UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2014

 

Commission File Number: 001-10691

 

DIAGEO plc

(Translation of registrant’s name into English)

 

Lakeside Drive, Park Royal, London NW10 7HQ

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x                                 Form 40-F ¨

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

  

 
 

  

List identifying information required to be furnished

by Diageo plc pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act 1934

1 – 30 September 2014

 

Information Required by/when
   
Public Announcements/Press The Stock Exchange, London

 

Announcement

Company notified of transactions in respect of the Diageo Share Incentive Plan and Ms Mahlan and persons discharging managerial responsibility (‘PDMRs’) inform the Company of their interests therein.

PDMRs inform the Company of their interests in respect of the Diageo 2014 Long Term Incentive Plan (‘DLTIP’).

(5 September 2014)

 

Announcement

Company announces lodgement of documents for inspection and result of AGM.

(19 September 2014)

Announcement

Company announces purchase of shares to be held in nominee accounts to satisfy grants made under employee share plans.

(5 September 2014)

 

Announcement

Company notified of transactions in respect of the Company’s Performance Share Plan, Discretionary Incentive Plan and Diageo Executive Long term Incentive Plan and Mr Menezes, Ms Mahlan and PDMRs inform the Company of their interests therein.

(23 September 2014)

Announcement

Company announces purchase of shares to be held in nominee accounts to satisfy grants made under employee share plans.

(5 September 2014)

 

Announcement

Mr Menezes and Ms Mahlan inform the Company of their interests in respect of the DLTIP.

(25 September 2014)

Announcement

Company issues revised segmental information for prior reporting periods.

(9 September 2014)

 

Announcement

Ms Manz informs the company of her beneficial interests.

(26 September 2014)

 

Announcement

Company notified of transactions in respect of the Diageo Share Incentive Plan and Ms Mahlan and PDMRs inform the Company of their interests therein.

Dr Humer informs the Company of his beneficial interests.

(10 September 2014)

 

Announcement

Company announces purchase of own shares to be held in treasury to satisfy grants made under employee share plans.

(29 September 2014)

Announcement

Messrs Blazquez, Cutter, Fennell and Mses Lambkin, Manz, Moriarty, Wood (‘PDMRs’) inform the Company of their beneficial interests under the company’s UK Sharesave Plan 2010.

(11 September 2014)

 

Announcement

Company announces total voting rights.

(30 September 2014)

 

Announcement

Company announces purchase of own shares to be held in treasury to satisfy grants made under employee share plans.

(30 September 2014)

 

 

 
 

 

 

 

TO: Regulatory Information Service

 

PR Newswire

 

RE: Paragraph 3.1.4 of the Disclosure and Transparency Rules

 

The notifications listed below were received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that it received notification on 4 September 2014 that:

 

  1. the director and Persons Discharging Managerial Responsibilities ("PDMRs") shown below, together with other eligible employees, were awarded ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") on 4 September 2014, under the Diageo Share Incentive Plan (the "SIP"), an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:

 

Name of Director No. of Ordinary Shares
   
D Mahlan 167
   
Name of PDMR No. of Ordinary Shares
   
N Blazquez 167
   
A Fennell 167
   
C Lambkin 110
   
A Manz 167
   
S Moriarty 167
   
L Wood 167

 

The Ordinary Shares were awarded at no cost to Plan participants ("Freeshares"), to a value based on a percentage of the participant's salary on 30 June 2014 and the Company's profits for the financial year ended 30 June 2014, subject to a maximum per SIP participant of £3,000 in value per tax year. Freeshares are awarded annually and cannot normally be disposed of for a period of three years after the award date.

  

 
 

 

  2. the PDMRs shown below were granted the following options over Ordinary Shares or American Depositary Shares ("ADS")*, on 4 September 2014, under the Company's 2014 Long Term Incentive Plan, adopted by the Company on 30 July 2014 ("DLTIP"):

 

Name of PDMR No. of Ordinary Shares
   
N Blazquez 74,105
   
D Cutter 47,539
   
A Fennell 62,220
   
S Fischer 28,190
   
C Lambkin 46,140
   
A Manz 34,060
   
S Moriarty 50,475
   
L Wood 48,937
   
No. of ADS
   
A Gavazzi 12,488
   
J Kennedy 12,488
   
S Saller 12,488
   
L Schwartz 13,466

 

Each option was granted at a price of £17.88 per Ordinary Share (or $120.11 per ADS) and is exercisable between 4 September 2017 and 3 September 2024, subject to the satisfaction of performance criteria.

