Exhibit 4.1
PAIRING AGREEMENT
PAIRING AGREEMENT (hereinafter called this "Agreement") dated as of April
17, 2003, among Carnival Corporation, a corporation organized under the laws of
the Republic of Panama ("Carnival"), The Law Debenture Trust Corporation
(Cayman) Limited (the "Trustee"), as trustee of the P&O Princess Special Voting
Trust, a trust formed under the laws of the Cayman Islands (the "Trust") and
SunTrust Bank (the "Transfer Agent").
WHEREAS, Carnival and P&O Princess Cruises plc, a public limited company
incorporated under the laws of England and Wales ("P&O Princess"), on the date
hereof, pursuant to an Offer and Implementation Agreement dated as of January 8,
2003, between Carnival and P&O Princess (the "Offer and Implementation
Agreement"), are establishing a dual listed company structure for the purposes
of (i) conducting their business together, (ii) treating their shareholders as
if they owned an interest in a combined enterprise and (iii) creating certain
rights for their respective shareholders in respect of their indirect interests
in the combined voting enterprise;
WHEREAS, in connection with the closing (the "Closing") of the transactions
contemplated by the Offer and Implementation Agreement, (i) concurrently with
the Closing, P&O Princess is issuing to Carnival, pursuant to the Offer and
Implementation Agreement, one Special Voting Share (the "Special Voting Share");
(ii) immediately after such issuance, Carnival is transferring the Special
Voting Share to the Trustee (the "Deposit"); (iii) immediately after the
Deposit, the Trustee is entering into a Special Voting Trust Deed, between the
Trustee and Carnival (the "Trust Deed"), which will, among other things,
establish the P&O Princess Special Voting Trust in accordance with the laws of
the Cayman Islands, and a SVE Special Voting Deed (the "SVE Special Voting
Deed") among the Trustee, DLC SVC Limited, a company incorporated in England and
Wales, Carnival, P&O Princess and, The Law Debenture Trust Corporation p.l.c., a
company incorporated in England and Wales, which will, among other things, set
forth the obligations of the Trustee with respect to the Special Voting Share;
(iv) in respect of the Deposit, the Trustee is issuing to Carnival one share of
beneficial interest (a "Trust Share") in the Trust for each outstanding share of
common stock, par value $0.01 per share, of Carnival (including any security
into which such common stock is reclassified or converted, the "Carnival Common
Stock"); and (v) immediately after receiving the Trust Shares, Carnival is
distributing (the "Distribution") a dividend to the holders of Carnival Common
Stock of one Trust Share for each share of Carnival Common Stock held as of the
record date for such dividend (the "Record Date");
WHEREAS, Carnival and the Trustee intend that (i) the Special Voting Share
be listed on the New York Stock Exchange or another national stock exchange or
automated quotation system (the "Applicable Exchange") and be publicly traded;
(ii) each Trust Share is paired with and is transferable only with one share of
Carnival Common Stock, subject to equitable adjustment in accordance with
Section 6 hereof; and (iii) one Trust Share be issued to Carnival by the Trust
for each share of Carnival Common Stock subsequently issued by Carnival, to be
represented by the certificates
representing such Carnival Common Stock and to be paired with and transferable
only with such Carnival Common Stock; and
WHEREAS, the Transfer Agent is the transfer agent and registrar for the
Carnival Common Stock and has agreed to be transfer agent and registrar for the
Trust Shares, which are to be represented by the certificates representing
shares of Carnival Common Stock in accordance with the terms hereof and of the
Trust Deed.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree:
1. On and after the date hereof (the "Effective Date"), which date shall be
promptly communicated in writing to the Transfer Agent by Carnival, and for so
long as the Trust Shares and shares of Carnival Common Stock remain outstanding:
(a) each Trust Share shall, immediately following the transfer from
