As filed with the Securities and Exchange Commission on April 17, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARNIVAL PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Carnival Cruise Lines, Inc. 1987 Stock Option Plan
Carnival Corporation 1992 Stock Option Plan
Carnival Corporation 1993 Outside Directors' Stock Option Plan
Carnival Corporation 1993 Employee Stock Purchase Plan
Carnival Corporation 2001 Outside Director Stock Option Plan
Carnival Corporation 2002 Stock Plan
(Full title of plans)
Arnaldo Perez, Esq.
Senior Vice President, General Counsel and Secretary
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(Name and address of agent for service)
(305) 599-2600
(Telephone number, including area code, of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Carnival plc, special voting share, 1 N/A N/A N/A (4)
(pound) 1.00 par value (1)
- -------------------------------------------------------------------------------------------------------------------------------
Trust shares of beneficial interest 55,143,012 (5) N/A N/A N/A (4)
in the P&O Princess Special Voting
Trust (2) (3)
- -------------------------------------------------------------------------------------------------------------------------------
(1) Represents one special voting share of Carnival plc issued to the P&O
Princess Special Voting Trust in connection with the dual listed
company transaction entered into by Carnival plc and Carnival
Corporation.
(2) Represents trust shares of beneficial interest in the P&O Princess
Special Voting Trust. In connection with the dual listed company
transaction, one trust share is paired with each share of common stock,
par value $0.01, of Carnival Corporation ("Carnival Corporation Common
Stock") and is not transferable separately from the share of Carnival
Corporation Common Stock.
(3) Each of the employee benefit plans of Carnival Corporation described
above (collectively, the "Plans") relates to restricted Carnival
Corporation Common Stock or stock options exercisable into shares of
Carnival Corporation Common Stock. Upon each issuance of shares of
Carnival Corporation Common Stock in connection with the Plans,
participants will be issued a certificate or certificates representing
both the shares of Carnival Corporation Common Stock and an equivalent
number of trust shares (which represent a beneficial interest in the
special voting share of Carnival plc).
(4) Participants in the Plans will not pay any separate consideration in
respect of the trust shares (and the beneficial interest in the special
voting share of Carnival plc) and Carnival plc will not receive any
cash or other consideration in respect of the trust shares (and the
beneficial interest in the special voting share of Carnival plc).
Accordingly, no registration fee is payable.
(5) This Registration Statement also relates to such indeterminate number
of additional trust shares (and the related beneficial interests in the
special voting share of Carnival plc) as may be issuable as a result of
stock splits, stock dividends or additional similar transactions with
respect to shares of Carnival Corporation Common Stock.
EXPLANATORY NOTE
On April 17, 2003, Carnival plc, formerly known as P&O Princess Cruises
plc (the "Company" or the "Registrant"), completed a dual listed company, or
"DLC", transaction with Carnival Corporation. As part of the DLC transaction,
the Company issued a special voting share and transferred such share to the
trustee of the P&O Princess Special Voting Trust, a trust established under the
laws of the Cayman Islands. Trust shares of beneficial interest in the P&O
Princess Special Voting Trust were transferred to Carnival Corporation. The
trust shares represent a beneficial interest in the Carnival plc special voting
share. Immediately following the transfer, Carnival Corporation distributed such
trust shares by way of a dividend to holders of shares of common stock of
Carnival Corporation ("Carnival Corporation Common Stock"). Pursuant to the
Pairing Agreement (the "Pairing Agreement"), dated as of April 17, 2003, between
Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee of the P&O Princess Special Voting Trust and SunTrust Bank, as transfer
agent, the trust shares of beneficial interest in the P&O Princess Special
Voting Trust are paired with, and evidenced by, certificates representing shares
of Carnival Corporation Common Stock on a one-for-one basis. In addition, under
the Pairing Agreement, when a share of Carnival Corporation Common Stock is
issued to a recipient after the closing of the DLC transaction, a paired trust
share will be issued at the same time to the same recipient. Each share of
Carnival Corporation Common Stock and the paired trust share may not be
transferred separately. The Carnival Corporation Common Stock and the trust
shares (including the beneficial interest in the Carnival plc special voting
share) are listed and trade together on the New York Stock Exchange under the
ticker symbol "CCL".
