EX-99.2 6 dex992.txt NOTICE OF GUARANTEED DELIVERY Exhibit 99.2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In considering what action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, attorney, accountant or other independent financial adviser. If you have sold or otherwise transferred all your American Depositary Shares ("P&O Princess ADSs") of P&O Princess Cruises plc ("P&O Princess"), please pass this document and all accompanying documents as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED IN OR INTO AUSTRALIA, CANADA OR JAPAN. NOTICE OF GUARANTEED DELIVERY to accept the offer for American Depositary Shares evidenced by American Depositary Receipts of P&O PRINCESS CRUISES PLC pursuant to the Partial Share Offer document dated . , 2003 by CARNIVAL CORPORATION THE PARTIAL SHARE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., LONDON TIME, 12:00 NOON, NEW YORK CITY TIME, ON . , 2003, UNLESS THE PARTIAL SHARE OFFER IS EXTENDED. As set out in "Procedures for tendering P&O Princess ADSs" in Part D of Appendix I to the Partial Share Offer document dated . , 2003 (as amended or supplemented, the "Offer Document"), this form or one substantially equivalent hereto must be used for acceptance of the Partial Share Offer in respect of P&O Princess ADSs if American Depositary Receipts evidencing P&O Princess ADSs ("P&O Princess ADRs") are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the U.S. Exchange Agent while the Partial Share Offer remains open for acceptance. Such form may be delivered by hand, transmitted by facsimile or mailed to the U.S. Exchange Agent and must include a signature guarantee by an Eligible Institution (as defined in the Offer Document) in the form set out herein. See "Procedures for tendering P&O Princess ADSs--Guaranteed delivery procedures" in paragraph (h) of Part D of Appendix I to the Offer Document. To: Computershare Trust Company of New York By Mail: By Facsimile Transmission: By Hand Or Overnight Courier: 88 Pine Street (212) 701-7636 [Address] 19/th/ floor New York, New York 10005 For Confirmation Only Telephone: [Telephone]
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO CARNIVAL CORPORATION WILL NOT BE FORWARDED TO THE U.S. EXCHANGE AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE U.S. EXCHANGE AGENT. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (i.e. a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Program or the Stock Exchange Medallion Program), under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Acceptance of the Partial Share Offer in respect of P&O Princess ordinary shares (except insofar as they are represented by P&O Princess ADSs) may not be made with this Notice of Guaranteed Delivery and pursuant to the guaranteed delivery procedures. Capitalized terms and certain other terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Offer Document. Ladies and Gentlemen: The undersigned hereby tenders to Carnival Corporation, a Panamanian corporation ("Carnival"), upon the terms and subject to the conditions set forth in the Offer Document, and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of P&O Princess ADSs evidenced by P&O Princess ADRs pursuant to the guaranteed delivery procedures set out in "Procedures for tendering P&O Princess ADSs--Guaranteed delivery procedures" in paragraph (h) of Part D of Appendix I to the Offer Document. ---------------------------------------------------- ---------------------------------------------- Number of P&O Princess ADSs:_____________________ Name(s) of Record Holders:__________________ P&O Princess ADR Nos. (if available):____________ ____________________________________________ _________________________________________________ ____________________________________________ Please Print _________________________________________________ Address(es):________________________________ [_] Check box if P&O Princess ADSs will be tendered by book-entry transfer. ____________________________________________ Zip Code Name of Tendering Institution:___________________ Company Area Code _________________________________________________ and Tel. No.:_______________________________ Account Number:__________________________________ Area Code and Tel. No.:_____________________ Dated: ____________________, ____________________ Signature(s):_______________________________ ____________________________________________ ---------------------------------------------------- ----------------------------------------------
ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED. This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on P&O Princess ADRs or on a security position listing as the owner of P&O Princess ADSs, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Please print name(s) and address(es) Name(s):_______________________________________________________________________ _______________________________________________________________________________ Capacity:______________________________________________________________________ _______________________________________________________________________________ Address(es):___________________________________________________________________ _______________________________________________________________________________ 3 GUARANTEE (Not to Be Used for Signature Guarantee) The undersigned, a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program, hereby guarantees that the undersigned will deliver to the U.S. Exchange Agent either the P&O Princess ADRs evidencing the P&O Princess ADSs tendered hereby, in proper form for transfer, or a book-entry confirmation of the transfer of such P&O Princess ADSs into the U.S. Exchange Agent's account at the Book-Entry Transfer Facility, in any such case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message and any other required documents, all within three New York Stock Exchange business days after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the U.S. Exchange Agent and must deliver the Letter of Transmittal and P&O Princess ADSs evidenced by P&O Princess ADRs to the U.S. Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: _____________________________________ __________________________ Authorized Signature Address: __________________________________________ __________________________ Title ___________________________________________________ Name: ____________________ Zip Code Please Print Area Code and Tel. No.: ___________________________ Date: ____________ , NOTE: DO NOT SEND P&O PRINCESS ADSs WITH THIS FORM. P&O PRINCESS ADSs SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 4