View:
As filed with the Securities and Exchange Commission on May 4, 2005.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARNIVAL PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 98-0357772
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
__________________________
Carnival House,
5 Gainsford Street,
London, SE1 2NE
United Kingdom
011 44 20 7940 5381
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Carnival plc 2005 Employee Stock Purchase Plan
(Full title of the plan)
Carnival Corporation
Carnival Place,
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(Name and address of agent for service)
(305) 599-2600
(Telephone number, including area code, of agent for service)
__________________________
COPIES TO:
Arnaldo Perez John C. Kennedy
Carnival Place, Lawrence G. Wee
3655 N.W. 87th Avenue Paul, Weiss, Rifkind, Wharton & Garrison LLP
Miami, Florida 33178-2428 1285 Avenue of the Americas
New York, New York 10019-6064
EXHIBIT 4.4
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CARNIVAL PLC
2005 EMPLOYEE STOCK PURCHASE PLAN
Carnival plc, a corporation duly organized and existing under the laws
of England and Wales (the "Company"), hereby formulates and adopts the following
Carnival plc 2005 Employee Stock Purchase Plan (the "PLAN") for Eligible
Employees (as defined in Paragraph 5(a) of the Plan) of the Company and each
Subsidiary (as defined in Paragraph 5(b) of the Plan) of the Company that has
adopted the Plan with the consent of the Board of Directors of the Company (the
"BOARD OF DIRECTORS"). The Company, if adopted for its employees, and each
Subsidiary so adopting the Plan are referred to for purposes of the Plan
collectively as the "EMPLOYERS" and separately as an "EMPLOYER." The Plan is
effective on January 1, 2005, (the "EFFECTIVE DATE"), subject, however, to
approval of the Plan by the Company's shareholders within 12 months after the
date of such adoption.
1. PURPOSE.
The purpose of the Plan is to secure for the Company and the other
Employers the benefits of the additional incentive inherent in the ownership by
Eligible Employees of Carnival plc ordinary shares represented by American
Depositary Shares ("ADS") ($1.66 stated value) and to help the Company and the
other Employers secure and retain the services of the Eligible Employees. The
Plan is intended to comply with the provisions of sections 421, 423 and 424 of
the Internal Revenue Code of 1986, as amended (the "CODE") and the rules and
regulations promulgated thereunder (the "REGULATIONS"), and the Plan shall be
administered, interpreted and construed in accordance with such provisions.
2. ADMINISTRATION.
(a) COMPLIANCE WITH RULE 16B-3.
The Plan shall be administered in a manner consistent with the
requirements for exemptive relief under Rule 16b-3 or any successor provision
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")
unless the Board of Directors shall determine that it is not in the best
interests of the Corporation and the other Employers that the Plan be so
administered.
(b) THE COMMITTEE.
The Plan shall be administered by a committee (the
"COMMITTEE") consisting of at least two or more members. Each member of the
Committee shall be a member of the Board of Directors and a "disinterested
person" within the meaning of Rule 16b-3 under the Exchange Act unless the Board
has made a determination not to comply with Rule 16b-3 in accordance with
subparagraph 2(a) or that it is not necessary to comply with the provisions of
Rule 16b-3 that mandate the composition of the Committee administering the Plan,
and, in either such case, the Committee shall consist of such members as shall
be determined by the Board of Directors. The Committee shall select one of its
members as Chairman and shall make such rules and regulations as it shall deem
appropriate concerning the holding of its meetings and transaction of its
business. A majority of the whole Committee shall constitute a quorum, and the
act of a majority of the members of the Committee present at a meeting at which
a quorum is present shall be the act of the Committee (with all determinations
as to whether a member or a quorum is present being made in accordance with the
Company's By-laws and applicable corporate law). Any member of the Committee may
be removed at any time either with or without cause by resolution adopted by the
Board of Directors, and may resign from the Committee by providing written
notice to the Board of Directors of such resignation. Any vacancy on the
Committee may be filled at any time by resolution adopted by the Board of
Directors.
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(c) INTERPRETATION OF THE PLAN.
Subject to the express provisions of the Plan, the Committee
shall have plenary authority to interpret the Plan, to prescribe, amend and
rescind the rules and regulations relating to it and to make all other
determinations deemed necessary and advisable for the administration of the
Plan. The determinations of the Committee shall be conclusive.
3. ADSS SUBJECT TO PLAN.
Subject to the adjustment provisions of Paragraph 11 below, a maximum
of two million shares (2,000,000) of ADSs may be made available for purchase
under the Plan.
4. OFFERINGS OF ADSS.
(a) OFFERINGS.
The right to purchase ADSs pursuant to the Plan shall be made
available to Eligible Employees in a series of semi-annual offerings beginning
on the first Business Day (as defined in subparagraph 4(b) below) of each
January and July during which the Plan is in effect (individually an "OFFERING"
and collectively the "OFFERINGS"). If and to the extent that any right to
purchase reserved ADSs shall not be exercised by any Participating Employee (as
defined in Paragraph 6(a)(ii) of the Plan) for any reason or if any such right
to purchase shall terminate as provided herein, ADSs that have not been so
purchased under the Plan shall again become available for the purposes of the
Plan unless the Plan has been terminated.
(b) BUSINESS DAY.
For purposes of the Plan, "BUSINESS DAY" shall mean any day on
which both the Company and the New York Stock Exchange (the "NYSE") are open for
business.
5. ELIGIBILITY TO PARTICIPATE IN THE PLAN.
(a) ELIGIBLE EMPLOYEES.
All members of the Board of Directors of an Employer, all
corporate officers of an Employer, and any other person employed by an Employer
shall be eligible to participate in the Plan, PROVIDED that each of such persons
at the time of any determination of eligibility (i) is classified by his or her
Employer as (A) a regular full-time employee of such Employer, or (B) a
part-time employee of such Employer whose customary employment is for fifteen
(15) hours or more per week and for five (5) months or more per year, (ii) has
been employed by any Employer or any other Subsidiary for at least six months'
Continuous Service (as defined in subparagraph 5(c) below), and (iii) is not a
Five Percent Holder (as defined in Paragraph 9(b)(i) of the Plan), each of whom
are referred to for purposes of the Plan as "ELIGIBLE EMPLOYEE" and collectively
as "ELIGIBLE EMPLOYEES."
