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 -
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.
Contact:
P&O Princess Cruises plc
Caroline Keppel-Palmer +44 20 7805 1214
+44 7730 732015
Brunswick
Sophie Fitton +44 20 7404 5959
Website www.poprincesscruises.com
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