Carnival to the holders of shares of Carnival Common Stock by Distribution or
otherwise, be paired with one share of Carnival Common Stock;
(b) if a share of Carnival Common Stock is transferred, one Trust Share
shall be transferred along with such share of Carnival Common Stock, and the
Transfer Agent shall cause such transfer of each security to be recorded in
Carnival's share register;
(c) each share of Carnival Common Stock shall not be transferred without
the corresponding Trust Share, and each Trust Share shall not be transferred
without the corresponding share of Carnival Common Stock;
(d) the Trust Shares and the shares of Carnival Common Stock shall not
be represented by separate instruments but shall be represented by certificates
representing the shares of Carnival Common Stock, which shall also represent the
Trust Shares, including existing certificates of Carnival Common Stock;
(e) the Transfer Agent and Carnival shall not transfer, agree to
transfer or recognize the transfer of shares of Carnival Common Stock in
registered form which do not bear the legend referenced in Section 2(b) hereof
unless the Transfer Agent has received from the transferor, either endorsed on
the certificate representing the shares of Carnival Common Stock or otherwise, a
duly completed and signed stock transfer form or stock power in writing which
shall include an agreement by such transferor that such stock transfer form or
stock power shall transfer the paired Trust Shares as well as the shares of
Carnival Common Stock and which is signed by the transferor (and not by any
agent on behalf of such transferor);
(f) the Trustee shall not issue any Trust Shares except as required
under this Agreement or the Trust Deed; and
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(g) the Trustee shall not declare or pay any distribution consisting in
whole or in part of Trust Shares, or retire, cancel, subdivide or combine such
Trust Shares, except in accordance with Sections 3, 4, 5, 6 and 7 hereof.
2. Carnival shall procure that each certificate representing shares of
Carnival Common Stock issued after the Effective Date shall:
(a) subject to the other provisions of this Section 2, take the form of
the certificate representing shares of Carnival Common Stock as of immediately
prior to the Effective Date;
(b) bear the following legend:
"THIS CERTIFICATE ALSO REPRESENTS A NUMBER OF SHARES OF BENEFICIAL INTEREST
("TRUST SHARES") IN THE P&O PRINCESS SPECIAL VOTING TRUST ("P&O PRINCESS
TRUST"), EQUAL TO THE NUMBER OF SHARES OF COMMON STOCK OF CARNIVAL CORPORATION
(THE "CARNIVAL COMMON STOCK") REPRESENTED BY THIS CERTIFICATE. THE TRUST SHARES
EACH REPRESENT AN EQUAL, ABSOLUTE, IDENTICAL, UNDIVIDED INTEREST IN THE TRUST
PROPERTY (INCLUDING A SPECIAL VOTING SHARE ISSUED BY P&O PRINCESS CRUISES PLC)
THAT IS HELD BY THE LAW DEBENTURE TRUST CORPORATION (CAYMAN) LIMITED OR ANY
SUCCESSOR THERETO, AS TRUSTEE OF THE P&O PRINCESS TRUST (THE "P&O PRINCESS
TRUSTEE"). THE TRUST SHARES ARE REPRESENTED BY THIS CERTIFICATE PURSUANT TO THE
TERMS OF A SPECIAL VOTING TRUST DEED ESTABLISHING P&O PRINCESS TRUST BETWEEN
CARNIVAL CORPORATION AND THE P&O PRINCESS TRUSTEE (THE "SPECIAL VOTING TRUST
DEED") AND A PAIRING AGREEMENT AMONG CARNIVAL CORPORATION, THE P&O PRINCESS
TRUSTEE AND SUNTRUST BANK OR ANY SUCCESSOR THERETO (THE "PAIRING AGREEMENT"),
AND THE TRUST SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TOGETHER WITH THE CARNIVAL COMMON STOCK PURSUANT TO THE PAIRING AGREEMENT. THE
P&O PRINCESS TRUST AND THE TRUST SHARES ARE SUBJECT TO AND THE TRUST SHARES ARE
ISSUED PURSUANT TO, THE SPECIAL VOTING TRUST DEED. BY ACCEPTING THE TRUST SHARES
REPRESENTED BY THIS CERTIFICATE, THE HOLDER OF THIS CERTIFICATE AGREES TO BE
BOUND BY THE PROVISIONS OF THE SPECIAL VOTING TRUST DEED. COPIES OF THE PAIRING
AGREEMENT AND THE SPECIAL VOTING TRUST DEED MAY BE OBTAINED FROM CARNIVAL
CORPORATION BY CONTACTING THE INVESTOR RELATIONS DEPARTMENT AT CARNIVAL
CORPORATION'S HEADQUARTERS LOCATED AT 0000 X.X. 00 XXXXXX, XXXXX, XXXXXXX
00000."; and
(c) be in a form that is in compliance with all applicable rules and
regulations of the Applicable Exchange.