(b) SUBSIDIARY.
For purposes of the Plan, a "SUBSIDIARY" of the Company shall
mean any "subsidiary corporation," as such term is defined in section 424(f) of
the Code. An entity shall be deemed a Subsidiary of the Company only for such
periods as the requisite ownership relationship is maintained.
(c) CONTINUOUS SERVICE.
For purposes of the Plan, "CONTINUOUS SERVICE" means with
respect to any Eligible Employee the period of time during which the Eligible
Employee has been employed (i) by any Employer or any other Subsidiary or (ii)
with the approval of the Committee, (A) by a predecessor business acquired by
any Employer or any other Subsidiary or (B) by a predecessor company merged or
consolidated with or into any Employer or any other
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Subsidiary, and during which period there has been no interruption of the
Eligible Employee's employment by such Employer, such Subsidiary or such
predecessor employer; PROVIDED, HOWEVER, that, for this purpose, Continuous
Service shall include periods prior to the Effective Date; and PROVIDED FURTHER,
HOWEVER, that any change of employment by the Eligible Employee shall not be
considered to be an interruption of Continuous Service so long as the Eligible
Employee has continued to be employed by an Employer or any other Subsidiary.
6. ENROLLMENT; ELECTION TO PARTICIPATE BY DEPOSITS AND PAYROLL DEDUCTIONS.
(a) ENROLLMENT.
(i) ENROLLMENT FORM. Any Eligible Employee may elect at
any time to enroll in the Plan by correctly completing, executing and filing
with his or her Paymaster (as defined in subparagraph 6(a)(iii) below) an
enrollment form approved by the Committee (an "ENROLLMENT FORM") indicating that
he or she (A) is an Eligible Employee and (B) elects to enroll in the Plan. The
effective date of a Eligible Employee's election to enroll in the Plan shall be
the date on which his or her Paymaster receives from him or her the properly
completed and executed Enrollment Form.
(ii) PARTICIPATING EMPLOYEE. Any Eligible Employee who has
on file with his or her Paymaster an effective Enrollment Form shall be referred
to for purposes of the Plan as a "PARTICIPATING EMPLOYEE."
(iii) PAYMASTER. For purposes of the Plan, "PAYMASTER"
means with respect to each Eligible Employee, the person(s) or department(s)
charged by the Committee with the responsibility for administering the Plan for
the Employer of the Eligible Employee.
(b) PARTICIPATING DEPOSITING EMPLOYEES.
(i) DEPOSIT ELECTION FORM. At any time during the period
from the ninetieth (90th) day to and including the tenth (10th) Business Day
prior to the first day of any Offering, any Participating Employee may elect to
actively participate in the Plan by correctly completing, executing and filing
with his or her Paymaster an election form approved by the Committee (a "DEPOSIT
ELECTION FORM") indicating that he or she (1) is a Participating Employee, (2)
elects to actively participate in the Plan by making Deposits (as defined in
subparagraph 6(b)(v) below), which is specifically identified as to the amount
thereof, to his or her Stock Purchase Account (as defined in Paragraph 7 of the
Plan) during that Offering, which Deposit he or she commits to deliver to his or
her Paymaster on or before the twentieth (20th) Business Day prior to the
Investment Date (as defined in subparagraph 8(c)(i) of the Plan) for that
Offering and (3) authorizes his or her Employer to deposit in his or her Stock
Purchase Account the Deposit referred to in the Deposit Election Form.
The effective date of a Deposit Election Form and the
election set forth therein shall be the first day of the Offering next following
the date on which the Paymaster of any Participating Employee receives from him
or her the properly completed, executed and timely filed Deposit Election Form.
Any effective Deposit Election Form shall remain effective only for the Offering
with respect to which it is filed and until such time as the Participating
Employee filing such Deposit Election Form (A) shall have ceased to be an
Eligible Employee in accordance with subsection 6(b)(iii) below, or (B) shall be
deemed to have elected to cease to actively participate in the Plan as a
Participating Depositing Employee including, without limitation, in accordance
with subsections 6(b)(v)(A) or 6(c)(ix) below.
(ii) PARTICIPATING DEPOSITING EMPLOYEE. Any Participating
Employee who has on file with his or her Paymaster an effective Deposit Election
Form shall be referred to for purposes of the Plan as a "Participating
Depositing Employee."
(iii) CHANGE IN STATUS DURING AN OFFERING TO AN INELIGIBLE
EMPLOYEE. If at any time during an Offering a Participating Depositing Employee
ceases to be an Eligible Employee for any reason, including, without limitation,
upon his or her death or retirement or termination of his or her employment,
then the Participating Depositing Employee will be deemed to have made an
election to cease to actively participate in the Plan as a
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Participating Depositing Employee and to have authorized his or her Employer to
return to him or her the balance standing to his or her credit in his or her
stock Purchase Account in accordance with Paragraph 7(e). Such deemed election
shall be effective as of the date of the occurrence causing the Participating
Depositing Employee to cease to be an Eligible Employee.
(iv) MANDATORY CONTINUING REELECTION TO PARTICIPATE. A
Participating Depositing Employee must elect, with respect each successive
Offering, to continue to actively participate in the Plan as a Participating
Depositing Employee during such Offering, which election must be made by
complying with subparagraph 6(b)(i) above. Any Participating Depositing Employee
not making an effective election with respect to any Offering to continue to
actively participate in the Plan as a Participating Depositing Employee during
such Offering shall be deemed to have voluntarily elected to cease to actively
participate in the Plan as a Participating Depositing Employee for such Offering
and shall cease to be a Participating Depositing Employee for such Offering and
for each successive Offering. The effective date of any such deemed election
shall be the first day of the Offering to which such deemed election relates.
(v) FAILURE TO MAKE DEPOSITS IN A TIMELY MANNER AND IN
THE AGREED AMOUNTS.