Upon each issuance of shares of Carnival Corporation Common Stock under
the employee benefit plans described on the cover page of this Registration
Statement (collectively, the "Plans"), participants will be issued a certificate
or certificates representing both the shares of Carnival Corporation Common
Stock and an equivalent number of trust shares (which represent a beneficial
interest in the special voting share of Carnival plc). Previously, Carnival
Corporation filed Registration Statements on Form S-8 to register the issuance
of shares of Carnival Corporation Common Stock under the Plans. Carnival plc is
filing this registration statement to register the Carnival plc special voting
share and the trust shares of beneficial interest in the P&O Princess Special
Voting Trust that may be issued in connection with the Plans.
The Section 10(a) prospectus being delivered by the Company to
participants in the Plans, as required by Rule 428 under the Securities Act of
1933, has been prepared in accordance with the requirements of Form S-8 under
the Securities Act and relates to shares of Carnival Corporation Common Stock,
the trust shares of beneficial interest in the P&O Princess Special Voting
Trust, and the Carnival plc special voting share. The information related to the
Plans required in the Section 10(a) prospectus is included in documents being
maintained and delivered by Carnival Corporation and the Company as required by
Rule 428 under the Securities Act. The Company will provide to participants in
the Plans a written statement advising them of the availability, without charge,
upon written or oral request, of documents incorporated by reference herein, as
is required by Item 2 of Part I of Form S-8.
2
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in this Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002;
2. The joint current report on Form 8-K of the Company and
Carnival Corporation, filed on April 17, 2003; and
3. The description of the Carnival plc special voting share and
the trust shares of beneficial interest in the P&O Princess Special Voting Trust
contained in the Company's Registration Statement on Form 8-A, filed on March
20, 2003 and amended on April 9, 2003 and April 11, 2003.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities registered pursuant to this Registration Statement have been sold or
which deregister all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
3
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 288 of the Company's articles of association provides, subject
to the provisions of the UK Companies Act 1985, that without prejudice to any
indemnity to which a director may otherwise be entitled, every director or other
officer of the Company or Carnival Corporation shall be indemnified out of the
assets of the Company against any liability incurred by him to the fullest
extent permitted by law. Under the UK Companies Act 1985, a UK company is not
permitted to indemnify a director or officer of the company (or any person
employed by the company as an auditor) against any liability in respect of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company. UK companies, however, may (i) purchase and maintain
liability insurance for officers and directors; and (ii) indemnify officers and
directors against any liability incurred by him either in defending any
proceedings in which judgment is given in his favour or he is acquitted, or in
connection with the court granting him relief from liability in the case of
honest and reasonable conduct.
The Company has entered into agreements with each of its directors
providing essentially the same indemnities as are described in the Company's
articles of association as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The Exhibit Index is hereby incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
4
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
5
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on April 17, 2003.
CARNIVAL PLC
By: /s/ Micky Arison
---------------------------------------
Micky Arison
Chairman of the Board of Directors and
Chief Executive Officer
Each of the undersigned directors and officers of Carnival plc hereby
severally constitutes and appoints Howard S. Frank, Gerald R. Cahill or Arnaldo
Perez, and each of them, as attorneys-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Micky Arison
- -----------------------------
Micky Arison Director, Chairman of the April 17, 2003
Board and Chief Executive
Officer (Principal Executive
Officer)
/s/ Howard S. Frank
- -----------------------------
Howard S. Frank Director, Vice-Chairman of April 17, 2003
the Board and Chief
Operating Officer
7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill
- -----------------------------
Gerald R. Cahill Senior Vice President-- April 17, 2003
Finance and Chief Financial
and Accounting Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Robert H. Dickinson
- -----------------------------
Robert H. Dickinson Director April 17, 2003
/s/ Pier Luigi Foschi
- -----------------------------
Pier Luigi Foschi Director April 17, 2003
/s/ A. Kirk Lanterman
- -----------------------------
A. Kirk Lanterman Director April 17, 2003
/s/ Peter G. Ratcliffe
- -----------------------------
Peter G. Ratcliffe Director April 17, 2003
- -----------------------------
Stuart Subotnick Director
/s/ Richard G. Capen, Jr.