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3. (a) On the Effective Date, the Trustee shall authorize and issue to
Carnival one Trust Share for each issued and outstanding share of Carnival
Common Stock. Carnival shall, immediately thereafter, declare a dividend of the
Trust Shares to the holders of the Carnival Common Stock (at a rate of one Trust
Share for each share of Carnival Common Stock held on the Record Date) and
promptly thereafter, make the Distribution. With respect to certificates for
shares of Carnival Common Stock outstanding as of the Record Date, the Trust
Shares shall be evidenced by such certificates registered in the names of the
holders thereof together with a copy of a summary of the terms of this Agreement
substantially in the form attached hereto as Exhibit A (the "Summary of Terms")
(provided that the certificates alone shall represent such Trust Shares if the
Summary of Terms is not attached thereto). The surrender for transfer of any
certificate representing shares of Carnival Common Stock outstanding on the
Record Date, with or without a copy of the Summary of Terms attached thereto,
shall also constitute the surrender for transfer of the Trust Shares represented
thereby.
(b) After the Effective Date, upon each issuance of additional shares of
Carnival Common Stock by Carnival, the Trustee shall authorize and issue to
Carnival a number of additional Trust Shares equal to the number of shares of
Carnival Common Stock issued by Carnival. Carnival shall thereupon immediately
transfer such additional Trust Shares to the holders of the Carnival Common
Stock arising from such issuance of additional shares of Carnival Common Stock
(at a rate of one Trust Share for each share of Carnival Common Stock arising
from such issuance of additional shares of Carnival Common Stock) and shall
issue to the holder of the Carnival Common Stock arising from such issuance a
certificate or certificates representing the number of shares of Carnival Common
Stock that such holder is entitled to receive upon such issue, which certificate
or certificates shall also represent an equivalent number of Trust Shares in
accordance with the terms hereof and of the Trust Deed.
4. On the Effective Date, the Trustee shall authorize for issuance Trust
Shares to be issued upon the conversion or exercise of any securities
convertible into shares of Carnival Common Stock or any rights, options or
warrants to purchase shares of Carnival Common Stock (collectively, "Carnival
Derivative Securities"), which were issued by Carnival prior to the Effective
Date and which have not been previously converted or exercised. Upon the
conversion or exercise of such Carnival Derivative Securities, such number of
Trust Shares equal to the number of shares of Carnival Common Stock the
exercising or converting holder of such Carnival Derivative Securities is
entitled to receive upon such exercise or conversion shall be issued to
Carnival. Carnival shall thereupon immediately transfer such additional Trust
Shares to the holders of the Carnival Common Stock arising from the conversion
or exercise of the Carnival Derivative Securities (at a rate of one Trust Share
for each share of Carnival Common Stock arising from such conversion or
exercise) and shall issue to the exercising or converting holder of such
Carnival Derivative Securities a certificate or certificates representing the
number of shares of Carnival Common Stock that such holder is entitled to
receive upon such exercise or conversion, which certificate or certificates
shall also represent an equivalent number of Trust Shares in accordance with the
terms hereof and of the Trust Deed.