(A) INSUFFICIENT DEPOSIT. If a Participating
Depositing Employee who has on file an effective Deposit Election Form fails to
timely make the Deposit in the dollar amount to which he or she committed in the
Deposit Election Form for any reason, such insufficient Deposit shall be
deposited in the Stock Purchase Account of the Participating Depositing
Employee. Any balance standing to the credit of a Participating Depositing
Employee in his or her Stock Purchase Account after making such an insufficient
Deposit shall remain in the Stock Purchase Account of the Participating
Depositing Employee and be applied on the Investment Date for that Offering in
accordance with Paragraph 8 of the Plan. Such Participating Depositing Employee
may elect to actively participate in the Plan with respect to any subsequent
Offering by completing an effective Election Form in accordance with
subparagraph 6(b)(i) or 6(c)(i), as appropriate.
(B) RETURN OF EXCESSIVE DEPOSIT. If a
Participating Depositing Employee makes a timely Deposit in an amount greater
than the dollar amount specified in his or her effective Deposit Election Form,
any amount in excess of the amount specified in the Deposit Election Form shall
be returned by his or her Employer to the Participating Depositing Employee.
(vi) DEPOSIT. For purposes of the Plan, a "DEPOSIT" means
cash in U.S. dollars or a money order that is payable in U.S. dollars, that is
identified in an effective Deposit Election Form and delivered to the Paymaster
of the Participating Depositing Employee receiving such Deposit Election Form.
(c) PARTICIPATING WITHHOLDING EMPLOYEES.
(i) WITHHOLDING ELECTION FORM. At any time during the
period from the ninetieth (90th) day to and including the tenth (10th) Business
Day prior to the first day of any Offering, any Participating Employee may elect
to actively participate in the Plan by correctly completing, executing and
filing with his or her Paymaster an election form approved by the Committee (an
"WITHHOLDING ELECTION FORM") indicating that he or she (A) is a Participating
Employee and is not a Restricted Employee (as defined in subparagraph 6(c)(iv)
below), (B) elects to actively participate in the Plan through Payroll
Deductions (as defined below), and (C) authorizes his or her Employer to make
the amount of payroll deductions specified therein ("PAYROLL DEDUCTIONS") from
each subsequent Paycheck as provided in subparagraph 6(c)(ii) below. Restricted
Employees may not file a Withholding Election Form. The effective date of a
Withholding Election Form authorizing Payroll Deductions and the election set
forth therein shall be the first day of the Offering next following the date on
which the Paymaster of any Participating Employee receives from him or her the
properly completed, executed and timely filed Withholding Election Form. Any
effective Withholding Election Form shall remain effective until such time as
the Participating Employee filing such Withholding Election Form (1) shall have
filed with his or her Paymaster an effective Withholding Election Form replacing
the previously effective Withholding Election Form in accordance with subsection
6(c)(viii) or 6(c)(ix) below or (2) shall be deemed to have elected to cease to
actively participate in the Plan through Payroll
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Deductions, including, without limitation, in accordance with subsection
6(b)(v)(A) above or subsection 6(c)(ix) below.
(ii) OFFERINGS TO WHICH PAYROLL DEDUCTIONS ARE TO BE
APPLIED. Payroll Deductions for a Participating Employee shall begin on the
issue date of his or her Paycheck for the first complete pay period coincident
with or next following the effective date of a Withholding Election Form and
shall continue thereafter until the issue date of the Paycheck for the first
complete pay period next following the date on which such Withholding Election
Form ceases to be effective. Any Payroll Deductions that are made during a
Paycheck that includes an Investment Date for any Offering shall be deposited in
the Participating Employee's Stock Purchase Account after such Investment Date
and applied on the Investment Date for the next Offering in accordance with
subparagraph 8(a) of the Plan.
(iii) PARTICIPATING WITHHOLDING EMPLOYEE. Any
Participating Employee who has on file with his or her Paymaster an effective
Withholding Election Form shall be referred to for purposes of the Plan as a
"Participating Withholding Employee."
(iv) RESTRICTED EMPLOYEES. For purposes of the Plan a
"RESTRICTED EMPLOYEE" shall mean any Participating Employee from whose Paycheck
(as defined in subparagraph 6(c)(v) below) his or her Employer pursuant to any
applicable law may not make payroll deductions. A Restricted Employee may not
actively participate in the Plan as a Participating Withholding Employee.
(v) PAYCHECK. For purposes of the Plan, a "PAYCHECK"
means any check for compensation received by an Eligible Employee from his or
her Employer at the end of a regular pay period of the Eligible Employee.
(vi) CHANGE IN STATUS DURING AN OFFERING.
(A) CHANGE IN STATUS TO A RESTRICTED EMPLOYEE.
If an Eligible Employee who is a Participating Withholding Employee shall become
a Restricted Employee at any time during an Offering, such Eligible Employee
immediately shall be treated as a Restricted Employee for purposes of the Plan
and immediately upon the occurrence of the event causing him or her to be a
Restricted Employee shall be deemed to have made an election to cease to
actively participate in the Plan as a Participating Withholding Employee and to
have authorized his or her Employer to discontinue his or her Payroll
Deductions. The effective date of any such deemed election shall be the date of
the event causing the Eligible Employee to be classified as a Restricted
Employee, which deemed election shall remain effective until such time as the
Restricted Employee shall have on file with his or her Paymaster an effective
Withholding Election Form. Any balance standing to the credit of a Participating
Withholding Employee in his or her Stock Purchase Account after such a change in
status to a Restricted Employee shall remain in his or her Stock Purchase
Account and be applied on the next Investment Date in accordance with Paragraph
8 of the Plan.
(B) CHANGE IN STATUS TO AN INELIGIBLE EMPLOYEE.
If at any time during an Offering a Participating Withholding Employee ceases to
be an Eligible Employee for any reason, including, without limitation, upon his
or her death or retirement or termination of his or her employment, then the
Participating Withholding Employee will be deemed to have made an election to
cease to actively participate in the Plan as a Participating Withholding
Employee and to have authorized his or her Employer to discontinue his or her
Payroll Deductions, in each case as of the date of the occurrence causing the
Participating Withholding Employee to cease to be an Eligible Employee. Any
balance standing to the credit of a Participating Withholding Employee in his or
her Stock Purchase Account after ceasing to be an Eligible Employee shall be
returned to him or her in accordance with Paragraph 7(e) of the Plan.
