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 May 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 May 2014
| Information | Required by/when | |
| Public Announcements/Press | The Stock Exchange, London | |
Announcement Mr Menezes, a Director, informs the company of his beneficial interests. (1 May 2014) |
Announcement Mr Ghostine, a PDMR, informs the company of his beneficial interests. (15 May 2014) | |
Announcement Company announces appointment of Mr Alan Stewart to its Board as a non-executive director, effective 1 September 2014. (9 May 2014) |
Announcement Mr Morgan & Mr Schwartz, PDMRs, inform the company of their beneficial interests. (22 May 2014) | |
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. Dr Humer informs the Company of his beneficial interests. (12 May 2014) |
Announcement Company announces total voting rights for April 2014. (30 May 2014) | |
Announcement Company announces director declaration. (13 May 2014) |
Announcement Mr Blazquez, a PDMR, informs the company of his beneficial interests. (30 May 2014) | |
Announcement Ms Wood, a PDMR, informs the company of her beneficial interests. (13 May 2014) |
| Company | Diageo PLC |  |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 12:31 01-May-2014 | |
| Number | 41230-335D |
| 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 1 May 2014 that Ivan Menezes, a director, had on 29 April 2014 transferred 24,627 American Depository Shares in the Company ("ADSs")* held in a grantor retained annuity trust, of which he is trustee and beneficiary to a joint account held with his spouse.
As a result of the above transactions, the interests of Mr Menezes in ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") (excluding options, awards under the Company's LTIPs and interests as a potential beneficiary of the Company's Employee Benefit Trusts) remain at 634,809 (of which 541,811 are held as ADS).
J Nicholls
Deputy Company Secretary
1 May 2014
*1 ADS is the equivalent of 4 Ordinary Shares.
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Appointment to Board of Directors | |
| Released | 09:00 09-May-2014 | |
| Number | 6544G09 |
RNS Number : 6544G
Diageo PLC
09 May 2014
9 May 2014
DIAGEO ANNOUNCES APPOINTMENT TO ITS BOARD OF DIRECTORS
Diageo announces the appointment of Alan Stewart to its Board as a Non-Executive Director effective 1 September 2014. Alan will also join the Audit, the Nomination and the Remuneration Committees on appointment.
Alan Stewart is currently Chief Financial Officer of Marks & Spencer plc and also has responsibility for IT, supply chain and logistics. Prior to his appointment to Marks & Spencer plc in 2010, Mr Stewart was Chief Financial Officer of AWAS, a leading aircraft leasing company and Group Finance Director of WH Smith plc. He formerly held a number of senior executive roles at Thomas Cook Holdings.
Commenting on the appointment, Diageo Chairman Dr Franz Humer said:
"Alan's strong track record in accountancy and financial management together with his experience in retail, travel and the banking industries will be of great value to Diageo as we continue to focus on driving long-term profitable growth. I look forward to welcoming him to the Board."
ENDS
Enquiries
Media relations:
Kirsty King +44 (0) 208 978 6855
James Crampton +44 (0) 208 978 4613
press.office@diageo.com
Investor relations:
Pier Falcione +44 (0) 208 978 4838
Angela Ryker Gallagher +44 (0) 208 978 4911
investor.relations@diageo.com
Notes to Editors
About Alan Stewart
Alan Stewart was appointed Chief Financial Officer of Marks & Spencer plc in October 2010 and serves on the company's Board of Directors. He also has responsibility for IT, supply chain and logistics.
Alan has extensive experience of retail and other highly competitive industries, including travel and banking. Alan spent nine years working for HSBC Investment Bank before joining Thomas Cook in 1996, where he spent seven years, in roles including Chief Executive of Thomas Cook UK and Group Chief Financial Officer of Thomas Cook Holdings. Alan joined WH Smith plc in 2005 as Group Finance Director, where he played a key role in delivering the Group's improved performance. In 2008 Alan joined AWAS, a leading aircraft leasing company, as Chief Financial Officer until October 2010. He was previously a Non-Executive Director of Games Workshop Group plc.
He is 54 years old.
About Diageo
Diageo is the world's leading premium drinks business with an outstanding collection of beverage alcohol brands across spirits, beer and wine. These brands include Johnnie Walker, Crown Royal, JεB, Windsor, Buchanan's and Bushmills whiskies, Smirnoff, Cîroc and Ketel One vodkas, Baileys, Captain Morgan, 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, brands, and performance, visit us at www.diageo.com. For our global resource that promotes responsible drinking through the sharing of best practice tools, information and initiatives, visit DRINKiQ.com.