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5. After the Effective Date, if Carnival notifies the Trustee that it
intends to issue Carnival Derivative Securities, the Trustee shall take such
action (including, without limitation, the authorization of the issuance of
additional Trust Shares to Carnival) as is required to be taken by it to
authorize the issuance of Trust Shares as contemplated herein, and Carnival
shall take all actions as may be necessary to permit the Trustee to effect such
action. Trust Shares shall be issued to Carnival upon the conversion or exercise
of such Carnival Derivative Securities, which Trust Shares shall be represented
by the certificates representing the shares of Carnival Common Stock issuable
upon conversion or exercise of such Carnival Derivative Securities, and Carnival
thereupon shall (i) immediately transfer the Trust Shares to the holders of the
Carnival Common Stock arising from the conversion or exercise of the Carnival
Derivative Securities (at a rate of one Trust Share for each share of Carnival
Common Stock held on the relevant record date), and (ii) issue to the exercising
or converting holder of such Carnival Derivative Securities a certificate or
certificates representing the number of shares of Carnival Common Stock that
such holder is entitled to receive upon such exercise or conversion, which
certificate or certificates shall also represent an equivalent number of Trust
Shares in accordance with the terms hereof and of the Trust Deed.
6. After the Effective Date:
(a) if Carnival declares or pays any distribution or dividend
consisting in whole or in part of shares of Carnival Common Stock, or subdivides
or combines such shares of Carnival Common Stock, then the Trustee shall effect
such corresponding issues, subdivisions or combinations of Trust Shares as are
necessary to maintain the pairing relationship of one share of Carnival Common
Stock to each Trust Share, and Carnival shall take all actions as may be
necessary to permit the Trustee to effect such corresponding issues,
subdivisions or combinations of Trust Shares;
(b) if Carnival otherwise reclassifies the shares of Carnival Common
Stock, then the Trustee shall effect such transactions as are necessary to
maintain the pairing relationship of the securities into which one share of
Carnival Common Stock was so reclassified to each Trust Share, and Carnival
shall take all actions as may be necessary to permit the Trustee to effect such
transactions; and
(c) if Carnival cancels or retires any shares of Carnival Common Stock,
then the Trustee shall cancel or retire the Trust Shares that correspond to such
cancelled or retired shares of Carnival Common Stock.
7. (a) Carnival shall procure that the number of Trust Shares to be
authorized and issued by the Trustee to Carnival from time to time under
Sections 3, 4, 5 and 6 and the time(s) at which they are to be so authorized and
issued hereof is certified in writing by a duly authorized officer of Carnival
to the Trustee prior to the time the Trust Shares to be issued are authorized
for issuance by the Trustee. The Trustee shall have no obligation to authorize
or issue Trust Shares under Sections 3, 4, 5 or 6 unless and until it has
received a certificate in accordance with this Section 7(a). The Trustee shall
rely on and act in accordance with any certificate delivered or purporting to be
delivered under this Section 7(a) without any further inquiry whatsoever and
shall not be
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responsible for any losses, liabilities, costs, damages, actions, demands or
expenses of any person or for any breach of any of the provisions of this
Agreement that may be occasioned by it acting in accordance with any such
certificate. Sections 3, 4, 5 and 6 are subject to this Section 7(a).
