UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE
OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
| Commission File Number: |
001-15136 |
| CARNIVAL PLC |
| (Exact name of registrant as specified in its charter) |
| |
|
Carnival House, 100 Harbour Parade
Southampton SO15 1ST, United Kingdom
011 44 23 8065 5000
|
|
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices) |
| |
|
American Depositary Shares, each representing one ordinary share of Carnival plc
Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special
Voting Trust
1.000% Senior Unsecured Notes due 2029
|
| (Title of each class of securities covered by this Form) |
| |
| None |
|
(Titles of all other classes of securities for
which a duty to file reports under section 13(a) or 15(d) remains) |
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| |
Rule 12g-4(a)(1) |
☒ |
| |
Rule 12g-4(a)(2) |
☐ |
| |
Rule 12h-3(b)(1)(i) |
☒ |
| |
Rule 12h-3(b)(1)(ii) |
☐ |
| |
Rule 15d-6 |
☐ |
| |
Rule 15d-22(b) |
☐ |
Approximate number of holders of record as of the certification or notice
date*:
| · | American Depositary Shares, each representing one ordinary share of Carnival plc: 2 |
| · | Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust: 2 |
| · | 1.000% Senior Unsecured Notes due 2029: 1 |
* On May 7, 2026, Carnival Corporation and Carnival plc completed the previously
announced unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a
UK subsidiary of Carnival Corporation Ltd. In addition, Carnival Corporation also migrated its jurisdiction of incorporation from the
Republic of Panama to Bermuda and changed its name to “Carnival Corporation Ltd.”, in accordance with the terms of the Unification
Agreement, dated February 20, 2026, between Carnival Corporation and Carnival plc.
Pursuant to the requirements
of the Securities Exchange Act of 1934, Carnival plc has caused this certification/notice to be signed on its behalf by the undersigned
duly authorized person.
| |
CARNIVAL PLC |
|
| |
|
|
|
| Date: May 18, 2026 |
By: |
/s/ Enrique Miguez
|
|
| |
|
Name: |
Enrique Miguez |
|
| |
|
Title: |
General Counsel |
|