(vii) DEEMED ELECTION REGARDING CONTINUING PARTICIPATION
AS A PARTICIPATING WITHHOLDING EMPLOYEE. A Participating Withholding Employee
will be deemed to have elected to continue to actively participate through
Payroll Deductions in each Offering subsequent to becoming a Participating
Withholding Employee, provided, that on the first day of such Offering he or she
is an Eligible Employee and is not a Restricted Employee
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and has not filed with his or her Paymaster, in accordance with subparagraph
6(c)(ix) below, an effective Withholding Election Form authorizing his or her
Employer to discontinue his or her Payroll Deductions. A Participating
Withholding Employee will also be deemed to have elected to have his or her
Employer make the same Payroll Deduction for each subsequent Offering, provided,
that on the first day of such Offering he or she is an Eligible Employee and is
not a Restricted Employee and has not filed with his or her Paymaster, in
accordance with subparagraph 6(c)(viii) below, an effective Election Form
authorizing his or her Employer to increase or decrease his or her Payroll
Deductions. A Participating Withholding Employee who as of the first day of any
offering after he or she becomes a Participating Withholding Employee (A) is a
Restricted Employee or (B) is not an Eligible Employee, in any such case shall
be deemed to have elected to cease to actively participate in the Plan as a
Participating Withholding Employee for such Offering. The effective date of any
such deemed election shall be the first day of the Offering to which such deemed
election relates.
(viii) CHANGING PAYROLL DEDUCTIONS PRIOR TO ANY OFFERING. A
Participating Withholding Employee may increase or decrease his or her Payroll
Deductions for any entire Offering at any time during the period from the
ninetieth (90th) day to and including the tenth (10th) Business Day prior to the
first day of any Offering by correctly completing, executing and filing with his
or her Paymaster a Withholding Election Form authorizing his or her Employer to
increase or decrease his or her previously authorized Payroll Deductions to the
amount of Payroll Deductions specified therein. Any such increase or decrease
shall become effective on the issue date of the Paycheck for the first complete
pay period next following the first day of the Offering next following the date
on which his or her Paymaster receives from the Participating Withholding
Employee a properly completed, executed and timely filed Withholding Election
Form indicating such an election.
(ix) DISCONTINUING PAYROLL DEDUCTIONS DURING ANY
OFFERING. A Participating Withholding Employee may at any time elect to cease to
actively participate in the Plan as a Participating Withholding Employee during
any Offering by correctly completing, executing and filing with his or her
Paymaster a Withholding Election Form authorizing his or her Employer to
discontinue his or her Payroll Deductions and identifying the first full
Paycheck with respect to which the discontinuation is to be effective. Any such
Withholding Election Form authorizing the discontinuation of Payroll Deductions
and the election set forth therein shall become effective on the issue date of
the Paycheck that is identified in the properly completed, executed and timely
filed Withholding Election Form indicating such an election. If a Participating
Withholding Employee so elects to cease to actively participate in the Plan
through Payroll Deductions during any Offering prior to the last Paycheck from
which Payroll Deductions are applied during such Offering in accordance with
subparagraph 6(c)(ii), any balance standing to the credit of a Participating
Withholding Employee in his or her Stock Purchase Account after making such an
election to discontinue Payroll Deductions shall remain in the Stock Purchase
Account of the Participating Withholding Employee and be applied on the
Investment Date for that Offering in accordance with Paragraph 8 of the Plan. If
a Participating Withholding Employee so elects to cease to actively participate
in the Plan through Payroll Deductions during any Offering after the last
Paycheck from which Payroll Deductions are applied during such Offering and with
respect to the first Paycheck from which Payroll Deductions are applied during
the next Offering, all in accordance with subparagraph 6(c)(ii) above, then the
Participating Withholding Employee shall be deemed to have made an election in
accordance with subparagraph 6(c)(viii) above to decrease his or her Payroll
Deductions to zero for the next Offering.
(d) GENERAL.
(i) ELECTION FORMS. Deposit Election Forms and
Withholding Election Forms shall be referred to collectively for purposes of the
Plan as "ELECTION FORMS."
(ii) INACTIVE PARTICIPATING EMPLOYEE. Any Participating
Employee who does not have on file with his or her Paymaster an effective
Election Form shall be referred to for purposes of the Plan as an "INACTIVE
PARTICIPATING EMPLOYEE." Any Inactive Participating Employee may elect to
actively participate in the Plan by completing an effective Election Form in
accordance with subparagraph 6(b)(i) or 6(c)(i), as appropriate.
(iii) DEATH, RETIREMENT AND TERMINATION OF EMPLOYMENT. In
the event of a Participating Employee's death, retirement or termination of
employment, such Participating Employee shall immediately be
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deemed to have ceased to be an Eligible Employee and, accordingly, he or she
shall cease to actively participate in the Plan through Payroll Deductions and
Deposits and he or she shall be deemed to have authorized his or her Employer to
discontinue his or her Payroll Deductions and to cancel his or her enrollment in
the Plan.
(iv) REENROLLMENT OR ENDING INACTIVE PARTICIPATION. Any
Eligible Employee whose enrollment in the Plan has been canceled or who has
ceased to actively participate in the Plan for any reason may elect to enroll in
the Plan or continue to actively participate in the Plan, as appropriate, with
respect to any subsequent Offering as provided in subparagraph 6(a)(i), 6(b)(i)
or 6(c)(i) above, as appropriate.
7. STOCK PURCHASE ACCOUNTS.
For purposes of the Plan, "STOCK PURCHASE ACCOUNT" means for each
Participating Employee a non-interest bearing account consisting of all Payroll
Deductions and Deposits made for the account of the Participating Employee under
the Plan, reduced by all amounts applied to the purchase of ADSs for such
Participating Employee pursuant to Paragraph 8 of the Plan and all amounts
returned to the Participating Employee (or his or her court appointed legal
representative) pursuant to this Paragraph 7 or Paragraph 6(b)(v)(B) of the
Plan.
(a) MINIMUM/MAXIMUM ALLOWABLE DEPOSITS AND PAYROLL DEDUCTIONS.