(b) Carnival shall procure that:
(i) the manner in which Trust Shares should be subdivided or
combined from time to time under Sections 6(a) and the time(s) at which they are
to be so subdivided or combined;
(ii) the manner in which the transaction to be carried out from
time to time under Section 6(b) and the time(s) at which such transaction should
be carried out; and
(iii) and the number of Trust Shares to be cancelled or retired from
time to time under Section 6(c) and the time at which they are to be so
cancelled or retired,
shall be certified in writing by a duly authorized officer of Carnival to the
Trustee prior to the time at which (as applicable) they are to be so subdivided,
combined, reclassified, cancelled or retired by the Trustee or at which
transactions under Section 6(b) are to be carried out. The Trustee shall have no
obligation to subdivide, combine, reclassify, cancel or retire Trust Shares
under Section 6 or carry out a transaction in accordance with Section 6(b)
unless and until it has received a certificate in accordance with this Section
7(b). The Trustee shall rely on and act in accordance with any certificate
delivered or purporting to be delivered under this Section 7(b) without any
further enquiry whatsoever and shall not be responsible for any losses,
liabilities, costs, damages, actions, demands or expenses of any person or for
any breach of any of the provisions of this Agreement that may be occasioned by
it acting in accordance with any such certificate. Section 6 is subject to this
Section 7(b).
8. Immediately following the Distribution, the Transfer Agent shall be the
transfer agent and registrar for shares of Carnival Common Stock and the Trust
Shares. Carnival may, by written notice to the Transfer Agent, replace the
Transfer Agent, and upon such written notice, the Transfer Agent shall assign
its rights and obligations under this Agreement to the successor Transfer Agent,
and all references to "Transfer Agent" in this Agreement shall refer to such
successor Transfer Agent. The Transfer Agent may resign as transfer agent for
shares of Carnival Common Stock and the Trust Shares at any time with 60 days
written notice. A resigning Transfer Agent shall assign its rights and
obligations under this Agreement to any successor Transfer Agent notified to it
by Carnival with effect from the time of its resignation. Carnival shall procure
that a successor Transfer Agent shall be appointed upon the resignation of a
Transfer Agent and that the resigning Transfer Agent's rights and obligations
under this Agreement are assigned to the successor Transfer Agent upon the
resignation of the resigning Transfer Agent. If a successor Transfer Agent is
not so appointed upon the resignation of the Transfer Agent, Carnival undertakes
to the Trustee to perform all of the
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obligations agreed to be undertaken by the Transfer Agent under this Agreement.
So long as shares of Carnival Common Stock and Trust Shares are outstanding, the
transfer agent and registrar with respect to the Trust Shares shall be the same
bank or trust company as Carnival may appoint, from time to time, for the shares
of Carnival Common Stock.
9. (a) Notwithstanding any other provision of this Agreement, the parties
agree that all action required to be taken by the Trustee for the purposes of
(i) issuing any Trust Shares or otherwise with respect to subdivisions,
combinations of, or the cancellation or retirement of any Trust Shares, or (ii)
any transactions to be carried out in accordance with Section 6(b) under this
Agreement shall be effected by the Transfer Agent and the Trustee shall have no
liability whatsoever for supervising or otherwise with respect to, any actions
(or omissions) of the Transfer Agent with respect to such matters or to take any
such actions if the Transfer Agent fails to do so.
(b) The Transfer Agent, as registrar and transfer agent for the Trust
Shares, is hereby instructed by the Trustee (i) to cause, from time to time,
such number of Trust Shares as are required to be issued under Sections 3, 4, 5
and 6 of this Agreement and as specified in an instruction from Carnival to the
Transfer Agent (a "Carnival Instruction") to be issued and registered in the
names and denominations as specified in such Carnival Instruction and (ii) to
deliver, from time to time, such Trust Shares in the manner set forth in a
Carnival Instruction.
(c) The Transfer Agent, as registrar and transfer agent for the Trust
Shares, is hereby instructed by the Trustee to cause, from time to time, the
Trust Shares to be subdivided, combined, reclassified, cancelled or retired as
required under Section 6 or to carry out such other transactions as are
necessary under Section 6(b) in respect of the Trust Shares as specified in a
Carnival Instruction.
10. Upon appointment of a successor Trustee as provided in Section 7.06 of
the Trust Deed, the predecessor Trustee shall novate its rights and obligations
under this Agreement to such successor Trustee.
