REG-Carnival PLC: PUBLICATION OF SHAREHOLDER DOCUMENT
Today 07:02
CARNIVAL PLC
PUBLICATION OF SHAREHOLDER DOCUMENT
MIAMI, March 2, 2026 -- Carnival Corporation and Carnival plc (NYSE/LSE: CCL;
NYSE: CUK) announces that it has published a combined shareholder document
(the "Shareholder Document" ) in
relation to (i) the proposed unification of their dual listed company
structure under a single company, Carnival Corporation, with Carnival plc as
its wholly owned UK subsidiary, creating a simpler corporate structure and
single global share price for the combined company (the "
DLC Unification "), and (ii) migration of Carnival
Corporation from the Republic of Panama, where Carnival Corporation is
currently domiciled, to Bermuda under the name "Carnival Corporation Ltd."
(the " Redomiciliation "), as
recommended by the Boards of Directors. The Shareholder Document comprises a
registration statement on Form S-4 and a joint definitive proxy statement in
compliance with Regulation 14A of the U.S. Securities Exchange Act of 1934 and
section 897 of the UK Companies Act 2006. The DLC Unification will be effected
by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006
(the "Scheme" ).
The Shareholder Document is being posted to shareholders of Carnival
Corporation & plc and is now available on the websites at
www.carnivalcorp.com/investors and www.carnivalplc.com/investors. A copy of
the Shareholder Document has been submitted to the National Storage Mechanism
and is available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Transaction conditions and timetable
The DLC Unification and Redomiciliation are subject to a number of conditions,
including, among others, approval of the proposals at the special shareholder
meetings and the court meeting, sanction of the Scheme of Arrangement by the
Court in the UK and the receipt of certain antitrust and regulatory
clearances. If the proposals are approved by Carnival Corporation and Carnival
plc shareholders, and all other conditions to the completion of the
transactions are satisfied, it is anticipated that the DLC Unification and
Redomiciliation will become effective by May 7, 2026. On completion of the DLC
Unification and Redomiciliation, Scheme Shareholders will receive one Common
Share of Carnival Corporation Ltd. for each Carnival plc Share they hold at
the Scheme Record Time, and Carnival plc will become a wholly owned subsidiary
of Carnival Corporation Ltd.
The Shareholder Document includes full details of the Scheme, together with
the notices of shareholder meetings of Carnival Corporation & plc and the
notice of court meeting of Carnival plc. The Shareholder Document also
contains the expected timetable for the implementation of the DLC Unification
and Redomiciliation, which is also set out in the appendix to this
announcement, and specifies the necessary action to be taken by Carnival
Corporation & plc shareholders.
Shareholders are encouraged to read the Shareholder Document and submit their
votes in advance of the shareholder meetings in accordance with the
instructions included in the Shareholder Document.
Meeting dates
Shareholder meetings will be held sequentially on Friday, April 17, 2026,
starting at 8:30 a.m. (EDT).
All of the meetings will be held at 3655 N.W. 87th Avenue, Miami, Florida
33178, United States. A live video broadcast of the meetings for shareholders
will be hosted at Carnival House, 100 Harbour Parade, Southampton, SO15 1ST,
United Kingdom. Shareholders planning to attend the live video broadcast in
Southampton must submit a proxy in order to vote as they will not be able to
vote in person from Southampton.
Further information on the meetings related to the DLC Unification and
Redomiciliation is set out in the Shareholder Document.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings set out in the Shareholder Document.
About Carnival Corporation & plc
Carnival Corporation & plc is the largest global cruise company, and among the
largest leisure travel companies, with a portfolio of world-class cruise lines
- AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America
Line, P&O Cruises, Princess Cruises, and Seabourn.
Carnival plc's LEI is 4DR1VPDQMHD3N3QW8W95. The ISIN of Carnival plc's
ordinary shares of $1.66 is GB0031215220.
Important Information for Investors and Stockholders
In connection with the proposed DLC Unification and Redomiciliation, Carnival
Corporation has filed with the Securities and Exchange Commission (
"SEC" ) the Shareholder Document, which comprises
a Registration Statement on Form S-4, containing a Proxy Statement/Prospectus
relating to the proposed transactions (collectively, the
"Proxy Statement" ), and Carnival plc has filed the Proxy
Statement with the SEC. Investors and securityholders of Carnival Corporation
and Carnival plc are urged to read the Registration Statement, the Proxy
Statement and any other relevant documents filed with the SEC, because they
contain important information about Carnival Corporation and Carnival plc, the
proposed transactions and related matters. The final Proxy Statement has been
mailed to shareholders of Carnival Corporation and Carnival plc. Investors and
securityholders of Carnival Corporation and Carnival plc may obtain copies of
the Registration Statement and the Proxy Statement, as well as other filings
with the SEC that are incorporated by reference into such documents,
containing information about Carnival Corporation and Carnival plc, without
charge, at the SEC's website (http://www.sec.gov). The release, publication or
distribution of this document in certain jurisdictions may be restricted by
law and therefore persons in such jurisdictions into which this document is
released, published or distributed should inform themselves about and observe
such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction.
