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 December 2012
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 – 31 December 2012
| Information | Required by/when | |
| Public Announcements/Press | The Stock Exchange, London |
Announcement Mr Grover, a person discharging managerial responsibility (PDMR), informs the Company of his beneficial interests. (03 December 2012) |
Announcement Mr Kennedy, a PDMR, informs the Company of his beneficial interests. (12 December 2012) | |
Announcement Company notified of transactions in respect of the Diageo Share Incentive Plan and Mr Walsh, Ms Mahlan and PDMRs inform the Company of their interests therein. Dr Humer and Mr Blazquez inform the Company of their beneficial interests. (10 December 2012) |
Announcement Company announces that United Spirits Limited shareholders approve special resolution to allot shares to Diageo. (14 December 2012) | |
Announcement Company announces end to discussions on the future of Cuervo. (11 December 2012) |
Announcement Mr Schwartz, a PDMR, informs the Company of his beneficial interests. (21 December 2012) | |
Announcement Company notified of transactions in respect of the Company’s US Executive Share Purchase Plan and Mr Menezes and PDMRs inform the Company of their interests therein. (11 December 2012) |
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 14:10 03-Dec-2012 |
| Number | 21408-50BB |
| 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 3 December 2012 that Jim Grover, a person discharging managerial responsibility ("PDMR"), exercised options on 30 November 2012 over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") granted under the Company's Senior Executive Share Option Plan as set out below:
| No. of shares | Date of grant | Price per share | ||||||
| 87,903 | 19 September 2006 | £ | 9.30 | |||||
| 81,351 | 18 September 2007 | 10.51 | ||||||
Mr Grover subsequently sold 167,561 Ordinary Shares on 30 November 2012 at a price per share of £18.59 and retains the balance of 1,693 Ordinary Shares. As a result of the above transactions, Mr Grover's 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) have increased to 186,962.
J Nicholls
Deputy Company Secretary
3 December 2012
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 14:39 10-Dec-2012 |
| Number | 21421-B682 |
| 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 December 2012 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 directors of the Company were allocated Ordinary Shares on 10 December 2012 under the Plan, by Diageo Share Ownership Trustees Limited (the "Trustee"):
| Name of Director | Number of Ordinary Shares | |
| D Mahlan | 9 | |
| PS Walsh | 11 |
(ii) the following Persons Discharging Managerial Responsibilities ("PDMR") were allocated Ordinary Shares on 10 December 2012 under the Plan, by the Trustee:
| Name of PDMR | Number of Ordinary Shares | |
| N Blazquez | 9 | |
| D Gosnell | 11 | |
| J Grover | 11 | |
| A Morgan | 11 | |
| G Williams | 11 | |
| I Wright | 11 |
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 £18.65.
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 December 2012 that Dr FB Humer, a director of the Company, had purchased 441 Ordinary Shares on 10 December 2012 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 £18.65.
3. It received notification on 10 December 2012 that the following PDMR had today received Ordinary Shares upon the exercise of options under the Diageo UK Sharesave Scheme 2007, as follows:
| Name of PDMR | Grant Date | Option Price | No. of Ordinary Shares | |||||||
| NB Blazquez | 11 October 2007 | £ | 8.41 | 399 | ||||||
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 | 43,946 | |
| D Mahlan | 132,167 (of which 131,583 are held as ADS) | |
| PS Walsh | 729,593 |
| Name of PDMR | Number of Ordinary Shares | |
| N Blazquez | 73,395 | |
| D Gosnell | 109,634 | |
| J Grover | 186,973 | |
| A Morgan | 192,937 | |
| G Williams | 176,402 (of which 6,493 are held as ADS) | |
| I Wright | 58,257 |
P Tunnacliffe
Company Secretary
10 December 2012
*1 ADS is the equivalent of 4 Ordinary Shares.
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | End to discussions on the future of Cuervo |
| Released | 07:00 11-Dec-2012 |
| Number | 1983T07 |
RNS Number : 1983T
Diageo PLC
11 December 2012
11 December 2012
Diageo announces end to discussions on the future of Cuervo
Diageo has today announced that discussions between Diageo and JB y Compania S.A. de C.V. and Lanceros S.A. de C.V., relating to the future of the Cuervo brand have ended. Both parties will now work to ensure the orderly termination of the current distribution agreement, including transitional arrangements, at the end of June 2013.
Paul S Walsh, Chief Executive, Diageo said:
'Diageo has had a long and successful relationship with the Cuervo brand and we are proud of what we have achieved for the brand as its distributor over many years. We believe that the future of the brand would be best delivered by aligning ownership of the brand with its route to market and I have no doubt that Diageo has the best route to market for this brand. However it has not been possible to agree a transaction which delivers value for Diageo's shareholders and therefore, by mutual agreement, we have terminated our discussions.'
ENDS
For further information:
| Media relations | |
| Rowan Pearman | +44 (0)20 8978 4751 |
| Kirsty King | +44 (0)20 8978 6855 |
| press.office@diageo.com | |
| Investor relations | |
| Catherine James | +44 (0)20 8978 2272 |
| Agnes Bota | +36 1 580 1022 |
| Sarah Paul | +44 (0)20 8978 4326 |
| investor.relations@diageo.com |
About Diageo
Diageo is the world's leading premium drinks business with an outstanding collection of beverage alcohol 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, Jose Cuervo, Tanqueray and Guinness.