The minimum allowable amount that can be deposited to the
Stock Purchase Account of a Participating Employee during any single Offering,
whether by a Deposit and/or Payroll Deductions, is U.S. $50.00 or any amount
determined by the Committee. The maximum allowable amount that can be deposited
to the Stock Purchase Account of a Participating Employee during any single
Offering, whether by a Deposit and/or Payroll Deductions, is equal to the lesser
of (i) an amount that would purchase 2,000 ADSs or (ii) an amount that would not
exceed the limits contained in 7(d) or 7(e) below.
(b) DEPOSITS.
Each Participating Employee who delivers a Deposit to his or
her Paymaster shall be given a receipt for such Deposit. Subject to Paragraph
6(b)(v)(B) of the Plan, each Deposit shall be credited on behalf of a
Participating Employee on the later to occur of (i) the date of receipt by the
Paymaster of the effective Deposit Election Form that refers to the Deposit or
(ii) the date of receipt by the Paymaster of the Deposit. Each Payroll Deduction
shall be credited on behalf of a Participating Withholding Employee on the date
of the Paycheck to which the Payroll Deduction relates. Each Payroll Deduction
and Deposit shall be credited on the records of each Employer to the Stock
Purchase Account in the name of the Participating Employee authorizing the
Payroll Deduction or Deposit as soon as practicable after each Investment Date.
Such credit shall constitute only a convenient bookkeeping entry by the Employer
and no interest will be paid or due on any money credited to such Participating
Employee's Stock Purchase Account.
(c) INACTIVE STATUS; FAILURE TO INVEST.
If a Participating Employee elects to cease to actively
participate in the Plan or to be enrolled as a Participating Employee under the
Plan, then the entire amount standing to the Participating Employee's credit in
his or her Stock Purchase Account on the effective date of such occurrence shall
be used to purchase ADSs on the Investment Date during the Offering during which
such event occurs in accordance with Paragraph 8 of the Plan. If for any reason
the Company does not invest on any Investment Date any amount standing to the
credit of a Participating Employee in his or her Stock Purchase Account, then
the entire amount standing to the Participating Employee's credit in his or her
Stock Purchase Account on the effective date of such occurrence shall be used to
purchase ADSs on the next succeeding Investment Date in accordance with
Paragraph 8 of the Plan.
(d) ANNUAL LIMIT OF U.S. $17,647.06.
If any Participating Employee becomes subject to the
limitations of Paragraph 9(a) of the Plan, then the entire amount standing to
the credit of such Participating Employee in his or her Stock Purchase Account
on
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the effective date of such occurrence shall be returned by his or her Employer
to the Participating Depositing Employee.
(e) FIVE PERCENT LIMITATIONS; INELIGIBLE EMPLOYEES.
If any Participating Employee becomes subject to the
limitations of Paragraph 9(b)(ii) of the Plan, then the entire amount standing
to the credit of such Participating Employee in his or her Stock Purchase
Account shall be returned to such Participating Employee (or his or her court
appointed legal representative) after the Investment Date on which the
safe-harbor provisions of Paragraph 9(b)(ii) of the Plan are applied with
respect to the Participating Employee's rights under Paragraph 8(a) of the Plan.
If on or before the tenth (10th) Business Day prior to any Investment Date, any
Participating Employee ceases to be an Eligible Employee for any reason,
including, without limitation, upon his or her death or retirement or
termination of his or her employment, then the entire amount standing to the
credit of such Participating Employee in his or her Stock Purchase Account shall
be returned to such Participating Employee (or his or her court appointed legal
representative) on the effective date of such occurrence (and at any time
thereafter prior to any subsequent date on which there is on file with his or
her Employer an effective Enrollment Form causing him or her to enroll in the
Plan).
(f) MAXIMUM NUMBER OF SHARES.
Except as specifically provided to the contrary in the Plan,
if the Participating Employees shall have purchased the maximum number of ADSs
available under the Plan and all rights of the Participating Employees are to be
terminated pursuant to Paragraph 16(a) of the Plan, each Participating Employee
shall be refunded any excess balance standing to his or her credit in his or her
Stock Purchase Account on the effective date of the termination of the Plan.
(g) MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION.
In the event of a dissolution or liquidation of the Company,
or of a merger or consolidation in which the Company is not the surviving or
resulting corporation, the Plan and any Offering hereunder shall terminate upon
the effective date of such dissolution, liquidation, merger or consolidation,
and the balance then standing to the credit of each Participating Employee in
his or her Stock Purchase Account shall be returned to him or her.
8. INVESTMENT OF MONEYS IN STOCK PURCHASE ACCOUNTS TO PURCHASE ADSS;
INVESTMENT ACCOUNTS.
(a) RIGHT TO PURCHASE ON AN INVESTMENT DATE.
Subject to Paragraphs 9(b)(ii) and 9(d) of the Plan, as of
each Investment Date each Participating Employee and each other Eligible
Employee shall have the right to purchase the number of whole and fractional
(computed to four decimal places) ADSs determined by dividing (i) the entire
amount credited on behalf of the Participating Employee in his or her Stock
Purchase Account by (ii) the Purchase Price (as defined in subparagraph 8(c)(ii)
below). Each Participating Employee and each other Eligible Employee having a
positive balance in his or her Stock Purchase Account as of an Investment Date
shall be deemed, without any further action, to have elected to purchase, and
the Employer shall cause to be purchased, with such balance the number of whole
and fractional ADSs (computed to four decimal places) that the Eligible Employee
has the right to purchase at the Purchase Price on that Investment Date.
(b) INVESTMENT ACCOUNTS.
All whole and fractional ADSs purchased under the Plan shall
be held in separate investment accounts ("INVESTMENT ACCOUNTS") maintained by
such brokerage house, investment banking firm, commercial bank or other such
similar institution as may be selected by the Committee for the Participating
Employees. If a Participating Employee shall cease to be a Participating
Employee without ceasing to be an Eligible Employee, his or her Investment
Account shall remain open for his or her benefit in accordance with the Plan,
except as otherwise determined by the Committee. All cash dividends paid with
respect to the whole and fractional ADSs in an Eligible
8
Employee's Investment Account shall be credited to his or her Stock Purchase
Account and reinvested on the day after it is paid at the fair market value of
an ADS on that date. The effect on an Eligible Employee's Investment Account of
such Eligible Employee ceasing to be an Eligible Employee, including, without
limitation, upon termination of his or her employment or death, shall be
determined by the Committee.
