SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
P&O PRINCESS CRUISES PLC
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a - 16 OR 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of
December 2002
Not Applicable
(Translation of registrant's name into English)
77 New Oxford Street, London WC1A 1PP
(Address of principal executive offices)
Indicate by check mark whether the registrant files or
will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F ___
Indicate by check mark whether the registrant by
furnishing the information contained in this form is also
thereby furnishing the information to the Commission
pursuant to Rule 12g3 - 2(b) under the Securities
Exchange Act of 1934
Yes ____ No X
If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with
Rule 12g3 - 2(b) 82 -
FORM 8.1/8.3
Lodge with a RIS or Newstrack and the Takeover Panel. Use separate form for each
class of securities in which dealings have been made.
Date of disclosure...19 December 2002
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing ......18 December 2002....
Dealing in ..P&O Princess Cruises plc......................(name of company)
(1) Class of securities (eg ordinary shares) ......Ordinary Shares..........
(2) Amount bought Amount sold Price per unit
11,366,415 445p per share
(3) Resultant total of the same class owned or controlled
(and percentage of class) .........See attached.................. ( %)
(4) Party making disclosure ......Deutsche Seereederei GmbH..
(5) EITHER (a) Name of purchaser/vendor (Note 1) ...Commerzbank AG..
OR (b) If dealing for discretionary client(s), name of fund
management organisation
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf) ...(3)....
If category (8), explain ................................................
.........................................................................
.....................................................
(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or
more of the class of relevant securities dealt in) YES/NO
Signed, for and on behalf of the party named in (4) above .....................
(Also print name of signatory) .Manfred Schroder...... ................
Telephone and extension number ............... 0049 381 458 4060................
______________________________________
Note 1. Specify owner, not nominee or vehicle company. If relevant,
also identify controller of owner, eg where an owner normally acts on
instructions of a controller.
Note 2. Disclosure might be made for more than one reason; if so,
state all reasons.
Note 3. Specify which offeror if there is more than one.
Note 4. When an arrangement exists with any offeror, with the
offeree company or with an associate of any offeror or of the offeree
company in relation to relevant securities, details of such arrangement
must be disclosed, as required by Note 6 on Rule 8.
Note 5. It may be necessary, particularly when disclosing derivative
transactions, to append a sheet to this disclosure form so that all
relevant information can be given.
Note 6. In the case of an average price bargain, each underlying
trade should be disclosed.
For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. E-mail:monitoring@disclosure.org.uk
DEFINITION OF ASSOCIATE
It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree company in an
offer and who have (in addition to their normal interests as shareholders) an
interest or potential interest, whether commercial, financial or personal, in
the outcome of the offer.
Without prejudice to the generality of the foregoing, the term associate will
normally include the following:-
(1) an offeror's or the offeree company's parent, subsidiaries and
fellow subsidiaries, and their associated companies, and companies of which
such companies are associated companies (for this purpose ownership or
control of 20% or more of the equity share capital of a company is regarded
as the test of associated company status);
(2) banks and financial and other professional advisers (including
stockbrokers)* to an offeror, the offeree company or any company covered in
(1), including persons controlling#, controlled by or under the same control
as such banks, financial and other professional advisers;
(3) the directors (together with their close relatives and related
trusts) of an offeror, the offeree company or any company covered in (1);
(4) the pension funds of an offeror, the offeree company or any company
covered in (1);
(5) any investment company, unit trust or other person whose investments
an associate manages on a discretionary basis, in respect of the relevant
investment accounts;
(6) a person who owns or controls 5% or more of any class of relevant
securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued
by an offeror or an offeree company, including a person who as a result of
any transaction owns or controls 5% or more. When two or more persons act
pursuant to an agreement or understanding (formal or informal) to acquire or
control such securities, they will be deemed to be a single person for the
purpose of this paragraph. Such securities managed on a discretionary basis
by an investment management group will, unless otherwise agreed by the
Panel, also be deemed to be those of a single person (see Note 8 on Rule 8);
and
(7) a company having a material trading arrangement with an offeror or
the offeree company.
Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).
8. Other.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.
# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
Notes
* References to a "bank" do not apply to a bank whose sole relationship
with a party to an offer is the provision of normal commercial banking
services or such activities in connection with the offer as confirming that
cash is available, handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer if the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will
not normally apply.
# The normal test for whether a person is controlled by, controls or is
under the same control as another person will be by reference to the
definition of control contained in the Code. There may be other
circumstances which the Panel will regard as giving rise to such a
relationship (eg where a majority of the equity share capital is owned by
another person who does not have a majority of the voting rights); in cases
of doubt, the Panel should be consulted.
P&O Princess Cruises plc ("P&O Princess")
Director's Interests in Shares
On 19 December 2002, P&O Princess was notified by Horst Rahe, a director of P&O
Princess, that Deutsche Seereederei GmbH ("DS"), a company wholly-owned by Mr
Rahe and his family, entered into a share sale agreement (the "Agreement") with
Commerzbank AG ("Commerzbank") on 18 December 2002 for German tax-planning
purposes. The Agreement is in respect of the 11,366,415 ordinary shares of P&O
Princess owned by DS (the "Shares") which comprise 1.64% of the total of, and
the whole of Mr Rahe's interest in, the issued share capital of P&O Princess. It
will result in DS disposing of its interest in the Shares on 23 June 2003, or
earlier if it so elects, but until then, through DS, Mr Rahe retains full
economic interest in the Shares.
Under the Agreement, on 18 December 2002, DS transferred the Shares to
Commerzbank for GBP50,580,547 (GBP4.45 per share). At the same time, DS entered
into a total return swap agreement with Commerzbank under which the Shares will
be valued on 23 June 2003 or earlier, if DS so elects (the "Valuation Date").
To the extent that the valuation of the Shares on the Valuation Date (the
"Final Price") exceeds GBP4.478 per share (the "Initial Price"), Commerzbank
will pay the difference to DS. Conversely, if the Final Price is less than the
Initial Price, DS will pay the difference to Commerzbank. Any dividends
receivable in respect of the Shares prior to the Valuation Date will be for the
benefit of DS.
In the event that the Board of P&O Princess convenes an Extraordinary General
Meeting ("EGM") and recommends shareholders to vote in favour of the proposed
dual listed company transaction with Carnival Corporation, the Valuation Date
will not be earlier than the EGM. Furthermore, Commerzbank has irrevocably
agreed with P&O Princess that at the EGM it will exercise the votes attaching to
the Shares it then holds in accordance with the Board's recommendation to
shareholders.
P&O Princess was also notified that DS, in a related transaction on 18 December
2002, assigned its right to receive deferred consideration from P&O Princess
Cruises International Limited ("POPCIL"), in respect of the purchase by POPCIL
of Aida Cruises Limited pursuant to a sale and purchase agreement dated 25
September 2000, to Paradies Touristik AG ("PT"). PT is a Swiss company also
wholly-owned by Mr Rahe and his family.
Commerzbank advised DS on the financial aspects of the Agreement.
SIGNATURE
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
P&O PRINCESS CRUISES PLC
Date: December 19, 2002 By: /s/ Simon Pearce
Name: Simon Pearce
Title: Company Secretary