Diageo is a global company, with its products sold in more than 180 countries around the world. The company is listed on both the New York Stock Exchange (DEO) and the London Stock Exchange (DGE). For more information about Diageo, its people and its brands, visit www.diageo.com. For Diageo's global resource that promotes responsible drinking through the sharing of best practice tools, information and initiatives, visit www.DRINKiQ.com.
Celebrating life, every day, everywhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 15:52 11-Dec-2012 |
| Number | 21551-1A43 |
| 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 it received notification on 11 December 2012 that the following Director & Persons Discharging Managerial Responsibilities ("PDMRs") were granted an estimated number of options to subscribe for American Depository Shares ("ADS")* under the USESPP as follows:
| Estimated No | Grant | |||||||||||||
| Name of | of ADS | price per | ||||||||||||
| Director | Grant Date | granted | ADS | Exercisable | ||||||||||
| I Menezes | 1 October 2012 | 208 | $ | 95.81 | 31 December 2013 | |||||||||
| Estimated No | Grant | |||||||||||||
| Name of | of ADS | price per | ||||||||||||
| PDMR | Grant Date | granted | ADS | Exercisable | ||||||||||
| R Millian | 1 October 2012 | 208 | $ | 95.81 | 31 December 2013 | |||||||||
| T Proctor | 1 October 2012 | 208 | $ | 95.81 | 31 December 2013 | |||||||||
| L Schwartz | 1 October 2012 | 208 | $ | 95.81 | 31 December 2013 | |||||||||
As a result of the above transactions, interests of the director and PDMRs in the Company's ordinary shares of 28 101/108 pence each ("Ordinary Shares") and ADS (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) remain as follows:
| Name of Director | Number of Ordinary Shares | |
| I Menezes | 519,256 (of which 426,258 are held as ADS) |
| Name of PDMR | Number of ADS | |
| R Millian | 20,807 | |
| T Proctor | 38,595 | |
| L Schwartz | 20,172 |
P D Tunnacliffe
Company Secretary
11 December 2012
*1 ADS is the equivalent of 4 Ordinary Shares.
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 13:54 12-Dec-2012 |
| Number | 21354-0864 |
| 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 11 December 2012 that John Kennedy, a person discharging managerial responsibility ("PDMR") sold American Depository Shares in the Company ("ADS")* as set out below:
| Number of ADSs | Date sold | Price per ADS | ||||||
| 1,587 | 27 November 2012 | $ | 119.57 | |||||
| 776 | 28 November 2012 | $ | 119.77 | |||||
As a result of the above transactions, Mr Kennedy's 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) are now 23,172 (of which 18,576 are held as ADSs).
P Tunnacliffe
Company Secretary
12 December 2012
*1 ADS is equal to 4 Ordinary Shares
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | USL shareholders approve special resolution |
| Released | 13:54 14-Dec-2012 |
| Number | 5925T13 |
RNS Number : 5925T
Diageo PLC
14 December 2012
14 December 2012
USL shareholders approve special resolution to allot shares to Diageo
Diageo has today announced that it has been notified that the shareholders of United Spirits Limited have approved the preferential allotment to Diageo, at a price of INR 1440 per share, of new shares amounting to 10% of the post-issue enlarged share capital of USL.
This preferential allotment of 14.53 million new shares remains conditional upon the satisfaction of (or in certain cases the waiver of) a number of conditions described in the announcement of 9 November 2012, including competition approval or clearance in India and elsewhere.
-ENDS-
For further information:
| Media relations | |
| Rowan Pearman | +44 (0)20 8978 4751 |
| Kirsty King | +44 (0)20 8978 6855 |
| press.office@diageo.com | |
| Investor relations | |
| Agnes Bota | +36 1 580 1022 |
| Angela Ryker Gallagher | +44 (0)20 8978 4911 |
| investor.relations@diageo.com |
About Diageo
Diageo is the world's leading premium drinks business with an outstanding collection of beverage alcohol 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, Jose Cuervo, Tanqueray and Guinness.
Diageo is a global company, with its products sold in more than 180 countries around the world. The company is listed on both the New York Stock Exchange (DEO) and the London Stock Exchange (DGE). For more information about Diageo, its people and its brands, visit www.diageo.com. For Diageo's global resource that promotes responsible drinking through the sharing of best practice tools, information and initiatives, visit www.DRINKiQ.com.
Celebrating life, every day, everywhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 12:17 21-Dec-2012 |
| Number | 21216-263F |
| 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 21 December 2012 that Larry Schwartz, a person discharging managerial responsibility, exercised options on 20 December 2012 over American Depository Shares in the Company ("ADS")* granted under the Company's Senior Executive Share Option Plan as set out below:
| No. of ADSs | Date of grant | Price per ADS | ||||||||
| 2,963 | 20 September 2005 | $ | 59.40 | |||||||
| 22,770 | 17 September 2009 | $ | 63.13 | |||||||
Mr Schwartz subsequently sold 25,733 ADSs on 20 December 2012 at a price per ADS of $120.07. As a result of the above transactions, Mr Schwartz's interests in the Company's ADSs (excluding options, awards under the Company's LTIPs and interests as a potential beneficiary of the Company's Employee Benefit Trusts) remain unchanged at 20,172.
P Tunnacliffe
Company Secretary
21 December 2012
*1 ADS is equal to 4 Ordinary Shares of 28 101/108 pence each in the Company
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: 7 January 2013 | By: | /s/ C Kynaston | |
| Name: | C Kynaston | ||
| Title: | Assistant Company Secretary | ||