 

  3. the PDMRs shown below were granted the following conditional awards over Ordinary Shares or ADS, on 4 September 2014, under the DLTIP:

 

Name of PDMR No. of Ordinary Shares
   
N Blazquez 63,633
   
D Cutter 40,821
   
A Fennell 53,428
   
S Fischer 39,457
   
C Lambkin 39,621
   
A Manz 24,372
   
S Moriarty 43,343
   
L Wood 42,022
   
  No. of ADS
   
A Gavazzi 10,763
   
J Kennedy 10,763
   
S Saller 10,763
   
L Schwartz 14,186

 

 
 

 

Each conditional award will vest in September 2017 subject to the satisfaction of performance criteria.

 

Each conditional award carries a right to receive, on vesting, an amount linked to dividends paid on the Ordinary Shares (or ADSs) subject to the conditional award.

 

  4. the PDMRs shown below acquired an interest over the following Ordinary Shares on 4 September 2014 by way of a one-off award under the DLTIP. There are performance conditions attached to the release of this award under the DLTIP, and the award will vest, subject to achievement of the performance conditions, as shown below.

 

Name of PDMR
percentage
  No. of Ordinary
Shares
  Maximum percentage
vesting in 2017
  Maximum 
vesting in 2018 
             
N Blazquez   59,284   50%   50%
             
    No. of ADS        
             
J Kennedy   9,990   50%   50%

 

As a result of the above awards of Ordinary Shares under the SIP the interests of those directors and PDMRs in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) are as follows:

 

Name of Director No. of Ordinary Shares
   
D Mahlan 228,696
   
Name of PDMR No. of Ordinary Shares
   
N Blazquez 68,603
   
A Fennell 65,221
   
C Lambkin 110
   
A Manz 21,376
   
S Moriarty 36,299
   
L Wood 2,579

 

The interests in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) of the remaining PDMRs are unchanged.

 

*1 ADS is the equivalent of 4 Ordinary Shares.

 

J Nicholls

Deputy Company Secretary

 

5 September 2014

 

 
 

 

 

RNS Number : 0114R

Diageo PLC

05 September 2014

05 September 2014

Diageo plc

Transaction in Own Shares

Diageo plc ('the Company') announces that on 04 September 2014 it purchased through Bank of America Merrill Lynch 268,568 ordinary shares at a price of 1819.5531 pence per share. The purchased shares will be held in the employee share nominee accounts for the purpose of satisfying share awards made under the Company's share incentive plan.

 

This information is provided by RNS

The company news service from the London Stock Exchange

END

POSQELFBZKFLBBE

 

 
 

 

 

RNS Number : 0149R

Diageo PLC

05 September 2014

05 September 2014

Diageo plc

Transaction in Own Shares

Diageo plc ('the Company') announces that on 05 September 2014 it purchased through Bank of America Merrill Lynch 28,661 ordinary shares at a price of 1814.7234 pence per share. The purchased shares will be held in the employee share nominee accounts for the purpose of satisfying share awards made under the Company's share incentive plan.

 

This information is provided by RNS

The company news service from the London Stock Exchange

END

POSDELFBZKFFBBQ

 

 
 

 

 

RNS Number : 1300R

Diageo PLC

09 September 2014

 

9 September 2014

 

Diageo issues revised segmental information for prior reporting periods

 

As announced on 30 July 2014, Diageo has made changes to management responsibilities. An assessment was subsequently made to determine how the business will be presented in its management reporting to the executive committee and this has led to a change in the reporting of the group's external geographic segments. For the year ending 30 June 2015 the following geographical segments will be reported:

 

· North America

· Europe

· Africa

· Latin America and Caribbean

· Asia Pacific

· Corporate

 

As a consequence of this change the figures for the geographical segments for prior periods have been restated.

 

Revised segmental information for the years ended 30 June 2014 and 30 June 2013 and the six month period ended 31 December 2013 is provided below.

 

Organic growth percentages by geographic segment for the year ended 30 June 2014 are also provided.

 

Volume

 

  Year ended 30 June 2014   Year ended 30 June 2013
  As
reported
units
 million
Reclass
units
million
Restated
units million
  As
reported
units 
million
Reclass
units
million
Restated
units million
North America 49.3 - 49.3   53.6 - 53.6
Europe - 44.6 44.6   - 45.4 45.4
Western Europe 33.0 (33.0) -   33.6 (33.6) -
Africa - 24.4 24.4   - 26.1 26.1
Africa, Eastern Europe and Turkey 36.0 (36.0) -   37.9 (37.9) -
Latin America and Caribbean 23.0 - 23.0   23.3 - 23.3
Asia Pacific 14.8 - 14.8   15.8 - 15.8
  156.1 - 156.1   164.2 - 164.2

  

 
 

 

  Six months ended 31 Dec 2013    
  As
reported
units
 million
Reclass
units
million
Restated
units million
       