No Offer or Solicitation
This document does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. This document shall not
constitute or form the basis of, and should not be relied on in connection
with, any contract or investment decision in relation to the securities of
Carnival Corporation or Carnival plc or any other entity.
Participants in the Solicitation
Carnival Corporation, Carnival plc and their respective directors and
executive officers and other members of management and employees may be deemed
to be participants in the solicitation of proxies from Carnival Corporation's
and Carnival plc's shareholders in respect of the proposed transactions under
the rules of the SEC. Information regarding Carnival Corporation's and
Carnival plc's directors and executive officers is available in Carnival
Corporation's and Carnival plc's joint Annual Report on Form 10-K for the year
ended November 30, 2025 and Carnival Corporation's and Carnival plc's joint
proxy statement, dated February 27, 2026, for its 2026 annual meeting of
stockholders, which can be obtained free of charge through the website
maintained by the SEC at http://www.sec.gov. Any changes in the holdings of
Carnival Corporation's securities by Carnival Corporation's directors or
executive officers or Carnival plc's securities by Carnival plc's directors or
executive officers from the amounts described in Carnival Corporation's and
Carnival plc's 2026 joint proxy statement have been reflected in Statements of
Change in Ownership on Form 4 filed with the SEC subsequent to the filing date
of Carnival Corporation's and Carnival plc's 2026 joint proxy statement and
are available at the SEC's website at www.sec.gov. Additional information
regarding the interests of such participants is included in the Registration
Statement, the Proxy Statement and other relevant materials filed with the
SEC.
Cautionary Statement Regarding Forward-Looking Information
This document contains statements herein regarding the proposed DLC
Unification and Redomiciliation, future financial and operating results,
benefits of the transactions and any other statements about future
expectations that constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements in this document, other than statements of historical fact, are
forward-looking statements that may be identified by the use of words
"anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"plan," "potential," "predict," "project," "should," "target," "will," "would"
and, in each case, their negative or other various or comparable terminology.
Such forward-looking statements are based upon current beliefs, expectations
and discussions related to the proposed DLC Unification and Redomiciliation
and are subject to significant risks and uncertainties that could cause actual
results to differ materially from the results expressed in such statements.
There are a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward looking
statements, including: the ability to obtain governmental and court approvals
of the transactions on the proposed terms and schedule, the failure of
Carnival Corporation and Carnival plc shareholders to approve the
transactions, the effects of industry, market, economic, political or
regulatory conditions outside of the parties' control and the parties' ability
to achieve the benefits from the proposed transactions. Additional factors
that may affect future results are contained in Carnival Corporation's and
Carnival plc's filings with the SEC, including Carnival Corporation's and
Carnival plc's most recent joint Annual Report on Form 10-K, as it may be
updated from time to time by quarterly reports on Form 10-Q and current
reports on Form 8-K, all of which are available at the SEC's website
http://www.sec.gov. The information set forth herein speaks only as of the
date hereof, and, except to the extent legally required, any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date hereof is hereby disclaimed.
MEDIA CONTACT: Jody Venturoni, +1 469 797 6380; INVESTOR RELATIONS CONTACT:
Beth Roberts, +1 305 406 4832
Appendix
Expected Timetable of Principal Events
The following timetable is based on our current expectations regarding dates
for the implementation of the DLC Unification and Redomiciliation, and is
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to the Carnival
Corporation Shareholders and the Carnival plc Shareholders by announcement
through the LSE and NYSE and on our website.
Event Time and/or date
Publication of the Shareholder Document February 27, 2026
Latest time for receipt by the Depositary of voting instructions for the Carnival plc Court Meeting and Carnival plc General Meeting 11:59 p.m. (EDT) on April 13, 2026 (1)
Latest time for lodging Forms of Proxy or electronic proxy instructions for the:
Carnival plc Court Meeting (BLUE form) 1:30 p.m. (BST) on April 15, 2026 (2)
Carnival plc General Meeting (YELLOW form) 1:40 p.m. (BST) on April 15, 2026 (3)
Corporation Extraordinary General Meeting 11:59 p.m. (EDT) on April 16, 2026
Voting Record Time for Corporation Extraordinary General Meeting 5:00 p.m. (EDT) on February 17, 2026
Voting Record Time for Carnival plc Meetings 6:30 p.m. (BST) on April 15, 2026 (4)
Carnival plc Court Meeting 1:30 p.m. (BST)/ 8:30 a.m. (EDT) on April 17, 2026
Carnival plc General Meeting 1:40 p.m. (BST)/ 8:40 a.m. (EDT) on April 17, 2026 (5)
Corporation Extraordinary General Meeting 1:50 p.m. (BST) / 8:50 a.m. (EDT) on April 17, 2026 (6)
Carnival Corporation & plc Annual Shareholder Meetings 2:00 p.m. (BST)/ 9:00 a.m. (EDT) on April 17, 2026 (7)