- -----------------------------
Richard G. Capen, Jr. Director April 17, 2003
/s/ Arnold W. Donald
- -----------------------------
Arnold W. Donald Director April 17, 2003
8
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Baroness Hogg
- -----------------------------
Baroness Hogg Director April 17, 2003
- -----------------------------
Modesto A. Maidique Director
/s/ Sir John Parker
- -----------------------------
Sir John Parker Director April 17, 2003
- -----------------------------
Uzi Zucker Director
9
Exhibit Index
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Articles of Association of Carnival plc (incorporated by
reference to the joint current report on Form 8-K of the
Company and Carnival Corporation, filed on April 17, 2003).
4.2 Memorandum of Association of Carnival plc (incorporated by
reference to the joint current report on Form 8-K of the
Company and Carnival Corporation, filed on April 17, 2003).
4.3 Voting Trust Deed, dated April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman)
Limited, as trustee (incorporated by reference to the joint
current report on Form 8-K of the Company and Carnival
Corporation, filed on April 17, 2003).
4.4 Pairing Agreement, dated as of April 17, 2003, between
Carnival Corporation, The Law Debenture Trust Corporation
(Cayman) Limited, as trustee, and SunTrust Bank, as transfer
agent (incorporated by reference to the joint current report
on Form 8-K of the Company and Carnival Corporation, filed on
April 17, 2003).
4.5 SVE Special Voting Deed, dated as of April 17, 2003, between
Carnival Corporation, DLS SVC Limited, P&O Princess Cruises,
plc, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and The Law Debenture Trust Corporation, P.L.C.
(incorporated by reference to the joint current report on Form
8-K of the Company and Carnival Corporation, filed on April
17, 2003).
5.1 Opinion of Freshfields Bruckhaus Deringer.
5.2 Opinion of Maples and Calder.
23.1 Consent of Freshfields Bruckhaus Deringer (included with
Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of KPMG Audit plc, chartered accountants and
registered auditor.
24.1 Powers of Attorney (included on the signature pages hereof).
10
EXHIBIT 5.1
-----------
LONDON
65 Fleet Street
Carnival plc London, EC4Y 1HS
Carnival House
5 Gainsfold Street T + 44 20 7936 4000
London Direct T +
SE21 2NE F + 44 20 7832 7001
Direct F +
G4 F + 44 20 7936 3960
LDE No 23
E
www.freshfields.com
DOC ID /
OUR REF MSR/BE/SN
YOUR REF
CLIENT MATTER NO. 115283-0012
17 April 2003
Dear Sirs
Registration Statement on Form S-8
1. In connection with the above mentioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Carnival plc (previously known as
P&O Princess Cruises plc, the "Company") with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, we
have been requested to render our opinion as to the legality of the special
voting share of 1 pound in the capital of the Company that was issued as part of
the combination with Carnival Corporation plc ("Carnival") effected on 17 April
2003 through the use of a dual listed company structure (the "Special Voting
Share").
2. We are acting as English legal advisers to the Company for the purposes
of giving this opinion. In so acting, we have examined:
(i) the Registration Statement to be filed under the Act;
(ii) a certified copy of the Offer and Implementation Agreement entered into
between Carnival and the Company and dated as of 8 January 2003 (the
"Offer and Implementation Agreement");
(iii) a copy of the new Memorandum and Articles of Association of the Company
approved at the Company's extraordinary general meeting held on 16
April 2003 and in force as at 17 April 2003;
(iv) a copy of the Company's Certificate of Incorporation dated 19 July 2000
issued by the Registrar of Companies of England and Wales;
(v) a certificate dated 17 April 2003 issued by the Registrar of Companies
of England and Wales (the "Certificate of Good Standing") certifying
that:
"The Company was incorporated under the Companies Act 1985 as
a public company on 19th July 2000. According to the documents
on the
LB754431/6+ 000000-0000 DM
file of the company in the custody of the Registrar of
Companies, the company has been in continuous and unbroken
existence since the date of its incorporation. No action is
currently being taken by the Registrar of Companies for
striking the company off the register and dissolving it as
defunct, and as far as the Registrar is aware: -
(a) the company is not in liquidation or subject to an
administration order, and
(b) no receiver or manager of the company's property has been
appointed";
(vi) an extract of minutes of a meeting of the Board of the directors of the
Company held on 11 March 2003 authorising the issue and allotment of
the Special Voting Share to Carnival plc at or prior to Closing (as
defined in the Offer and Implementation Agreement); and
(vii) a certificate issued to us by the Company Secretary dated 17 April
2003,
and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.