North America 26.5 - 26.5        
Europe - 24.3 24.3        
Western Europe 17.7 (17.7) -        
Africa - 12.8 12.8        
Africa, Eastern Europe and Turkey 19.4 (19.4) -        
Latin America and Caribbean 12.5 - 12.5        
Asia Pacific 8.2 - 8.2        
  84.3 - 84.3        

Sales

 

  Year ended 30 June 2014   Year ended 30 June 2013
  As
reported
£ million
Reclass
£
million
Restated
£ million
  As
reported
£ million
Reclass
£
million
Restated
£ million
North America 3,915 - 3,915   4,262 - 4,262
Europe - 4,935 4,935   - 5,074 5,074
Western Europe 3,644 (3,644) -   3,669 (3,669) -
Africa - 1,846 1,846   - 2,014 2,014
Africa, Eastern Europe and Turkey 3,137 (3,137) -   3,419 (3,419) -
Latin America and Caribbean 1,404 - 1,404   1,741 - 1,741
Asia Pacific 1,801 - 1,801   2,109 - 2,109
Corporate 79 - 79   76 - 76
  13,980 - 13,980   15,276 - 15,276

 

  Six months ended 31 Dec 2013    
  As
reported
£ million
Reclass
£ 
million
Restated
£ million
       
North America 2,149 - 2,149        
Europe - 2,707 2,707        
Western Europe 1,970 (1,970) -        
Africa - 1,002 1,002        
Africa, Eastern Europe and Turkey 1,739 (1,739) -        
Latin America and Caribbean 1,102 - 1,102        
Asia Pacific 1,012 - 1,012        
Corporate 42 - 42        
  8,014 - 8,014        

 

Net sales

 

  Year ended 30 June 2014   Year ended 30 June 2013
  As
reported
£ million
Reclass
£ million
Restated
£ million
  As
reported
£ million
Reclass
£ million
Restated
£ million
North America 3,444 - 3,444   3,723 - 3,723
Europe - 2,814 2,814   - 2,915 2,915
Western Europe 2,169 (2,169) -   2,203 (2,203) -
Africa - 1,430 1,430   - 1,564 1,564
Africa, Eastern Europe and Turkey 2,075 (2,075) -   2,276 (2,276) -
Latin America and Caribbean 1,144 - 1,144   1,453 - 1,453
Asia Pacific 1,347 - 1,347   1,572 - 1,572
Corporate 79 - 79   76 - 76
  10,258 - 10,258   11,303 - 11,303

 

 
 

 

  Six months ended 31 Dec 2013    
  As
reported
£ million
Reclass
£ 
million
Restated
£ million
       
North America 1,904 - 1,904        
Europe - 1,560 1,560        
Western Europe 1,179 (1,179) -        
Africa - 774 774        
Africa, Eastern Europe and Turkey 1,155 (1,155) -        
Latin America and Caribbean 900 - 900        
Asia Pacific 752 - 752        
Corporate 42 - 42        
  5,932 - 5,932        

 

Marketing spend

 

  Year ended 30 June 2014   Year ended 30 June 2013
  As
reported
£ million
Reclass
£ million
Restated
£ million
  As
reported
£ million
Reclass
£ million
Restated
£ million
North America 540 - 540   581 - 581
Europe - 413 413   - 431 431
Western Europe 323 (323) -   328 (328) -
Africa - 152 152   - 162 162
Africa, Eastern Europe and Turkey 242 (242) -   265 (265) -
Latin America and Caribbean 203 - 203   233 - 233
Asia Pacific 305 - 305   356 - 356
Corporate 7 - 7   6 - 6
  1,620 - 1,620   1,769 - 1,769

 

  Six months ended 31 Dec 2013    
  As
reported
£ million
Reclass
£ 
million
Restated
£ million
       
North America 293 - 293        
Europe - 231 231        
Western Europe 177 (177) -        
Africa - 81 81        
Africa, Eastern Europe and Turkey 135 (135) -        
Latin America and Caribbean 123 - 123        
Asia Pacific 170 - 170        
Corporate 5 - 5        
  903 - 903        

 

Operating profit before exceptional items

 

  Year ended 30 June 2014   Year ended 30 June 2013
  As
reported
£ million
Reclass
£
million
Restated
£ million
  As
reported
£ million
Reclass
£
million
Restated
£ million
North America 1,460 - 1,460   1,478 - 1,478
Europe - 853 853   - 903 903
Western Europe 639 (639) -   650 (650) -
Africa - 340 340   - 400 400
Africa, Eastern Europe and Turkey 554 (554) -   653 (653) -
Latin America and Caribbean 328 - 328   468 - 468
Asia Pacific 283 - 283   381 - 381
Corporate (130) - (130)   (151) - (151)
  3,134 - 3,134   3,479 - 3,479

 

 
 

 