(c) DEFINITIONS.
(i) INVESTMENT DATE. For purposes of the Plan,
"INVESTMENT DATE" shall mean the last Friday of each Offering period or, if such
Friday is not a Business Day, the immediately preceding Business Day.
(ii) PURCHASE PRICE. The purchase price for each ADS
purchased pursuant to the Plan on any Investment Date (the "PURCHASE PRICE")
shall be equal to the lesser of (A) the greater of (1) eighty-five percent (85%)
of the average of the Fair Market Values on the Grant Date and the Investment
Date and the last Friday of each month within the Offering period of one ADS or
(2) eighty-five percent (85%) of the Fair Market Value of one ADS on the Grant
Date, or (B) eighty-five percent (85%) of the Fair Market Value of one ADS on
the Investment Date.
(iii) FAIR MARKET VALUE. For purposes of the Plan, "FAIR
MARKET VALUE" of an ADS means the last price of an ADS on the NYSE Composite
Tape on the date in question (or if such day is not a Business Day, the Business
Day immediately prior thereto); PROVIDED, HOWEVER, that if ADSs are not listed
on the NYSE on such date, "Fair Market Value" of an ADS shall be determined by
the Committee in its sole discretion.
(d) DEEMED GRANT OF OPTIONS.
For purposes of section 423 of the Code and the Regulations,
the Company shall be deemed to have granted to each Participating Employee an
option to purchase shares of ADSs on the first day of each Offering, which
option shall be deemed for such purposes to be exercised, if at all, on the
Investment Date for such Offering. Such option shall not be transferable by the
Participating Employee except as permitted by Paragraph 10 of the Plan.
9. LIMITATION OF NUMBER OF SHARES THAT AN EMPLOYEE MAY PURCHASE.
(a) ANNUAL LIMIT OF U.S. $17,647.06.
No Participating Employee may be granted an option under the
Plan that permits the employee's rights to purchase shares under all employee
stock purchase plans of the Company, its Subsidiaries or any parent corporation
of the foregoing to accrue at a rate that exceeds $17,647.06 of fair market
value of such shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
(b) LIMITATION OF FIVE PERCENT VOTING POWER.
(i) FIVE PERCENT HOLDER. For purposes of the Plan, a
"Five Percent Holder" means a Participating Employee who, for the purposes of
section 423(b)(3) of the Code, immediately after a right to purchase shares is
granted to him or her under the Plan, owns or would be deemed to own stock
possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company, any Subsidiary, or any parent corporation
of the foregoing. When making this determination, the rules of section 424(d) of
the Code will apply, and shares that the employee may purchase under outstanding
options (whether issued under the plan or otherwise) are treated as owned by the
employee.
(ii) SAFE HARBOR PURCHASE LIMITATIONS. Notwithstanding
anything in the Plan to the contrary, if on any Investment Date, as a result of
the application of the entire amount standing to the credit of any Participating
Employee in his or her Stock Purchase Account to purchase ADSs in accordance
with Paragraph 8(a) of the Plan, a Participating Employee would be deemed for
the purposes of section 423(b)(3) of the Code to own stock (including any number
of ADSs that such Participating Employee would be entitled to purchase under the
Plan) possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the
9
Company, any Subsidiary, or any parent corporation of the foregoing, and, thus,
as a Five Percent Holder would otherwise no longer be an Eligible Employee, the
maximum number of ADSs that such Participating Employee shall be entitled to
Purchase pursuant to Paragraph 8(a) of the Plan shall be reduced to that number
which, when added to the number of shares of stock of the Company that such
Participating Employee is deemed to own in accordance with the foregoing
(excluding any number of shares that such Participating Employee would be
otherwise entitled to Purchase under the Plan) is one share less than five
percent (5%) of the total combined voting power or value of all classes of stock
of the Company, any Subsidiary or any parent corporation of the foregoing.
(iii) DETERMINATION OF STOCK OWNERSHIP. In determining
stock ownership of an Employee under this subparagraph 9(b), (A) the rules of
sections 423(b)(3) and 424(d) of the Code shall apply in determining whether
stock of the Company, any Subsidiary or any parent corporation of the foregoing,
that an Employee may purchase under all other outstanding rights to purchase
such stock shall be treated as stock owned by the Employee and (B) the Company
shall be deemed to have granted to each Participating Employee who is not an
Inactive Participating Employee an option to purchase ADSs on the first day of
each Offering, which option shall be deemed for such purposes to be exercised,
if at all, on the Investment Date of such Offering.
(c) EFFECT ON ELIGIBILITY.
If any Participating Employee becomes subject to the
limitations of subparagraph 9(a) or if the number of shares of stock of the
Company that a Participating Employee is deemed to own in accordance with
subparagraph 9(b)(ii) above is one share less than five percent (5%) of the
total combined voting power or value of all classes of stock of the Company or
any Subsidiary, such Participating Employee shall continue to be considered an
Eligible Employee; provided, however, that such Participating Employee shall be
deemed to have involuntarily ceased to actively participate in the Plan
effective on the effective date of such event, in which event he or she shall be
deemed for purposes of the Plan to be an Inactive Participating Employee; and
provided further, however, that such Inactive Participating Employee may elect
to continue to actively participate in the Plan in accordance with Paragraph
6(b)(i) or 6(c)(i) of the Plan, as appropriate, as of the next succeeding
Offering on the first day on which he or she would be eligible to purchase at
least one ADS pursuant to subparagraphs 9(a) and 9(b)(ii).
Notwithstanding the foregoing and the safe harbor procedures established by
subparagraph 9(b)(ii) above, if any Participating Employee shall become a Five
Percent Holder, he or she shall cease to be an Eligible Employee and shall be
deemed to have elected to cease to be enrolled in the Plan, effective at 12:01
a.m., Miami, Florida time, as of the day after the Investment Date for the
Offering during which the event causing the Participating Employee to become a
Five Percent Holder shall have occurred.
