DIAGEO PLC 6-K
Table of Contents

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Diageo plc

(Translation of registrant’s name into English)

8 Henrietta Place, London W1G 0NB

(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  þ   Form 40-F  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

     
Yes  o   No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 ______

 


TABLE OF CONTENTS

SIGNATURES
List identifying information required to be furnished by Diageo plc
PRESS RELEASE 02-AUG-04
PRESS RELEASE 06-AUG-04
PRESS RELEASE 09-AUG-04
PRESS RELEASE 10-AUG-04
PRESS RELEASE 13-AUG-04
PRESS RELEASE 20-AUG-04
PRESS RELEASE 23-AUG-04
PRESS RELEASE 27-AUG-04


Table of Contents

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 6 September 2004   By   /S/ J Nicholls

Name:  J Nicholls
Title:    Deputy Company Secretary

 


Table of Contents

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 August - 31 August 2004

     
     Information
       Required by/when
 
   
     Public Announcements/Press
       The Stock Exchange, London
 
Announcement
Mr Shanahan informs the company of his beneficial interests.
(2 August 2004)
 
Announcement
Transfer of Shares by Diageo Share Ownership Trustee Limited.
(6 August 2004)
 
Announcement
The Capital Group Companies Inc. notification of interest in shares of the Company.
(9 August 2004)
 
Announcement
Messers Walsh and Rose and Lord Blyth inform the company of their beneficial interests and Transfer of Shares by Diageo Share Ownership Trustee Limited
(10 August 2004)
 
Announcement
Transfer of Shares by Diageo Share Ownership Trustee Limited.
(13 August 2004)
 
Announcement
Transfer of Shares by Diageo Share Ownership Trustee Limited and Messers Walsh and Rose inform the company of their beneficial interests.
(20 August 2004)
 
Announcement
Transfer of Shares by Diageo Share Ownership Trustee Limited.
(23 August 2004)
 
Announcement
Transfer of Shares by Diageo Share Ownership Trustee Limited.
(27 August 2004)
   

 


Table of Contents

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
15:19 02-Aug-04
Number  
PRNUK-0208
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that Mr W S Shanahan, a director, notified the Company on 30 July 2004 that he became aware on 30 July 2004 that he had acquired a beneficial interest in a further 58.929 American Depositary Shares in the Company (‘ADS’). These ADSs were acquired by a broker on Mr Shanahan’s behalf by way of reinvestment of the dividend paid by the Company on 13 April 2004 at a rate of US$0.7724 per ADS.

As a result of these transactions, Mr Shanahan’s beneficial interest in ADSs is 4,147.752. One ADS is the equivalent of four ordinary shares of 28 101/108 pence in the Company.

Mr Shanahan also has a beneficial interest in 850 9.42% Cumulative Preferred Securities, Series A of Grand Metropolitan Delaware, L.P., a subsidiary of the Company.

2 August 2004

END

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
15:36 06-Aug-04
Number  
PRNUK-0608
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that it received notification on 6 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the ‘Trustee’), as trustee of the Diageo Share Incentive Plan (the ‘Plan’) that the Trustee sold 83 ordinary shares of 28 101/108 pence in the Company (‘Ordinary Shares’) in respect of participants leaving the Plan. The Ordinary Shares were sold on 30 July 2004 at a price per Ordinary Share of £6.7806, by the Trustee. The Plan is an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries.

                 
Date of   No of Ordinary   Price Per
Transaction
  Shares Sold
  Share
30.07.04
    83     £ 6.7806  

 


Table of Contents

The total holding of the Trust now amounts to 3,321,038 ordinary shares.

6 August 2004

END

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Holding(s) in Company
Released  
15:30 09-Aug-04
Number  
PRNUK-0908
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 9 PARAGRAPH 11 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that it received notification on 9 August 2004 for the purposes of Sections 198 to 208 of the Companies Act 1985, from The Capital Group Companies Inc. (‘Capital’) that as at 4 August 2004 Capital had increased its interest in the Company’s Ordinary Shares of 28 101/108p each (‘Ordinary Shares’) to 122,634,410 Ordinary Shares, representing 4.012 per cent. of the issued share capital. These shares are under Capital’s investment management and are not owned for their own account. The Holders, Registered Names and the number of Ordinary Shares held by each of them are as follows:

         
Holder
  Number of shares
Capital Guardian Trust Company
    43,511,260  
Registered Name:
       
State Street Nominees Limited, London
    6,742,537  
Bank of New York Nominees, London
    1,041,000  
Northern Trust, c/o NorTrust Nominees Limited, London
    170,100  
Chase Nominees Limited, London
    19,932,904  
BT Globenet Nominees Limited, London
    499,200  
Midland Bank plc, London
    5,142,600  
Cede & Co., New York
    14,400  
Bankers Trust, London
    1,967,200  
Barclays Bank, London
    359,400  
Citibank London, London
    17,700  
Royal Trust
    23,100  
Nortrust Nominees, London
    5,633,979  