  Six months ended 31 Dec 2013    
  As
reported
£ million
Reclass
£ million
Restated
£ million
       
North America 851 - 851        
Europe - 509 509        
Western Europe 370 (370) -        
Africa - 188 188        
Africa, Eastern Europe and Turkey 327 (327) -        
Latin America and Caribbean 386 - 386        
Asia Pacific 193 - 193        
Corporate (67) - (67)        
  2,060 - 2,060        

 

Organic growth for the year ended 30 June 2014

 

    Volume   Sales   Net sales
Increase/(decrease)   As
reported
Restated   As
reported
Restated   As
reported
Restated
    % %   % %   % %
North America   (1) (1)   3 3   3 3
Europe   - (1)   - 2   - 1
Western Europe   Flat -   1 -   Flat -
Africa   - (6)   - Flat   - Flat
Africa, Eastern Europe and Turkey   (5) -   3 -   1 -
Latin America and Caribbean   (1) (1)   5 5   2 2
Asia Pacific   (5) (5)   (7) (7)   (7) (7)
Corporate   n/a n/a   4 4   4 4
Total   (2) (2)   1 1   Flat Flat

 

    Marketing spend   Operating profit*    
Increase/(decrease)   As
reported
Restated   As
reported
Restated      
    % %   % %      
North America   2 2   8 8      
Europe   - (1)   - 1      
Western Europe   Flat -   Flat -      
Africa   - 3   - (2)      
Africa, Eastern Europe and Turkey   1 -   Flat -      
Latin America and Caribbean   1 1   3 3      
Asia Pacific   (7) (7)   (13) (13)      
Corporate   17 17   13 13      
Total   (1) (1)   3 3      

 

* Operating profit before exceptional items

 

The reported figures are those reported in the press release dated 31 July 2014.

 

Net sales are after deducting excise duties. See the company's 2014 UK annual report and annual report on Form 20-F for the year ended 30 June 2014 filed with the US Securities and Exchange Commission (SEC) for an explanation of organic movement calculations and further definitions, disclosures and information.

 

 
 

 

 

Contacts

 

Investor enquiries to: Catherine James +44 (0) 20 8978 2272 

  Pier Falcione +44 (0) 20 8978 4838
  Angela Ryker Gallagher +44 (0) 20 8978 4911
  Colette Wright +44 (0) 20 8978 1380
  investor.relations@diageo.com
Media enquiries to: James Crampton +44 (0) 20 8978 4613  
  Victoria Ward +44 (0) 20 8978 4353
press.office@diageo.com  

 

Editor notes

 

Diageo is a global leader in beverage alcohol with an outstanding collection of brands across spirits, beer and wine categories. These brands include Johnnie Walker, Crown Royal, JεB, Buchanan's, Windsor and Bushmills whiskies, Smirnoff, Cîroc and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and Guinness. 

Diageo is a global company, and our products are sold in more than 180 countries around the world. The company is listed on both the London Stock Exchange (DGE) and the New York Stock Exchange (DEO). For more information about Diageo, our people, our brands, and performance, visit us at www.diageo.com. Visit Diageo's global responsible drinking resource, www.DRINKiQ.com, for information, initiatives, and ways to share best practice. 

Celebrating life, every day, everywhere.

 

Important information

 

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities in any jurisdiction.

 

The release, publication or distribution of this announcement in certain jurisdictions may be restrict by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should observe any applicable requirements. This announcement has been prepared for the purpose of complying with the laws of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

 

This information is provided by RNS
The company news service from the London Stock Exchange

END

MSCEAKNPELXLEFF

 

 
 

 

 

TO: Regulatory Information Service
   
  PR Newswire
   
RE: PARAGRAPH 3.1.4 OF THE DISCLOSURE AND TRANSPARENCY RULES

 

The notifications listed below were all received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that:

 

  1. It received notification on 10 September 2014 of the following allocations of ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") under the Diageo Share Incentive Plan (the "Plan"), namely:

 

(i) the following director of the Company was allocated Ordinary Shares on 10 September 2014 under the Plan, by Diageo Share Ownership Trustees Limited (the "Trustee"):

 

Name of Director Number of Ordinary Shares
   
D Mahlan 11

 

(ii) the following Persons Discharging Managerial Responsibilities ("PDMR") were allocated Ordinary Shares on 10 September 2014 under the Plan, by the Trustee:

 

Name of PDMR Number of Ordinary Shares
   
N Blazquez 11
   
S Moriarty 11
   
L Wood 10

 

The number of Ordinary Shares allocated comprises those purchased on behalf of the employee using an amount which the employee has chosen to have deducted from salary ("Sharepurchase") and those awarded to the employee by the Company ("Sharematch") on the basis of one Sharematch Ordinary Share for every two Sharepurchase Ordinary Shares.