Court Hearing (to sanction the Scheme) May 1, 2026
Last time and date of dealings in Carnival plc Shares 6:00 p.m. (BST) on May 5, 2026
Scheme Record Time 6:00 p.m. (BST) on May 5, 2026
Last time and date for registration of transfers of, and disablement in CREST of, Carnival plc Shares 6:00 p.m. (BST) on May 5, 2026
Latest time and date of dealings in, and registration of transfers of, Carnival plc ADSs on NYSE 4:00 p.m. (EDT) on May 5, 2026
Suspension of listing of, and dealings in, Carnival plc Shares 7:30 a.m. (BST) on May 6, 2026
Effective Date of the Scheme May 7, 2026 (8)
Cancellation of listing of Carnival plc Shares By 8.00 a.m. (BST) on May 7, 2026
Redomiciliation becomes effective May 7, 2026
Admission of New CCL Shares on NYSE By 9.30 a.m. (EDT) on May 7, 2026
New CCL Shares issued and registered through DRS (in respect of New CCL Shares held by former Carnival plc Shareholders in certificated form) On or as soon as possible after 9.30 a.m. (EDT) on May 7, 2026 but not later than 14 days after the Scheme Effective Date
CCL DIs credited to CREST accounts (in respect of New CCL Shares held by former Carnival plc Shareholders in uncertificated form) and CSN accounts credited On or as soon as possible after 9.30 a.m. (EDT) on May 7, 2026 but not later than 14 days after the Scheme Effective Date
Mandatory Exchange of ADSs for New CCL Shares May 7, 2026
Dispatch of statements of entitlement relating to New CCL Shares held through the CSN By no later than May 22, 2026
Dispatch of statements of entitlement to New CCL Shares held through DRS (in respect of New CCL Shares held by former Carnival plc Shareholders in certificated form) By no later than May 22, 2026
Expected date for receipt of sale proceeds by any Restricted Shareholder By no later than May 22, 2026
Long Stop Date December 31, 2026 (9)
Notes:
(1) Only those holders of Carnival plc ADSs who hold
Carnival plc ADSs on February 17, 2026 will be entitled to instruct the
Depositary to exercise the voting rights in respect of the Carnival plc Shares
represented by their Carnival plc ADSs at the Carnival plc Meetings.
(2) It is requested that BLUE Forms of Proxy or CREST or
other electronic proxy instructions in respect of the Carnival plc Court
Meeting be lodged at least 48 hours prior to the time appointed for the
Carnival plc Court Meeting (excluding any part of such 48-hour period falling
on a non-working day) or, in the case of any adjournment, not later than 48
hours before the time fixed for the holding of the adjourned Carnival plc
Court Meeting (excluding any part of such 48-hour period falling on a
non-working day). If the BLUE Forms of Proxy or electronic proxy instructions
are not received by this time, the BLUE Form of Proxy may be (i) scanned and
emailed to Equiniti at the following email address: proxyvotes@equiniti.com;
or (ii) handed to the Chair of the Carnival plc Court Meeting or a
representative of Carnival plc's Registrar, Equiniti, at the Carnival plc
Court Meeting venue any time prior to the start of the Carnival plc Court
Meeting (or any adjournment thereof).
(3) YELLOW Forms of Proxy or CREST or other electronic
proxy instructions in respect of the Carnival plc General Meeting must be
lodged at least 48 hours prior to the time appointed for the Carnival plc
General Meeting (excluding any part of such 48-hour period falling on a
non-working day) or, in the case of any adjournment, not later than 48 hours
before the time fixed for the holding of the adjourned Carnival plc General
Meeting (excluding any part of such 48-hour period falling on a non-working
day). YELLOW Forms of Proxy that are not so lodged may NOT be emailed to
Equiniti or handed to the Chair of the Carnival plc General Meeting or a
representative of Carnival plc's Registrar, Equiniti, at the Carnival plc
General Meeting venue before the start of or at the Carnival plc General
Meeting (or any adjournment thereof).
(4) If either the Carnival plc Court Meeting or Carnival
plc General Meeting is adjourned, the voting record time for the relevant
adjourned Meeting will be 6:30 p.m. (BST) on the day which is two days
(excluding any part of a day that is a non-working day) before the date set
for such adjourned Carnival plc Meeting and only Scheme Shareholders (in the
case of the Carnival plc Court Meeting) and Carnival plc Shareholders and the
holder of the Carnival plc special voting share (in the case of the Carnival
plc General Meeting) on the register of members at such time shall be entitled
to attend and vote at the relevant Meeting(s).
(5) Or as soon thereafter as the Carnival plc Court
Meeting shall have been concluded or been adjourned.
(6) Or as soon thereafter as the Carnival plc General
Meeting shall have been concluded or been adjourned.
(7) Or as soon thereafter as the Corporation
Extraordinary General Meeting shall have been concluded or been adjourned.
(8) The Scheme of Arrangement will become effective as
soon as a copy of the Court Order has been delivered to the UK Registrar of
Companies for registration. This is expected to occur following the Scheme
Record Time and prior to the Redomiciliation becoming effective. The events
which are stated as occurring on subsequent dates are conditional on the
Scheme Effective Date and operate by reference to that date.
(9) This is the latest date by which the Scheme may
become effective unless Carnival Corporation & plc agree to a later date.
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