333-12626
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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P & O PRINCESS CRUISES PLC
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
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England and Wales
(Jurisdiction of Incorporation or organization of Issuer)
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JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone number of depositary's
principal offices)
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CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212)894-8600
(Address, including zip code, and telephone number of agent for service)
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With copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466
[_] immediately upon filing [X] on April 21, 2003 at 8:30 a.m.
If a separate registration statement has been filed to register the deposited
shares, check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registra-
Securities to be Registered Registered Unit Price tion Fee
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American Depositary Shares
evidenced by American Depositary
Receipts, each American
Depositary Share representing
one ordinary share of Carnival plc N/A N/A N/A N/A
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This Post-Effective Amendment to Registration Statement on Form F-6 may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument.
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The Prospectus consists of the form of American Depositary Receipt ("ADR")
included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to
this Post-Effective Amendment to Registration Statement on Form F-6, which is
incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
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1. Name of depositary and Face, introductory paragraph
address of its principal and final sentence on face.
executive office
2. Title of ADR and identity Face, top center and
of deposited securities introductory paragraph
Terms of Deposit
(i) The amount of deposited Face, upper right corner
securities represented by and introductory
one unit of ADRs paragraph
(ii) The procedure for voting, Reverse, paragraph (3)
if any, the deposited
securities
(iii) The collection and Face, paragraphs (4), (5) and
distribution of dividends (8); Reverse, paragraph (1)
(iv) The transmission of Face, paragraph (11);
notices, reports and Reverse, paragraphs (3) and (5)
proxy soliciting material
(v) The sale or exercise of Face, paragraphs (4) and (7);
rights Reverse, paragraph (1)
(vi) The deposit or sale of Face, paragraphs (3) and (7);
securities resulting from Reverse, paragraphs (1) and
dividends, splits or plans and (4)
of reorganization
(vii) Amendment, extension or Reverse, paragraphs (9)
termination of the deposit and (10) (no provision
agreement for extension)
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Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
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(viii) Rights of holders of ADRs Reverse, paragraph (5)
to inspect the transfer books
of the Depositary and the
lists of holders of ADRs
(ix) Restrictions upon the right Face, paragraphs (1), (2),
to deposit or withdraw the (4) and (5)
underlying securities
(x) Limitation upon the liability Reverse, paragraph (7)
of the Depositary and/or the
Company
3. Description of all fees and Face, paragraph (8)
charges which may be imposed
directly or indirectly against
the holders of ADRs
Item 2. AVAILABLE INFORMATION
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
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2(b) Statement that the foreign Face, paragraph (11)
issuer is subject to the
periodic reporting requirements
of the Securities Exchange Act
of 1934 and, accordingly, files
certain reports with the
Securities and Exchange
Commission
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement dated as of April , 2003
among Carnival PLC, JPMorgan Chase Bank, as depositary (the "Depositary"), and
all holders from time to time of ADRs issued thereunder (the "Deposit
Agreement").
(b) Any other agreement, to which the Depositary is a party, relating to
the issuance of the Depositary Shares registered hereby or custody of the
deposited securities represented thereby. - None.
(c) Any material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at any time
within the last three years. - None.
(d) Opinion of counsel to the Depositary, as to the legality of the
securities to be registered. *
(e) Certification under Rule 466.
(f) Powers of Attorney - None.
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*Previously filed
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the issuer of the deposited
securities which are both (1) received by the Depositary as the holder of the
deposited securities; and (2) made generally available to the holders of the
underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount of any
fee charged and describing the service for which it is charged and to deliver
promptly a copy of such fee schedule without charge to anyone upon request. The
Depositary undertakes to notify each registered holder of an ADR thirty days
before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, certifies that it has reasonable grounds to believe that all of the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on April 14, 2003.
Legal entity created by the form of Deposit
Agreement for the issuance of ADRs evidencing
American Depositary Shares
By: JPMORGAN CHASE BANK, in its capacity as
Depositary
By: /s/ Jordana Chutter
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Name: Jordana Chutter
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, P & O Princess
Cruises PLC certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized on April 14, 2003.
P & O PRINCESS CRUISES PLC
By: /s/ Nicholas L. Luff
------------------------------------
Name: Nicholas L. Luff
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to Registration Statement on Form F-6 has been signed by the following
persons in the capacities indicated on April 14, 2003.
Name Title
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* Chairman of the Board
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The Lord Sterling of Plaistow CBE
* Chief Executive Officer and Director
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Peter Ratcliffe
* Deputy Chairman of the Board and Director
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Sir John Parker
Chief Financial Officer and Director
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Nicholas L. Luff
/s/ Colin Rumble Group Financial Controller
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Colin Rumble
* Non-Executive Director
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for Peter Foy
* Non-Executive Director
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for Baroness Hogg
/s/ Horst Rahe Non-Executive Director
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Horst Rahe
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* Authorized Representative in
---------------------------------- the United States
Mona Ehrenreich
*By: /s/ Nicholas L. Luff
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Nicholas L. Luff
Power-of-Attorney
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Index to Exhibits
Sequentially
Exhibit Numbered
Number Page
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(a) Form of Amended and Restated Deposit Agreement.
(e) Rule 466 Certification
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