 

The Sharepurchase Ordinary Shares were purchased and the Sharematch Ordinary Shares were awarded at a price per share of £18.31.

 

 
 

 

The Ordinary Shares are held by the Trustee and in the name of the Trustee. Sharepurchase Ordinary Shares can normally be sold at any time. Sharematch Ordinary Shares cannot normally be disposed of for a period of three years after the award date.

 

  2. It received notification on 10 September 2014 that Dr FB Humer, a director of the Company, had purchased 453 Ordinary Shares on 10 September 2014 under an arrangement with the Company, whereby he has agreed to use an amount of £8,000 each month, net of tax, from his director's fees to purchase Ordinary Shares. Dr Humer has agreed to retain the Ordinary Shares while he remains a director of the Company.

 

The Ordinary Shares were purchased at a price per share of £18.31.

 

As a result of the above transactions, interests of directors and PDMRs in the Company's Ordinary Shares and American Depository Shares ("ADS")* (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) are as follows:

 

Name of Director Number of Ordinary Shares
   
Dr FB Humer 54,571
   
D Mahlan 228,707 (of which 137,249 are held as
  ADS)*
   
Name of PDMR Number of Ordinary Shares
   
N Blazquez 68,614
   
S Moriarty 36,310
   
L Wood 2,589
   

C Matthews

 

Assistant Secretary

 

10 September 2014

 

*1 ADS is the equivalent of 4 Ordinary Shares.

 

 
 

 

 

TO:   Regulatory Information Service
   
PR Newswire
   
RE:   PARAGRAPH 3.1.4 OF

 

THE DISCLOSURE RULES

 

The notification listed below was received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that it received notification on 11 September 2014 that the following Persons Discharging Managerial Responsibility ("PDMR") named below were granted options to subscribe for ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") under the Company's UK Sharesave Plan 2010 on 11 September 2014, namely:

 

Name of PDMR No. of Ordinary
Shares
Dates Option Exercisable between
     
N Blazquez 215 01 December 2019 to 31 May 2020
     
D Cutter 1,077 01 December 2019 to 31 May 2020
     
A Fennell 640 01 December 2017 to 31 May 2018
     
C Lambkin 640 01 December 2017 to 31 May 2018
     
A Manz 563 01 December 2017 to 31 May 2018
     
S Moriarty 640 01 December 2017 to 31 May 2018
     
L Wood 646 01 December 2017 to 31 May 2020

 

Each option has been granted at a price of £14.06 per Ordinary Share.

 

As a result of the above transactions the interests of PDMRs in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) are unchanged.

 

J Nicholls

 

Deputy Company Secretary

 

11 September 2014

 

 
 

 

 

RNS Number : 1519S

Diageo PLC

19 September 2014

 

NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

 

PUBLICATION OF FINAL TERMS

 

The Final Terms dated 19 September 2014 relating to the issuance by Diageo Finance PLC of (i) €500,000,000 1.750 per cent. Notes due September 2024 and (ii) a tap issuance of €500,000,000 1.125 per cent. Notes due May 2019 (the "Notes") and guaranteed by Diageo PLC, have been submitted to the UK Listing Authority and are available for viewing.

 

The Notes have been issued under the Debt Issuance Programme established by Diageo PLC, Diageo Finance PLC and Diageo Capital B.V..

 

To view the full document, please paste the following URL into the address bar of the browser:

 

http://www.rns-pdf.londonstockexchange.com/rns/1519S_-2014-9-19.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/1519S_1-2014-9-19.pdf

 

CONTACTS

 

Investor enquiries to: Colette Wright +44 (0) 20 8978 1380
     
    investor.relations@diageo.com
     
Media enquiries to: Clemmie Raynsford +44 (0) 20 8978 6168
     
  Victoria Ward +44 (0) 20 8978 4353
     
    press.office@diageo.com

 

 
 

 

DISCLAIMER - INTENDED ADDRESSEES

 

Please note that the information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the base prospectus dated 9 May 2014 (the "Prospectus")) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Final Terms and/or the Prospectus, you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

 

The Notes offered by the Prospectus and the Final Terms have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any relevant securities laws of any state of the United States and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States, as defined in Regulation S under the Securities Act. The Prospectus may not be accessed from, or transmitted in or into, the United States.

 

END

 

EDITOR NOTES

 

Diageo is a global leader in beverage alcohol with an outstanding collection of brands across spirits, beer and wine categories. These brands include Johnnie Walker, Crown Royal, JεB, Buchanan's, Windsor and Bushmills whiskies, Smirnoff, Cîroc and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and Guinness.

