Carnival Files 8K - Other Events
February 01 2016 - 4:57PM
Dow Jones News
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)
Copyright (c) 2016 Dow Jones & Company, Inc.
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