Carnival Files 8K - Other Events

Carnival PLC (CUK) filed a Form 8K - Other Events - with the U.S Securities and Exchange Commission on February 01, 2016.

Carnival Corporation and Carnival Investments Limited, a wholly owned subsidiary of Carnival Corporation, intend to sell existing ordinary shares of Carnival plc (the "Company") that they hold in the United Kingdom equity markets ("Share Sales"). The ordinary shares will be sold from time to time in the United Kingdom in 'at the market' transactions at times when the Carnival Corporation common stock is trading at a discount to ordinary shares of the Company. Carnival Corporation and Carnival Investments Limited intend to use the net proceeds of the 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 and the Company intend to trade only where they will derive an economic benefit from the Share Sales and 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.

The offering of the ordinary shares has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on February 1, 2016. The offering is described in the Company's Prospectus dated February 1, 2016, as supplemented by a Prospectus Supplement dated February 1, 2016, as filed with the Commission on February 1, 2016.

In connection with the offering, on February 1, 2016, the Company, Carnival Corporation and Carnival Investments Limited entered into a Selling Agreement (the "Selling Agreement"), with Merrill Lynch International. The Selling Agreement contains customary representations, covenants and indemnification provisions. A copy of the Selling Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

The legality opinion of Freshfields Bruckhaus Deringer LLP is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

A press release relating to the Share Sales and Stock Swap Repurchase is attached hereto as Exhibit 99.1 and is incorporated by reference into this report.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1125259/000119312516446261/d25512d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1125259/000119312516446261/0001193125-16-446261-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

February 01, 2016 17:42 ET (22:42 GMT)

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