Carnival Corporation has announced that Carnival Corporation and Carnival Investments Limited, a wholly owned subsidiary of Carnival Corporation, intend to sell existing Carnival plc ordinary shares that they hold in the UK market.
The ordinary shares will be sold from time to time in the UK in "at the market" transactions at times when the Carnival Corporation common stock is trading at a discount to Carnival plc shares. Carnival Corporation & plc intends to use the net proceeds of the Carnival plc Share Sales to repurchase Carnival Corporation common stock on at least an equivalent basis in the U.S. market ("Stock Swap Repurchase"), and to use the remaining net proceeds, if any, for general corporate purposes. Carnival Corporation & plc only intends to trade where it will derive an economic benefit from the Carnival plc Share Sales and Carnival Corporation Stock Swap Repurchase program.
Depending upon market conditions, Carnival Corporation and Carnival Investments Limited over time will sell up to 26,900,000 ordinary shares of Carnival plc in this program. Under the terms of the articles of association of Carnival plc the ordinary shares sold by Carnival Corporation and Carnival Investments Limited will, once held outside of the Carnival Corporation group, become re-enfranchised for voting purposes.
Carnival plc has filed a registration statement on Form S-3ASR (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") in relation to the Share Sales program, for U.S. regulatory purposes.