Carnival Corporation & plc Announces Extension of Sale of Carnival Corporation Ordinary Shares and Carnival plc Share Purchase Program
MIAMI, January 31, 2022 /PRNewswire/ — About June 28, 2021Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) announced (the “Previous Announcement”) that Carnival Corporation has filed a prospectus supplement with the United States Securities and Exchange Commission (the “Commission “), pursuant to which it may offer and sell common stock (the “Shares”) through its agent, BofA Securities, Inc. (the “Agent”), with an aggregate offering price of up to up to $500 million, from time to time through an “at-the-market” share offering program (the “Offering”). As described in the previous announcement, Carnival Corporation intends to use the net proceeds of the offering to purchase an equivalent number of ordinary shares of Carnival plc (the “Share Purchase Program”) and to Use the remaining net proceeds, if any, of the Offer for general corporate purposes.
The previous announcement indicated that the share purchase program was to end no later than January 31, 2022. Today, Carnival Corporation & plc announce an extension of the share purchase program until April 30, 2022under the same conditions.
PJT Partners continues to serve as independent financial advisor to Carnival Corporation and Carnival plc.
All ordinary shares of Carnival plc purchased under the share purchase program will be held by Carnival Corporation in accordance with the terms of Carnival plc’s articles of association and will have no voting rights while held by Carnival Corporation or its subsidiaries. None of the ordinary shares purchased from Carnival plc will be canceled or held as treasury shares.
The offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File Nos. 333-252433 and 333-252433-01) filed by Carnival Corporation and Carnival plc with the Commission on January 26, 2021. The terms of the Offer are described in the prospectus dated January 26, 2021as supplemented by the prospectus supplement of the June 28, 2021.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement (as defined below) and there will be no sale of such shares in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. In connection with the Offer, on June 28, 2021, Carnival Corporation and Carnival plc entered into a sales agreement (the “Sales Agreement”) with the Agent. The Sales Agreement contains customary representations, covenants and indemnification provisions. A copy of the contract of sale is attached as Exhibit 1.1 to the current report on Form 8-K filed by Carnival Corporation and Carnival plc with the Commission on June 282021, and the descriptions of the material terms of the contract of sale in this release are qualified in their entirety by reference to this exhibit.
A copy of the prospectus supplement can be viewed at www.morningstar.co.uk/uk/NSM. A copy of the prospectus supplement and current report is also available on the Investor Relations section of the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com, in SEC Filings under the Financial Information section .
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