11. Carnival and the Trustee intend that the P&O Princess Special Voting
Trust shall at all times be classified for U.S. federal, state and local income
tax purposes as an "investment trust" under the U.S. Internal Revenue Code of
1986, as amended, and Treasury Regulations promulgated thereunder (the "Code")
and Treasury Regulation 301.7701-4(c) and, without limitation, as a grantor
trust under Subpart E, Part I of Subchapter J of the Code pursuant to which the
Shareholders (as defined in the Trust Deed) will be considered to own the Trust
Property (as defined in the Trust Deed) for U.S. federal, state and local income
tax purposes, and not as a trust or association taxable as a corporation or as a
partnership. Notwithstanding any other provision herein, the provisions of this
Agreement shall be interpreted to further this intention and powers granted as
well as obligations undertaken pursuant to this Agreement shall be construed so
as to further such intent. No provision of this Agreement shall be of any force
or effect if such provision would result in the P&O Princess Special Voting
Trust being
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treated in a manner inconsistent with the intention of Carnival and the Trustee
as set forth in this Section 11.
12. This Agreement may be amended only by written consent of Carnival and
the Trustee, provided that any amendment which changes the duties of the
Transfer Agent will require the consent of the Transfer Agent prior to becoming
effective. This Agreement shall only terminate upon the termination of (i) the
Equalization and Governance Agreement, dated as of April 17, 2003, between
Carnival and P&O Princess, (ii) the SVE Special Voting Deed or (iii) the Trust
Deed, each in accordance with the terms thereof.
13. This Agreement is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.
14. This Agreement, the SVE Special Voting Deed and the Trust Deed
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, and supersedes all other prior agreements or undertakings
with respect thereto, both written and oral.
15. All notices, requests, claims, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered
personally, upon receipt of a transmission confirmation if sent by telecopy or
like transmission and on the next business day when sent by Federal Express,
Express Mail or other reputable overnight courier service to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
if to the Trustee of the Trust:
The Law Debenture Trust Corporation (Cayman) Limited
c/o Close Brothers (Cayman) Limited
XX Xxx 0000 XX
Xxxxxxx Xxxxx
0xx Floor, 103 South Church Street
Grand Cayman, Cayman Islands
Attention: Xxxx Xxxxxx, Manager-Fund Services and Client Accounting
Facsimile: x000 000 0000
with a copy (in order to constitute notice) to:
The Law Debenture Trust Corporation p.l.c.
Xxxxx Xxxxx, 000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Company Secretarial Dept. (IKB/ST)
Facsimile: x00(0) 00 0000 0000/0000 0000
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if to Carnival:
Carnival Corporation
0000 X.X. 00/xx/ Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxx
Facsimile: (000) 000-0000
if to the Transfer Agent:
SunTrust Bank
00 Xxxxxxxx Xxxxxx
Xxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Facsimile: (000) 000 0000
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
16. This Agreement shall be deemed to be made in, and in all respects shall
be interpreted, construed and governed by and in accordance with the laws of
Panama.
17. The parties hereto irrevocably submit to the exclusive jurisdiction of
any state or federal court sitting in the County of New York, in the State of
New York, over any suit, action or proceeding arising out of or in connection
with this Agreement. To the fullest extent they may effectively do so under
applicable law, the parties hereto irrevocably waive and agree not to assert, by
way of motion, as a defense or otherwise, any claim that they are not subject to
the jurisdiction of any such court, any objection that they may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. The parties
irrevocably consent to service of process or any other documents in connection
with proceedings in any court by facsimile transmission, personal service,
delivery at any address specified in this Agreement or any other usual address,
mail or in any other manner permitted by New York law, the law of the place of
service or the law of the jurisdiction where proceedings are instituted.
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18. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be effected, impaired or invalidated so long as the legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.
19. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, with the same effect as if the
signature, thereto and hereto were upon the same instrument.
