the Combined Group;
conditions in the cruise and land-based vacation industries, including
competition from other cruise ship operators and providers of other vacation
alternatives and increases in capacity offered by cruise ship and land-based
vacation alternatives; the impact of operating internationally; the
international political and economic climate, armed conflict, terrorist attacks
and other world events and negative publicity and their impact on the demand for
cruises; accidents and other incidents at sea affecting the health, safety,
security and vacation satisfaction of passengers; the ability of the Combined
Group to implement their shipbuilding programs and brand strategies and to
continue to expand their businesses worldwide; the ability of the Combined Group
to attract and retain shipboard crew; the ability to obtain financing on terms
that are favorable or consistent with the Combined Group's expectations; the
impact of changes in operating and financing costs, including changes in foreign
currency and interest rates and security, fuel, food and insurance costs;
changes in the tax, environmental and other regulatory regimes under which each
company operates; and the ability of a small group of shareholders effectively
to control the outcome of shareholder voting.
These risks may not be exhaustive. The Combined Group operates in a continually
changing business environment, and new risks emerge from time to time. Carnival
Corporation and P&O Princess cannot predict such risks nor can they assess the
impact, if any, of such risks on their 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. Carnival
Corporation and P&O Princess undertake no obligation publicly to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.