 

Diageo is a global company, and our products are sold in more than 180 countries around the world. The company is listed on both the London Stock Exchange (DGE) and the New York Stock Exchange (DEO). For more information about Diageo, our people, our brands, and performance, visit us at www.diageo.com. Visit Diageo's global responsible drinking resource, www.DRINKiQ.com, for information, initiatives, and ways to share best practice.

 

Celebrating life, every day, everywhere

 

This information is provided by RNS

The company news service from the London Stock Exchange

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TO: Regulatory Information Service
   
  PR Newswire
   
RE: CHAPTER 9 PARAGRAPHS 9.6.3(1) and 9.6.18 OF
   
  THE LISTING RULES

 

Diageo plc (the "Company") announces that:

 

  1. in accordance with Listing Rule 9.6.3(1), copies of the resolutions (other than those resolutions comprising ordinary business) passed by the Company at its Annual General Meeting (`AGM') held on 18 September 2014 have been uploaded to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

 

  2. voting on the resolutions put to the Company's AGM was as follows (all the resolutions were passed):

 

RESOLUTION   VOTES FOR   %*   VOTES
AGAINST
  %*   VOTES
WITHELD
                     
1) Report and Accounts   1,687,654,417   98.85%   19,579,184   1.15%   18,196,765
                     
2) Directors Remuneration Report   1,643,966,601   97.01%   50,619,135   2.99%   30,844,578
                     
3) Directors Remuneration policy**   1,663,866,061   97.47%   43,275,688   2.53%   18,288,488
                     
4) Declaration of final dividend   1,720,749,983   99.97%   447,317   0.03%   4,232,873
                     
5) Re-election of P  B Bruzelius   1,684,816,956   98.63%   23,416,625   1.37%   17,196,152
                     
6) Re-election of L  M Danon   1,714,008,749   99.59%   7,000,260   0.41%   4,421,226
                     
7) Re-election of Lord Davies   1,711,595,642   99.45%   9,421,755   0.55%   4,412,838
                     
8) Re-election of Ho KwonPing   1,643,743,598   95.52%   77,142,639   4.48%   4,543,998
                     
9) Re-election of B  D Holden   1,708,478,204   99.27%   12,530,159   0.73%   4,421,949
                     
10) Re-election of   Dr F B Humer   1,713,538,330   99.57%   7,477,896   0.43%   4,414,091
                     
11) Re-election of   D Mahlan   1,714,384,207   99.61%   6,640,510   0.39%   4,405,595
                     
12) Re-election of I Menezes   1,720,266,183   99.96%   759,321   0.04%   4,405,258
                     
13) Re-election of P G Scott   1,715,430,491   99.68%   5,584,871   0.32%   4,405,581
                     
14) Election of N S Mendelsohn   1,715,345,952   99.67%   5,624,051   0.33%   4,460,109
                     
15) Election of A J H Stewart   1,715,402,733   99.68%   5,572,772   0.32%   4,449,564
                     
16) Re-appointment of Auditor   1,697,179,543   99.51%   8,310,998   0.49%   19,939,741
                     
17) Remuneration of auditor   1,716,683,937   99.83%   2,881,832   0.17%   5,864,465
                     
18) Authority to allot shares   1,682,592,630   97.84%   37,072,189   2.16%   5,765,135
                     
19) Disapplication of pre-emption rights   1,690,332,494   98.30%   29,264,613   1.70%   5,833,210
                     
20) Authority to purchase own ordinary shares   1,719,468,050   99.91%   1,486,477   0.09%   4,474,513
                     
21) Authority to make political donations and/or to incur political expenditure in the EU**   1,672,041,493   97.25%   47,250,741   2.75%   6,137,190
                     
22) Adoption of the  Diageo 2014 long term Incentive Plan**   1,636,407,308   96.79%   54,236,833   3.21%   34,784,853

  

V Cooper

 

Senior Company Secretarial Assistant

 

19 September 2014

 

Notes

 

*As a percentage of the aggregate of votes For plus votes Against (excluding votes Withheld).

  

**Resolutions other than those concerning ordinary business.

 

 
 

 

 

TO:Regulatory Information Service
 PR Newswire

 

RE:Paragraph 3.1.4 of the Disclosure and Transparency Rules

 

The notifications listed below were received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that it received notification on 23 September 2014 that on 22 September 2014:

 

1.the Company released ordinary shares of 28 101/108 pence each in the Company (“Ordinary Shares”) and American Depositary Shares (“ADSs”)* to the following directors and persons discharging managerial responsibility (“PDMRs”) under the Company’s 2008 Performance Share Plan (“PSP”). The awards were made on 22 September 2011 and vested at a level of 55%. Also released were the Ordinary Shares and ADSs that were accrued in respect of notional dividends under the PSP during the period. The balance of each award has lapsed.