20. Each party hereto shall execute and deliver such further instruments
and do such further acts and things as may be required to carry out the intent
and purpose of this Agreement.
21. This Agreement shall not be assignable by operation of law or
otherwise, and any purported assignment in violation of this provision shall be
void.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
The Corporate Seal of
CARNIVAL CORPORATION,
was hereunto affixed in the presence of
_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice-Chairman and Chief Operating Officer
The Common Seal of
THE LAW DEBENTURE TRUST CORPORATION (CAYMAN) LIMITED,
as Trustee, was hereunto affixed in the presence of
_____________________________________
Name:
Title:
The Corporate Seal of
SUNTRUST BANK, was hereunto
affixed in the presence of
By:
_______________________________
Name:
Title:
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Exhibit A
Summary of terms of Pairing Agreement and Special Voting Trust Deed
On April 17, 2003, Carnival Corporation ("Carnival") and P&O Princess
Cruises plc ("P&O Princess") established a dual listed company structure (the
"DLC Structure") under an Offer and Implementation Agreement (the "Offer and
Implementation Agreement") between Carnival and P&O Princess, dated as of
January 8, 2003. In connection with the establishment of the DLC Structure, P&O
Princess issued a Special Voting Share to Carnival. Carnival then transferred
the Special Voting Share to The Law Debenture Trust Corporation (Cayman) Limited
(the "Trustee") as trustee of the P&O Princess Special Voting Trust, a
newly-formed Cayman Islands trust (the "Trust"), and the Trust issued to
Carnival one share of beneficial interest (each, a "Trust Share" and together
the "Trust Shares") for each outstanding share of common stock, par value $0.01
per share, of Carnival (the "Carnival Common Stock"). The Trust Shares represent
an equal, absolute, identical, undivided interest in the property of the Trust,
including the Special Voting Share.
The Trust Shares have been distributed by Carnival as a dividend to holders
of record of the Carnival Common Stock as of April 17, 2003, in accordance with
the Offer and Implementation Agreement and the Pairing Agreement (the "Pairing
Agreement") between Carnival and the Trustee, dated as of April 17, 2003, at a
rate of one Trust Share for each share of Carnival Common Stock.
Under the Pairing Agreement:
. each Trust Share is represented by and is attached permanently to a
share of Carnival Common Stock;
. the Carnival Common Stock and the Trust Shares will trade together as
a unit on the New York Stock Exchange under Carnival's existing
symbol, "CCL";
. the certificates representing shares of Carnival Common Stock will
also represent an equivalent number of Trust Shares; and
. the transfer agent for both the Carnival Common Stock and the Trust
Shares will be SunTrust Bank and will be required to register
transfers in accordance with the Pairing Agreement.
Therefore, do not send in any certificates representing shares of Common
Stock. You do not need to send in stock certificates in order to receive the
Trust Shares. All certificates representing shares of Carnival Common Stock
issued after April 17, 2003 will bear a legend stating that those certificates
also represent Trust Shares.
The issuance of the Trust Shares will have no effect on reported earnings
per share or any other per share operating measures of Carnival. Although there
is no U.S. federal income tax authority addressing the tax consequences of a
dual listed
company transaction, Carnival believes that the distribution of the Trust Shares
should not give rise to taxable income or gain for U.S. federal income tax
purposes for U.S. holders of Carnival Common Stock. However, the Internal
Revenue Service may assert that U.S. holders of Carnival Common Stock received
taxable income as a result of the various voting and equalisation provisions
necessary to implement the DLC structure. Carnival believes that such voting and
other rights, if any, received by shareholders are expected to have only nominal
value and, therefore, the receipt of such rights by U.S. Carnival shareholders
would only result in a nominal amount of income. It is possible, however, that
the Internal Revenue Service may disagree with this conclusion. The distribution
of the Trust Shares will not change the way in which you can presently trade the
shares of Carnival Common Stock.
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