 


Table of Contents

         
Holder
  Number of shares
Royal Bank of Scotland, London
    65,500  
MSS Nominees Limited, London
    31,100  
State Street Bank & Trust Co.
    74,100  
Citibank
    20,100  
Citibank N.A., Toronto
    39,600  
HSBC Bank plc, London
    18,000  
Mellon Bank N.A., London
    152,200  
ROY Nominees Limited, London
    30,000  
Mellon Nominees (UK) Limited, Glasgow
    1,514,940  
HSBC, Kuala Lumpur
    21,600  
 
       
Capital International Limited
    13,999,152  
Registered Name:
       
State Street Nominees Limited, London
    328,453  
Bank of New York Nominees, London
    5,009,707  
Northern Trust, c/o NorTrust Nominees Limited, London
    974,377  
Chase Nominees Limited, London
    1,772,935  
Midland Bank plc, London
    36,000  
Bankers Trust, London
    158,688  
Barclays Bank, London
    42,400  
Morgan Guaranty, London
    264,100  
Nortrust Nominees, London
    2,716,021  
Royal Bank of Scotland
    56,800  
State Street Bank & Trust Co.
    319,500  
Deutsche Bank AG, London
    1,202,600  
HSBC Bank plc, London
    844,420  
Mellon Bank N.A., London
    116,251  
Bank One, London
    108,800  
Clydesdale Bank plc
    48,100  

 


Table of Contents

         
Holder
  Number of shares
Capital International S.A.
    1,197,900  
Registered Name:
       
Chase Nominees Limited, London
    605,200  
Midland Bank plc, Poutney Hill
    257,300  
Barclays Bank, London
    230,600  
Brown Bros., Pittsburgh
    22,800  
Royal Bank of Scotland, London
    33,200  
HSBC Bank plc, London
    48,800  
 
       
Capital International, Inc.
    3,816,098  
Registered Name:
       
State Street Nominees Limited, London
    1,346,200  
Bank of New York Nominees, London
    285,900  
Northern Trust, London
    23,500  
Chase Nominees Limited, London
    1,244,700  
Midland Bank plc, Poutney Hill
    80,200  
Bankers Trust, London
    6,900  
Citibank London, London
    13,800  
Nortrust Nominees, London
    248,200  
Royal Bank of Scotland, London
    62,800  
State Street Bank and Trust Co.
    134,400  
Citibank
    15,600  
RBSTB Nominees Ltd., London
    13,300  
Citibank NA, Toronto
    196,198  
HSBC Bank plc, London
    53,700  
JP Morgan Chase Bank
    90,700  
 
       
Capital Research and Management Company
    60,110,000  
Registered Name:
       
Chase Nominees Limited, London
    60,110,000  
Total
    122,634,410  

9 August 2004

END

 


Table of Contents

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
13:37 10-Aug-04
Number  
PRNUK-1008
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces:

1) that it received notification on 10 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the ‘Trustee’), as trustee of the Diageo Share Incentive Plan (the ‘Plan’) that:

(i) the Trustee purchased 50,133 ordinary shares of 28 101/108 pence in the Company (‘Ordinary Shares’) in respect of participants in the Plan on 10 August 2004 at a price of £6.62 per share. The Ordinary Shares were purchased by Diageo Share Ownership Trustees Limited, which holds Ordinary Shares as trustee of the Plan;

(ii) that the following directors of the Company were allocated Ordinary Shares on 10 August 2004 under the Plan, from those purchased by the Trustee as disclosed in (i) above:

         
Name of Director
  Number of Ordinary Shares
N C Rose
    28  
P S Walsh
    28  

The number of Ordinary Shares allocated comprises those purchased by the Trustee 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 £6.62.

The Ordinary Shares are held by 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.

As a result of the above, these directors’ interests in the Company’s Ordinary Shares (excluding options, awards under the Company’s LTIPs and also interests as potential beneficiaries of the Grand Metropolitan No 2 Employee Share Trust and the Diageo Employee Benefit Trust) are as follows:

 


Table of Contents

         
Name of Director
  Number of Ordinary Shares
N C Rose
    172,355  
P S Walsh
    672,002  

As a result of purchases, awards and transfers made by the Trustee on behalf of the Company on 10 August 2004 in respect of all participants in the Plan, the total holding of the Trustee now amounts to 3,371,171 Ordinary Shares.

2) that it received notification on 10 August 2004 from Lord Blyth that he has purchased 1,107 Ordinary Shares on 10 August 2004 under an arrangement with the Company, whereby he has agreed to use an amount of £7,375 per month, net of tax, from his fees to purchase Ordinary Shares. Lord Blyth 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 £6.62.

As a result of this purchase, Lord Blyth’s interest in Ordinary Shares has increased to 44,791.

