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 2013
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 2013
| Information | Required by/when |
| Public Announcements/Press | The Stock Exchange, London |
|
Announcement Mr Gosnell and Ms Manz, both persons discharging managerial responsibility (‘PDMR’), inform the Company of their beneficial interests. (3 December 2013)
|
Announcement Mr Gosnell, a PDMR, informs the Company of his beneficial interests. (20 December 2013) | |
|
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. Mr Blazquez and Ms Moriarty, PDMRs, inform the Company of their beneficial interests. (10 December 2013) |
Announcement Company announces total voting rights. (31 December 2013) |
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 2014 | By: /s/ V Cooper | |
| Name: V Cooper | ||
| Title: Senior Company Secretarial Assistant | ||
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 15:27 03-Dec-2013 |
| Number | 31527-CB68 |
| 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 2 December 2013 that the following persons discharging managerial responsibilities ("PDMR") had received ordinary shares of 28 101/108 pence in the Company ("Ordinary Shares") on 2 December 2013 upon the exercise of options as detailed below:
| Name of | Grant | Option | No. of | Shareplan |
| PDMR | Date | Price | Ordinary | |
| Shares | ||||
| D | 1 | £8.28 | 2,022 | Diageo UK Sharesave |
| Gosnell | December | Scheme 2010 | ||
| 2008 | £9.41 | 114 | ||
| A Manz | Diageo UK Sharesave | |||
| 1 | Scheme 2000 | |||
| December | ||||
| 2010 |
As a result of these transaction, the interests of PDMRs in the Company's Ordinary Shares (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 PDMR | Number of Ordinary Shares |
| D Gosnell | 154,007 |
| A Manz | 21,209 |
| J Nicholls |
Deputy Company Secretary
3 December 2013
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 14:18 10-Dec-2013 |
| Number | 31417-774C |
| 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 2013 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 December 2013 under the Plan, by Diageo Share Ownership Trustees Limited (the "Trustee"):
| Name of Director | Number of Ordinary Shares |
| D Mahlan | 10 |
(ii) the following Persons Discharging Managerial Responsibilities ("PDMR") were allocated Ordinary Shares on 10 December 2013 under the Plan, by the
Trustee:
| Name of PDMR | Number of Ordinary Shares |
| N Blazquez | 10 |
| D Gosnell | 10 |
| A Morgan | 10 |
| S Moriarty | 9 |
| L Wood | 9 |
| I Wright | 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 £19.27.
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 2013 that Dr FB Humer, a director of the Company, had purchased 430 Ordinary Shares on 10 December 2013 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 £19.27.
3. It received notification on 9 December 2013 that the following PDMRs had received Ordinary Shares on 9 December 2013 upon the exercise of options as detailed below:
4.
| Name of | Grant | Option | No. of | Shareplan |
| PDMR | Date | Price | Ordinary | |
| Shares | ||||
| N | 1 | £8.28 | 404 | Diageo UK |
| Blazquez | December | Sharesave | ||
| 2008 | £9.41 | 956 | Scheme | |
| S | 2000 | |||
| Moriarty | 1 | |||
| December | Diageo UK | |||
| 2010 | Sharesave | |||
| Scheme | ||||
| 2010 |
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 | 50,042 |
| D Mahlan | 227,858 (of which 136,659 are held as ADS) |
| Name of PDMR | Number of Ordinary Shares |
| N Blazquez | 71,805 |
| D Gosnell | 154,017 |
| A Morgan | 162,380 |
| S Moriarty | 35,689 |
| L Wood | 2,317 |
| I Wright | 57,578 |
| P D Tunnacliffe | |
| Company Secretary | |
| 10 December 2013 | |
| *1 ADS is the equivalent of 4 Ordinary Shares. | |
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Director/PDMR Shareholding |
| Released | 12:30 20-Dec-2013 |
| Number | 31230-A3B5 |
| TO: | Regulatory Information Service |
| PR Newswire | |
| RE: | Paragraph 3.1.4 of the Disclosure and Transparency Rules |
The notification 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 19 December 2013 that David Gosnell, a person discharging managerial responsibility ("PDMR"), transferred 44,634 ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") held in his own name to his spouse Mrs Susan Gosnell on 19 December 2013.
As a result of this transaction, Mr Gosnell'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) remain unchanged at 154,017.
P D Tunnacliffe
Company Secretary
20 December 2013
| Company | Diageo PLC |
| TIDM | DGE |
| Headline | Total Voting Rights |
| Released | 10:46 31-Dec-2013 |
| Number | 31043-C864 |
| 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 2,754,201,224 ordinary shares of 28 101/108 pence each ("Ordinary Shares") with voting rights, which includes
243,149,675Ordinary Shares held in Treasury.
Therefore, the total number of voting rights in the Company is 2,511,051,549and 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.
J Nicholls
Deputy Company Secretary
31 December 2013