(d) INSUFFICIENT NUMBER OF SHARES.
In the event that the Plan is to be terminated pursuant to
Paragraph 16(a) because there are an insufficient number of ADSs available for
purchase, reserved ADSs remaining as of the termination date shall be issued to
Participating Employees in accordance with subparagraph 9(a) above on a pro-rata
basis.
10. RIGHTS NOT TRANSFERABLE.
No rights granted under the Plan shall be transferable by an Eligible
Employee or a Participating Employee in any manner other than by will or the
laws of descent and distribution and, during the lifetime of the person to whom
such rights are granted, may be exercised only by an Eligible Employee or a
Participating Employee (or his or her court appointed legal representative), as
appropriate.
11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION; EFFECTS OF CERTAIN
TRANSACTIONS.
(a) CHANGES IN CAPITALIZATION.
In order to prevent the dilution or enlargement of rights
granted under the Plan, in the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation or
other change in the ADS, the Committee shall make appropriate changes in the
number and type of shares authorized by
10
the Plan, the number and type of shares covered by, or with respect to which
payments are measured under, outstanding rights and prices specified therein,
subject to the limitations of section 424 of the Code.
(b) EFFECT OF MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION.
Subject to any required action by the stockholders and subject
to Paragraph 7(g) of the Plan, if the Company shall be the surviving or
resulting corporation in any merger or consolidation, or if the Company shall be
merged for the purpose of changing the jurisdiction of its incorporation, any
Offering hereunder shall pertain to and apply to the shares of stock of the
Company or the survivor.
12. SHARE OWNERSHIP.
The ADSs purchased by a Participating Employee on an Investment Date
shall, for all purposes, be deemed to have been issued and/or sold when the
Transfer Agent of the Company actually records such purchase on the share
records of the Company. Prior to that time, none of the rights of a shareholder
of the Company with respect to such ADSs shall inure to the benefit of the
Participating Employee.
A Participating Employee shall be precluded from selling or otherwise
alienating or assigning the shares of ADSs purchased by a Participating Employee
on an Investment Date until one year from such Investment Date. Such restriction
shall not apply in the case of death or disability of the Eligible Employee. In
addition, such restriction shall not apply to any ADS purchased with cash
dividends paid with respect to whole and fractional ADSs in an Eligible
Employee's Investment Account pursuant to Section 8(a).
In addition, the Company shall only issue to a Participating Employee
certificates representing ADSs granted under the Plan if the Participating
Employee specifically requests such certificates, pays any associated fees in
issuing such certificates, and the ADSs have been held by the Participating
Employee for two years from the Offering of such shares. Nothing in the
preceding sentence shall preclude a Participating Employee from selling such
ADSs if permitted under the terms of the Plan.
13. RIGHT TO TERMINATE EMPLOYMENT.
Nothing in the Plan shall confer upon any Eligible Employee the right
to continue in the employment of any Employer or affect the right of any
Employer to terminate the Eligible Employee's employment at any time.
14. NON-ALIENATION OF BENEFITS.
No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be
void. To the extent permitted by applicable law, no right or benefit under the
Plan shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefits.
15. PURCHASE FOR INVESTMENT.
Whether or not the ADSs covered by the Plan have been registered under
the Securities Act of 1933, as amended, each Participating Employee may be
required by the Company to give a representation in writing that such
Participating Employee is acquiring such ADSs for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof. The
Company will endorse any necessary legend referring to the foregoing restriction
upon any certificate or certificates representing any ADSs issued or transferred
to the Participating Employee upon the exercise of any purchase rights granted
under the Plan or at any time thereafter.
16. TERMINATION AND AMENDMENT OF PLAN.
(a) INSUFFICIENT NUMBER OF SHARES.
11
Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan and all rights of Eligible Employees hereunder
may be suspended or terminated at any time at the discretion of the Board of
Directors and shall terminate at 11:59 p.m., on the Investment Date that
Participating Employees become entitled to purchase a number of ADSs greater
than the number of reserved ADSs available for purchase pursuant to Paragraph 3
of the Plan.
(b) TERMINATION BY THE BOARD OF DIRECTORS.
The Plan may be terminated or amended at any time by the Board
of Directors; provided, however, that any such amendment shall comply with all
applicable laws (including section 423 of the Code), applicable stock exchange
listing requirements, and applicable requirements for exemption (to the extent
necessary) under Rule 16b-3 under the Exchange Act.
(c) EFFECT OF TERMINATION OF PLAN ON PARTICIPATING EMPLOYEES.
No termination, modification or amendment of the Plan, without
the consent of any Participating Employee, may adversely affect the rights of
such Participating Employee that is specified in the Plan with respect to his or
her right to withdraw any ADSs held in his or her Investment Account or to
withdraw or invest any balance then standing to the credit of the Participating
Employee in his or her Stock Purchase Account.
17. GOVERNMENT AND OTHER REGULATIONS.
The obligation of the Company with respect to rights under the Plan
shall be subject to all applicable laws, rules and regulations and such
approvals by and governmental agency as may be required, including, without
limitation, the effectiveness of any registration statement required under the
Securities Act of 1933, as amended, and the rules and regulations of the NYSE or
any other securities exchange on which the ADS may be listed.
18. WITHHOLDING.
The Company's obligation to deliver ADSs under the Plan shall be
subject to all applicable foreign or United States federal, state and local tax
withholding requirements. Any such federal, state and local withholding tax due
upon any disqualifying disposition of ADSs purchased under the Plan, in the
Committee's sole discretion, may be paid in ADSs (including the withholding of
ADSs subject to purchase under the Plan) upon such terms and conditions as the
Committee may determine.
19. SEVERABILITY.
If any of the terms or provisions of the Plan conflict with the
requirements of Rule 16b-3 under the Exchange Act and/or section 423 of the
Code, then such terms or provisions shall be deemed inoperative to the extent
they so conflict with the requirements of Rule 16b-3 and/or section 423 of the
Code, PROVIDED, HOWEVER, that if the Board of Directors shall have made a
determination that the Plan shall not be administered in a manner consistent
with Rule 16b-3, as provided in Paragraph 2 hereof, this Paragraph shall not
apply with respect to the requirements of Rule 16b-3. If the Plan does not
contain any provision required to be included herein under section 423 of the
Code, such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out at length herein.