  

Name of Director Number of
Ordinary Shares
released
Number of
Ordinary
Shares in
respect of
notional
dividend
Number of
Ordinary
Shares sold#
Balance of Ordinary
retained and
beneficially owned
D Mahlan 87,765 7,607 44,912 50,460
Name of Director Number of ADS
released
Number of
ADS in respect
of notional
dividend
Number of
ADS sold#
Balance of ADS
retained and
beneficially owned
I Menezes 23,221 1,981 12,380 12,822
Name of PDMR Number of
Ordinary Shares
released
Number of
Ordinary
Shares in
respect of
notional
dividend
Number of
Ordinary
Shares sold#
Balance of Ordinary
Shares retained and
beneficially owned
N Blazquez 37,387 3,240 19,139 21,488
D Cutter 5,342 463 2,775 3,030
A Fennell 42,127 3,651 21,565 24,213
S Fischer 4,231 366 922 3,675
A Gavazzi 5,603 485 2,561 3,527
A Manz 3,931 340 821 3,450
S Moriarty 3,943 341 2,019 2,265
L Wood 3,276 283 1,677 1,882
Name of PDMR Number of ADS
released
Number of
ADS in respect
of notional
dividend
Number of
ADS shares
sold#
Balance of ADS
shares retained and
beneficially owned
J Kennedy 1,637 139 867 909
S Saller 1,789 152 947 994
L Schwartz 9,881 843 5,543 5,181

 

 
 

 

The Ordinary Shares were sold at a price per share of £18.16 and the ADSs were sold a price per ADS of $118.41.

 

2.the Company released Ordinary Shares and ADSs to the following Director and PDMRs in respect of awards made under the Company’s Discretionary Incentive Plan (“DIP”).

 

Name of 

Director

Grant Date

Number of ADS

released

Number of
ADS sold#
Balance of ADS
retained and
beneficially owned

I Menezes

 

 

 

22 Sep 2011 10,994 5,403 5,591
28 Dec 2011 3,212 1,578 1,634
Name of
PDMR
  Number of
Ordinary
Shares
released
Number of
Ordinary
Shares sold#
Balance of
Ordinary Shares
retained and
beneficially owned
N Blazquez 22 Sep 2011 10,806 5,092 5,714
Name of
PDMR
  Number of ADS
released
Number of
ADS sold#
Balance of ADS
retained and
beneficially owned
A Gavazzi 20 Sep 2010 1,699 715 984
S Saller 20 Sep 2010 3,484 1,700 1,784

 

 
 

 

3.the Company released Ordinary Shares and ADSs to the following PDMRs under the Diageo Executive Long Term Incentive Plan (“DELTIP”). The awards were made on 22 September 2011 in the form of restricted stock units (“RSUs”).

 

Name of PDMR Number of
Ordinary Shares
released
Number of
Ordinary
Shares sold#
Balance of Ordinary
Shares retained and
beneficially owned
D Cutter 8,471 4,050 4,421
S Fischer 5,869 1,177 4,692
A Gavazzi 4,603 1,936 2,667
A Manz 2,922 562 2,360
S Moriarty 4,717 2,223 2,494
L Wood 4,545 2,142 2,403
Name of PDMR Number of ADS
released
Number of
ADS sold#
Balance of ADS
retained and
beneficially owned
J Kennedy 3,221 1,571 1,650
S Saller 754 368 386

 

As a result of the above transactions the interests of the directors and PDMRs in the Company's Ordinary Shares and ADS’s (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company’s Employee Benefit Trusts) are as follows:

 

Name of Director No. of Ordinary Shares
D Mahlan  279,167 (of which 137,249 are held as ADS)
I Menezes  714,994 (of which 621,996 are held as ADS)
Name of PDMR No. of Ordinary Shares
N Blazquez  95,816
D Cutter  12,934
A Fennell  89,434
S Fischer  9,457
A Gavazzi  62,387 (of which 34,704 are held as ADS)
J Kennedy  49,094 (of which 44,498 are held as ADS)**
A Manz  27,186
S Moriarty  41,069
L Wood 6,874
Name of PDMR No. of ADS*
S Saller  17,447
L Schwartz  31,223***

 

 
 

 

V Cooper

 

Senior Company Secretarial Assistant

 

23 September 2014

 

*1 ADS is the equivalent of 4 Ordinary Shares.

 

** The above interests for J Kennedy include 33 additional ADSs following his annual validation of his 401K account.

 

*** The above interests for L Schwartz’s include 208 additional ADSs following his annual validation of his 401K account.

 

# Ordinary Shares/ADS have been sold to meet the requirement to reimburse the Company for PAYE tax and National Insurance/social security liabilities on awards released under the PSP, DIP and also the DELTIP.