3. In considering the above documents and rendering this opinion we have
with your consent and without any further enquiry assumed:
(a) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us whether as originals or
copies;
(b) the conformity to originals of all documents supplied to us as
photocopies or facsimile copies;
(c) that each of the statements contained in a certificate of the Company
Secretary dated 17 April 2003 is true and correct as at the date
hereof;
(d) that the information revealed by our search on the date of this letter
(carried out by us or by ICC Information Ltd. on our behalf) of the
public documents of the Company kept at the Registrar of Companies of
England and Wales was accurate in all respects and has not since the
time of such search been altered;
(e) that the information revealed by our oral enquiry on the date of this
letter of the Central Registry of Winding up Petitions was accurate in
all respects and has not since the time of such enquiry been altered;
(f) that the Certificate of Good Standing dated 17 April 2003 and issued by
the Registrar of Companies of England and Wales was validly issued and
accurate in all respects; and
(g) the meeting of the board of directors of the Company to authorise the
issue and allotment of the Special Voting Share was properly convened,
quorate and properly held and the extract of the minutes of that
meeting referred to in 2(vi)
LB754431/6+ 000000-0000 Page 2
above is a true and accurate description of the resolution passed at
that meeting and the resolution remains in force and has not been
revoked.
4. Based and relying solely upon the foregoing, we confirm that, in our
opinion:
(i) The Company is duly incorporated and the Registrar of Companies of
England and Wales has issued the Certificate of Good Standing on 17
April 2003.
(ii) The Special Voting Share has been duly authorized and validly issued in
accordance with the Offer and Implementation Agreement and is fully
paid and non-assessable.
For the purposes of the opinion, we have assumed that the term "non-assessable"
in relation to the Special Voting Share means under English law that the holder
of such share, in respect of which all amounts due on such share as to the
nominal amount and any premium thereon have been fully paid, will be under no
further obligation to contribute to the liabilities of the Company solely in its
capacity as holder of such share.
This opinion is limited to English law as currently applied by the English
courts and is given on the basis that it will be governed by and construed in
accordance with current English law. Accordingly, we express no opinion with
regard to any system of law other than the law of England as currently applied
by the English courts.
We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.
This opinion is given to you for your benefit and for the purposes of the
Registration Statement to be filed under the Act.
Yours faithfully
/s/ Freshfields Bruckhaus Deringer
- ----------------------------------
LB754431/6+ 000000-0000 Page 3
EXHIBIT 5.2
-----------
MAPLES and CALDER
Cayman Europe Asia
P&O Princess Cruises PLC
77 New Oxford Street,
London, WC1A 1PP
United Kingdom
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
17th April, 2003
Dear Sirs
P&O PRINCESS SPECIAL VOTING TRUST
---------------------------------
1 We have acted as Cayman Islands counsel to The Law Debenture Trust
Corporation (Cayman) Limited (the "Trustee") in connection with:
(1) the voting trust deed (the "Trust Deed") dated 17th April,
2003 by and between Carnival Corporation, a Panamanian
corporation, (the "Depositor") and the Trustee, pursuant to
which the Depositor and the Trustee established the P&O
Princess Special Voting Trust, a Cayman Islands law trust (the
"Trust") and pursuant to which shares of beneficial interest
in the Trust (the "Trust Shares") are to be issued and the
initial trust property of which is the P&O Princess Special
Voting Share (the "Initial Property"); and
(2) the registration statement on Form S-8, including all
amendments or supplements thereto ("Form S-8"), filed with the
Securities and Exchange Commission on 17th April, 2003 under
the Securities Act of 1933, as amended (the "Registration
Statement") relating to, among other things, 55,143,012 Trust
Shares to be issued pursuant to certain employee benefit plans
of Carnival Corporation referred to in the Form S-8 (the
"Plans").