10 August 2004

END

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
12:54 13-Aug-04
Number  
PRNUK-1308
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that it received notification on 13 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the ‘Trustee’), as trustee of the Diageo Share Incentive Plan (the ‘Plan’) that the Trustee sold 463 ordinary shares of 28 101/108 pence in the Company (‘Ordinary Shares’) in respect of participants leaving the Plan and transferred 1,708 Ordinary Shares to participants leaving the Plan. The Ordinary Shares were sold on 12 August 2004 at a price per Ordinary Share of £6.6413, by the Trustee. The Plan is an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries.

                 
Date of   No of Ordinary   Price Per
Transaction
  Shares Sold
  Share
12.08.04
    463     £ 6.6413  
         
Date of    
Transaction
  No of Ordinary Shares Transferred
12.08.04
    1,708  

 


Table of Contents

The total holding of the Trust now amounts to 3,369,000 ordinary shares.

13 August 2004

END

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
11:55 20-Aug-04
Number  
PRNUK-2008
     
TO:  
Regulatory Information Service
   
The London Stock Exchange
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces:

1) That it received notification on 20 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the ‘Trustee’), as trustee of the Diageo Share Incentive Plan (the ‘Plan’) that the Trustee sold 182 ordinary shares of 28 101/108 pence in the Company (‘Ordinary Shares’) in respect of participants leaving the Plan, on 13 August 2004 at a price of £6.6215 per share and transferred 10,150 Ordinary Shares to participants leaving the Plan, on 13 August 2004. The Plan is an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries.

The total holding of the Trust now amounts to 3,358,668 ordinary shares.

2) That it received notification on 19 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Hill Street Trustees Limited as the trustee of the Grand Metropolitan PLC No 2 Employee Share Trust (the ‘Employee Share Trust’) that they had made the following transfers of the Company’s Ordinary Shares to participants of the Employee Share Trust upon their exercise of employee share options: 4 October 2002 — 4,000 Ordinary Shares at a share option price of £4.6699 per share; 9 June 2003 — 4,000 Ordinary Shares at a share option price of £4.4397 per share; 23 June 2003 — 4,000 Ordinary Shares at a share option price of £4.3835 per share; 17 November 2003 — 1,000 Ordinary Shares at a share option price of £4.3485 per share; and 19 December 2003 - 1,000 Ordinary Shares at a share option price of £4.1436 per share. The Employee Share Trust is a discretionary trust for the benefit of employees of the Company and its subsidiaries and operates primarily in conjunction with former Grand Metropolitan PLC share schemes.

The following directors are potential beneficiaries of the Employee Share Trust:

N C Rose

P S Walsh

As a result of the above transactions, the Employee Share Trust’s total holding in the Company is 14,528 Ordinary Shares and 447,580 Ordinary Shares subject to call options.

20 August 2004

END

 


Table of Contents

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
13:05 23-Aug-04
Number  
PRNUK-2308
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that it received notification on 23 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Hill Street Trustees Limited as the trustee of the Grand Metropolitan PLC No 2 Employee Share Trust (the ‘Employee Share Trust’) that call options to purchase 67,484 Ordinary Shares of 28 101/108 pence in the Company (‘Ordinary Shares’) were taken up on 19 August 2004 at a price of £4.23 per Ordinary Share.

The Employee Share Trust is a discretionary trust for the benefit of employees of the Company and its subsidiaries and operates primarily in conjunction with former Grand Metropolitan PLC share schemes.

The following directors are potential beneficiaries of the Employee Share Trust:

N C Rose

P S Walsh

As a result of the above transactions, the Employee Share Trust’s total holding in the Company is 82,012 Ordinary Shares and 380,096 Ordinary Shares subject to call options.

23 August 2004

END

     
Company  
Diageo PLC
TIDM  
DGE
Headline  
Director Shareholding
Released  
13:49 27-Aug-04
Number  
PRNUK-2708
     
TO:  
Regulatory Information Service
   
PR Newswire
   
 
RE:  
CHAPTER 16 PARAGRAPH 13 OF
   
THE LISTING RULES

Diageo plc (the ‘Company’) announces that it received notification on 27 August 2004 for the purposes of Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the ‘Trustee’), as trustee of the Diageo Share Incentive Plan (the ‘Plan’) that the Trustee sold 1,035 ordinary shares of 28 101/108 pence in the Company (‘Ordinary Shares’) in respect of participants leaving the Plan, on 20 August 2004 at a price of £6.6113 per

 


Table of Contents

share and transferred 10,181 Ordinary Shares to participants leaving the Plan, on 20 August 2004. The Plan is an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries.

The total holding of the Plan now amounts to 3,347,452 Ordinary Shares.

Directors who are potential beneficiaries of the Plan are NC Rose and PS Walsh.

27 August 2004

END