 

 
 

 

 

TO: Regulatory Information Service
   
  PR Newswire
   
RE: Paragraph 3.1.4 of the Disclosure and Transparency Rules

 

The notifications listed below were received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that it received notification on 25 September 2014 that:

 

  1. the directors shown below were granted the following options over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") or American Depositary Shares ("ADS")*, on 25 September 2014, under the Company's Diageo 2014 Long Term Incentive Plan, approved by shareholders on 18 September 2014 ("DLTIP"):

 

Name of Director No. of Ordinary Shares
   
D Mahlan 140,590
  No. of ADSs
I Menezes 45,447

 

Each option was granted at a price of £17.96 per Ordinary Share (or $117.55 per ADS) and is exercisable between 25 September 2017 and 24 September 2024, subject to the satisfaction of performance criteria.

 

  2. the directors shown below were granted the following conditional awards over Ordinary Shares or ADS, on 25 September 2014, under the DLTIP:

 

Name of Director No. of Ordinary Shares
   
D Mahlan 140,590
  No. of ADSs
I Menezes 45,447

 

Each conditional award will vest in September 2017 subject to the satisfaction of performance criteria.

 

Each conditional award carries a right to receive, on vesting, an amount linked to dividends paid on the Ordinary Shares (or ADSs) subject to the conditional award.

 

The Ordinary Shares and ADSs received on the exercise of each option/vesting of each conditional award are subject to a retention period of two years during which time the director may not normally transfer, assign or otherwise dispose of the Ordinary Shares or ADSs.

 

As a result of the above grants and awards the interests in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) of the directors are unchanged.

 

V Cooper

Senior Company Secretarial Assistant

25 September 2014

 

*1 ADS is the equivalent of 4 Ordinary Shares.

 

 
 

 

 

TO: Regulatory Information Service
   
  PR Newswire
   
RE: Paragraph 3.1.4 of the Disclosure and Transparency Rules

 

The notification listed below was received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

 

Diageo plc (the "Company") announces that it received notification on 25 September 2014 that Anna Manz, a person discharging managerial responsibility ("PDMR"), sold, on 25 September 2014, 5,810 ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") at a price per Ordinary Share of £ 18.04.

 

As a result of the above transaction, Ms Manz interests in the Company's Ordinary Shares (excluding options, awards under the Company's LTIPs and interests as a potential beneficiary of the Company's Employee Benefit Trusts) are now 21,376.

 

Victoria Cooper

 

Senior Company Secretarial Assistant

 

26 September 2014 

 

 
 

 

 

RNS Number : 9196S

Diageo PLC

29 September 2014

29 September 2014

Diageo plc

Transaction in Own Shares

Diageo plc ('the Company') announces that it has today purchased through Bank of America Merrill Lynch 341,232 ordinary shares at a price of 1760.7919 pence per share. The purchased shares will be held in treasury for the purpose of satisfying options grants and share awards made under the Company's employee share plans.

The total number of shares purchased to be held in Treasury for the purpose of satisfying options grants and share awards made under the Company's employee share plans is 341,232 from 1st July 2014 to today's date.

Following the above purchase, the Company holds 239,620,578 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 2,514,627,789. 


This information is provided by RNS

The company news service from the London Stock Exchange

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TO: Regulatory Information Service
   
  PR Newswire
   
RE: Paragraph 5.6.1 of the Disclosure and Transparency Rules

 

Diageo plc - Voting Rights and Capital

 

In conformity with Paragraph 5.6.1 of the Disclosure and Transparency Rules, Diageo plc (the "Company") would like to notify the market of the following:

 

The Company's issued capital consists of 2,754,248,367 ordinary shares of 28 101/108 pence each ("Ordinary Shares") with voting rights, which includes 239,553,352 Ordinary Shares held in Treasury.

 

Therefore, the total number of voting rights in the Company is 2,514,695,015 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

 

V Cooper

Senior Company Secretarial Assistant

 

30 September 2014

 

 
 

 

 

 

RNS Number : 0742T

Diageo PLC

30 September 2014

30 September 2014

Diageo plc

Transaction in Own Shares

Diageo plc ('the Company') announces that it has today purchased through Bank of America Merrill Lynch 1,060,000 ordinary shares at a price of 1776.5143 pence per share. The purchased shares will be held in treasury for the purpose of satisfying options grants and share awards made under the Company's employee share plans.

The total number of shares purchased to be held in Treasury for the purpose of satisfying options grants and share awards made under the Company's employee share plans is 1,401,232 from 1st July 2014 to today's date.

Following the above purchase, the Company holds 240,613,352 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 2,513,635,015.

 

This information is provided by RNS

The company news service from the London Stock Exchange

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

    Diageo plc
     
    (Registrant)
     
Date: 9 October 2014   By: /s/ V Cooper
    Name: V Cooper
    Title: Senior Company Secretarial Assistant