REG-Carnival PLC: Carnival Stock Purchase Plan

CarnivalAnnouncement

28/06/2021 14:30

Carnival Corporation & plc Announces Carnival Corporation Common Stock Share
Sale and Carnival plc Share Purchase Program

Miami (June 28, 2021) - Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
announced that Carnival Corporation has filed a prospectus supplement with the
United States Securities and Exchange Commission (the “Commission”), under
which it may offer and sell shares of its common stock (the “Shares”)
through its agent, BofA Securities, Inc. (the “Agent”), having an
aggregate offering price of up to $500 million from time to time through
an “at-the-market” equity offering program (the “Offering”).
Carnival Corporation intends to use the net proceeds from the Offering to
purchase ordinary shares of Carnival plc on at least an equivalent basis (the
“Share Purchase Program”). Carnival Corporation may use the remaining net
proceeds, if any, from the Offering for general corporate purposes. Carnival
Corporation intends to sell the Shares in the Offering only when the ordinary
shares of Carnival plc are trading in a United Kingdom market at a discount to
shares of common stock of Carnival Corporation. As a result, Carnival
Corporation and Carnival plc would derive an economic benefit from the
Offering and the use of proceeds therefrom. To the extent that the trading
prices of ordinary shares of Carnival plc increase and are greater than the
sale prices for any Shares already sold in the Offering, Carnival Corporation
will use the net proceeds from such sales for general corporate purposes. The
timing of any sales will depend on a variety of factors.

PJT Partners is serving as independent financial advisor to Carnival
Corporation and Carnival plc.

The maximum number of ordinary shares of Carnival plc which may be purchased
under by Carnival Corporation under the Share Purchase Program is 18,383,016
shares, being the maximum permitted pursuant to the share repurchase authority
granted at Carnival Corporation’s and Carnival plc’s 2021 annual general
meetings.

The Share Purchase Programme will run from June 28, 2021, and is currently
expected to end no later than January 31, 2021.

All Carnival plc ordinary shares purchased under the Share Purchase Program
will be held by Carnival Corporation in accordance with the terms of the
articles of association of Carnival plc and will carry no voting rights for so
long as they are held by Carnival Corporation or its subsidiaries. None of the
purchased ordinary shares of Carnival plc will be cancelled or held as
treasury shares.

The Offering  has been registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a registration statement on
Form S-3 (File Nos. 333-252433 and 333-252433-01) (the “Registration
Statement”) filed by Carnival Corporation and Carnival plc with the
Commission on January 26, 2021. The terms of the Offering are described in the
prospectus dated January 26, 2021, as supplemented by the prospectus
supplement dated June 28, 2021.

This Announcement and the Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy any Shares under the
Selling Agreement (as defined below) nor shall there be any 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
any such state. In connection with the Offering, on June 28, 2021, Carnival
Corporation and Carnival plc entered into a selling agreement (the “Selling
Agreement”) with the Agent. The Selling Agreement contains customary
representations, covenants and indemnification provisions. A copy of the
Selling Agreement 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 28,
2021 (the “Current Report”), and the descriptions of the material terms
of the Selling Agreement in this Announcement are qualified in their entirety
by reference to such Exhibit, which is incorporated by reference into this
Announcement and the Registration Statement.

The legality opinions of Tapia, Linares y Alfaro, Maples and Calder and
Freshfields Bruckhaus Deringer LLP, issued in connection with the Offering,
are attached hereto as Exhibits 5.1, 5.2 and 5.3, respectively, to the Current
Report and are incorporated by reference into the Registration Statement.

A copy of the prospectus supplement has been submitted to the National Storage
Mechanism, and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. A copy of the prospectus supplement and the
Current Report is also available in the Investor Relations section of the
Carnival Corporation & plc website at wwww.carnivalcorp.com or
www.carnivalplc.com, within SEC Filings under the Financial Information
section.

 MEDIA CONTACT     INVESTOR RELATIONS CONTACT  
 Roger Frizzell    Beth Roberts                
 001 305 406 7862  001 305 406 4832            

#33419722v1 – UK Announcement – Stock Swap Program (June 2021)



Copyright (c) 2021 PR Newswire Association,LLC. All Rights Reserved