2 We are furnishing this opinion as Exhibit 5.2 to the Registration
Statement.
3 Other terms used but not defined in this letter are used as defined in
the Registration Statement or the Trust Deed.
PO Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands
Telephone: (345) 949 8066 Facsimile: (345) 949 8080
Email: info@maplesandcalder.com
www.maplesandcalder.com
MAPLES and CALDER
Cayman Europe Asia
To: P&O Princess Cruises PLC, Carnival Corporation 17th April, 2003
Re: P&O Princess Special Voting Trust Page 2 of 3
4 For the purposes of this opinion, we have reviewed only originals,
copies or final drafts of the following documents:
(1) the Trust Deed; and
(2) the Form S-8.
5 This opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion.
This opinion relates only to the laws of the Cayman Islands in force on
the date of this opinion. We have relied on the following assumptions,
which we have not independently verified.
(1) The Trust Deed will be authorised and duly executed and
delivered by or on behalf of the Depositor in accordance with
all relevant laws.
(2) The Trust Deed will be legal, valid, binding and enforceable
against the Depositor and the Trustee in accordance with its
terms under all relevant laws other than the laws of the
Cayman Islands.
(3) Copy documents, conformed copies or drafts of documents
provided to us are true and complete copies of, or in the
final forms of, the originals.
(4) All signatures, initials and seals are genuine.
(5) The power, authority and legal right of the Depositor and the
Trustee under all relevant laws and regulations to enter into,
execute, deliver and perform their respective obligations
under the Trust Deed (other than the Trustee under the laws of
the Cayman Islands).
(6) There is nothing under any law (other than Cayman Islands law)
that would or might affect the opinions in this letter.
Specifically, we have made no independent investigation of the
laws of England and Wales, the Republic of Panama or the
States of New York or Florida.
6 Based on the foregoing and subject to the qualifications set out below
and having regard to such legal considerations as we consider relevant,
we are of the opinion that:
(1) The Trust is duly established and constitutes a validly
existing trust under the laws of the Cayman Islands.
(2) The Trust Shares to be issued as contemplated under the Plans
have been duly authorised for issuance in accordance with the
provisions of the Trust Deed and,
MAPLES and CALDER
Cayman Europe Asia
To: P&O Princess Cruises PLC, Carnival Corporation 17th April, 2003
Re: P&O Princess Special Voting Trust Page 3 of 3
on the relevant entries being made in the Share Register, the
Trust Shares will constitute validly issued, fully paid and
non-assessable Trust Shares and, in respect of such Trust
Shares, the registered holders will have the rights
attributable thereto as set forth in the Trust Deed.
7 The opinions expressed above are subject to the following
qualifications.
(1) Nominal Cayman Islands stamp duty of CI$40 (US$48) may be
payable if the original Trust Deed is brought to or executed
in the Cayman Islands.
(2) The obligations of the Trustee may be subject to restrictions
pursuant to United Nations sanctions as implemented under the
laws of the Cayman Islands.
(3) All the beneficiaries under the trust may together terminate
the Trust notwithstanding anything to the contrary in the
Trust Deed.
8 We express no view as to whether the terms of the Trust Deed represent
the intentions of the parties and make no comment with regard to the
representations that may be made by the Depositor or the Trustee.
9 This opinion is given today and may not be relied on at any later date.
This opinion is given for your benefit for the purposes of the
Registration Statement to be filed under the Securities Act of 1933, as
amended.
10 We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are
in the category of persons whose consent is required under the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission thereunder.
Yours faithfully
/s/ Maples and Calder
- ---------------------
MAPLES AND CALDER
- -----------------
EXHIBIT 23.3
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INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report dated 6 February 2003, with respect to the
consolidated balance sheets of P&O Princess Cruises plc as of 31 December 2002
and 2001, and the related consolidated profit and loss accounts, cash flow
statements, statements of total recognised gains and losses and reconciliation
of movements in consolidated shareholders' funds for each of the years in the
three-year period ended 31 December 2002, incorporated by reference in the
registration statement on Form S-8 of Carnival plc (formerly P&O Princess
Cruises plc). Our report refers to the adoption of FRS19 Deferred Tax.
/s/ KPMG Audit Plc
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KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
17 April 2003