20. NON-EXCLUSIVITY OF THE PLAN.
Neither the adoption of the Plan by the Board of Directors or by any
Subsidiary nor the submission of the Plan to the shareholders of the Company for
approval shall be construed as creating any limitation on the power of the Board
of Directors or any Subsidiary to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options
and the awarding of stock and cash otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.
12
21. GOVERNING LAW.
The Plan shall be governed by, and construed in accordance with, the
laws of the State of Florida.
13
EXHIBIT 5
---------
[FRESHFIELDS, BRUCKHAUS, DERINGER LETTERHEAD]
LONDON
65 Fleet Street
Carnival plc London, EC4Y 1HS
Carnival House T + 44 20 7936 4000
5 Gainsford Street Direct T + 44 20 7716 4052
London F + 44 20 7832 7001
SE21 2NE Direct F + 44 20 7832 7001
G4 F + 44 20 7936 3960
LDE No 23
E
www.freshfields.com
DOC ID LD790811/19
OUR REF BE/BA
YOUR REF
CLIENT MATTER NO. 115283-0035
4 May 2005
Dear Sirs
REGISTRATION STATEMENT ON FORM S-8
1. This opinion is given in connection with the registration with United
States Securities and Exchange Commission (the SEC) pursuant to the Securities
Act of 1933, as amended (the ACT), and the rules and regulations promulgated
thereunder of 2,000,000 Ordinary Shares of $1.66 each, represented by American
Depositary Receipts (the ORDINARY SHARES) of Carnival plc, a company
incorporated under the laws of England and Wales (the COMPANY) to be issued
pursuant to the Carnival plc 2005 Employee Stock Purchase Plan (the PLAN). We
understand that a Registration Statement on Form S-8 (the REGISTRATION
STATEMENT) is being filed under the Act with respect to the Ordinary Shares.
2. We are acting as English legal advisers to the Company for the purposes
of giving this opinion. In so acting, we have examined:
(i) the final draft of the Registration Statement to be filed under the
Act;
(ii) a copy of the current Memorandum and Articles of Association of the
Company in force as at 3 May 2005;
(iii) a certified extract of minutes of a meeting of the Board of the
directors of the Company held on 18 January 2005 authorising the issue
of the Ordinary Shares; and
(iv) a copy of the rules of the Plan; and
(v) a certified copy of the resolution of the shareholders of the Company
approving the adoption of the Plan in general meeting on 13 April 2005,
and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.
[FRESHFIELDS, BRUCKHAUS, DERINGER LETTERHEAD]
3. In considering the above documents and rendering this opinion we have
with your consent and without any further enquiry assumed:
(a) the genuineness of all signatures on, and the authenticity and completeness
of, all documents submitted to us whether as originals or copies;
(b) the conformity to originals of all documents supplied to us as photocopies
or facsimile copies;
(c) the Company has and will not make a payment out of capital in respect of
the purchase of its own shares which would cause a liability to be incurred
by shareholders under section 76 of the Insolvency Act 1986;
(d) the holders of the Company's shares have and will not receive any dividends
or other form of distribution which constitutes an unlawful distribution
pursuant to common law and/or Part VIII of the Companies Act 1985;
(e) there is no actual or implied additional contractual relationship between
the Company and the holders of its Ordinary Shares, except for the Articles
of Association of the Company;
(f) the Ordinary Shares will comprise part of the authorised and unissued share
capital of the Company at the time of issue and they will be properly
allotted and issued by the Company, under all applicable laws and by its
Memorandum and Articles of Association, including registering the new
members in the Company's Register of Members as appropriate;
(g) the Company has at all times complied with its obligations under the terms
of the Plan;
(h) the Company's Board will have properly authorised the allotment and issue
of the Ordinary Shares prior to their allotment and issue;
(i) the Company's shareholders will have properly authorised the allotment and
issue of the Ordinary Shares prior to their allotment and issue;
(j) all documents on which we have relied upon are not amended or altered and
remain accurate and are in full force and where we have examined
photocopies or facsimile copies of those documents they conform to the
originals;
(k) the Ordinary Shares will before or upon allotment or issue have been fully
paid in accordance with the Companies Act 1985;
(l) there will not have been any material change in English law prior to the
issue of the Ordinary Shares; and
(m) each of the foregoing assumptions will be true and accurate at and
immediately prior to the time of issue of the relevant Ordinary Shares.
4. Based and relying solely upon the foregoing, we confirm that, in our
opinion when the Registration Statement has become effective under the Act, any
and all
Page 2
[FRESHFIELDS, BRUCKHAUS, DERINGER LETTERHEAD]
Ordinary Shares which are the subject of the Registration Statement will, when
issued by the Company pursuant to the Plan after the Registration Statement has
become effective under the Act, be validly issued, fully paid and
non-assessable.
For the purposes of the opinion, we have assumed that the term "non-assessable"
in relation to the Ordinary Shares means under English law that the holder of
such shares, in respect of which all amounts due on such shares as to the
nominal amount and any premium thereon have been fully paid, will be under no
further obligation to contribute to the liabilities of the Company solely in its
capacity as holder of such shares.
This opinion is limited to English law as currently applied by the English
courts and is given on the basis that it will be governed by and construed in
accordance with current English law. Accordingly, we express no opinion with
regard to any system of law other than the law of England as currently applied
by the English courts.
This opinion is given to you solely for your benefit and for the purposes of the
Registration Statement to be filed under the Act. It is not to be transmitted to
any other person nor is it to be relied upon by any other person or for any
purposes or quoted or referred to in any public document without our prior
written consent, except that we consent to the filing of this opinion as an
exhibit to the Registration Statement.
We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as Exhibit 5 to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required by the Act or by the rules and regulations promulgated
thereunder.
Yours faithfully
/s/ Freshfields, Bruckhaus, Deringer
Page 3
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2005 relating to the
financial statements, management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting, of Carnival Corporation & plc, which appears in Carnival
Corporation & plc's Annual Report on Form 10-K for the year ended November 30,
2004.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
May 4, 2005