Celebrating life, every day, everywhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
BOASSDFMAFLSEEI
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 15:20 12-May-2014 | |
| Number | 41520-BD97 |
| 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 12 May 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 12 May 2014 under the Plan, by Diageo Share Ownership Trustees Limited (the "Trustee"):
| Name of Director | Number of Ordinary Shares |
| D Mahlan | 9 |
(ii) the following Persons Discharging Managerial Responsibilities ("PDMR") were allocated Ordinary Shares on 12 May 2014 under the Plan, by the Trustee:
| Name of PDMR | Number of Ordinary Shares |
| N Blazquez | 9 |
| D Gosnell | 11 |
| A Morgan | 11 |
| S Moriarty | 9 |
| L Wood | 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 £18.50.
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 12 May 2014 that Dr FB Humer, a director of the Company, had purchased 448 Ordinary Shares on 12 May 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 £18.50.
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 | 52,757 |
| D Mahlan | 228,038 (of which 136,789 are held as ADS) |
| Name of PDMR | Number of Ordinary Shares |
| N Blazquez | 71,855 |
| D Gosnell | 172,531 |
| A Morgan | 162,430 |
| S Moriarty | 36,101 |
| L Wood | 2,368 |
J Nicholls
Deputy Company Secretary
12 May 2014
*1 ADS is the equivalent of 4 Ordinary Shares.
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director Declaration | |
| Released | 11:38 13-May-2014 | |
| Number | 41137-47E8 |
| TO: | Regulatory Information Service |
| PR Newswire | |
| RE: | PARAGRAPH 9.6.13 OF THE LISTING RULES |
Diageo plc (the "Company") announces the following in respect of Mr Alan Stewart, who was appointed a director of the Company with effect from 1 September 2014 (as previously announced).
a: in respect of Listing Rules paragraph 9.6.13 (1), Mr Stewart is a director of Marks and Spencer Group plc.
b: in respect of Listing Rules paragraphs 9.6.13 (2), (3),(4),(5) and (6), there are no such details to disclose.
J Nicholls
Deputy Company Secretary
13 May 2014
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 14:01 13-May-2014 | |
| Number | 41400-52A8 |
| 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 13 May 2014 that Leanne Wood, a person discharging managerial responsibility ("PDMR"), exercised options on 13 May 2014 over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") as follows:
| Company Plan | No.
of Ordinary Shares |
Date of grant | Price
per Ordinary Share |
| Diageo Executive Long Term Incentive Plan | 1,300 | 20 September 2010 | £10.80 |
Subsequently, on 13 May 2014, Ms Wood sold 1,286 Ordinary Shares at a price per Ordinary share of £18.55. She retains the balance of 14 Ordinary Shares.
As a result of the above transactions, Ms Wood'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 2,382.
V Cooper
Senior Company Secretarial Assistant
13 May 2014
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 10:38 15-May-2014 | |
| Number | 41038-BEC5 |
| 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 14 May 2014 that Gilbert Ghostine, a person discharging managerial responsibility ("PDMR"), exercised options on 14 May 2014 over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") as follows:
| Company Plan | No.
of Ordinary Shares |
Date of grant | Price
per Ordinary Share |
Senior Executive Share Option Plan |
93,171 |
20 September 2010 | £10.80 |
Subsequently, on 14 May 2014, Mr Ghostine sold 92,239 Ordinary Shares at a price per Ordinary share of £18.80. He retains the balance of 932 Ordinary Shares.
As a result of the above transactions, Mr Ghostine'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 165,768 (of which 33,297 are held as American Depositary Shares).
V Cooper
Senior Company Secretarial Assistant
15 May 2014
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 13:19 22-May-2014 | |
| Number | 41318-8956 |
| 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 22 May 2014 that:
1. Andrew Morgan, a person discharging managerial responsibilities ("PDMR"), exercised options on 16 May 2014 over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") as set out below:
| No.
of Ordinary Shares |
Date of grant | Price
per Ordinary Share |
115,222 |
20 September 2010 | £10.80 |
Of the shares arising, Mr Morgan sold 114,070 at a price per Ordinary Share of £19.48. Mr Morgan retains the balance of 1,152 Ordinary Shares.
2. Larry Schwartz, a PDMR, sold, on 20 May 2014, 7,794 American Depository Shares ("ADS")* in the Company at a price per ADS of $128.83.
As a result of the above transactions, the interests of the PDMRs in the Company's Ordinary Shares and 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 PDMR | Number of Ordinary Shares |
A Morgan |
163,582 |
| Number of ADS | |
| L Schwartz | 25,834 |
Victoria Cooper
Senior Company Secretarial Assistant
22 May 2014
*1 ADS is the equivalent of 4 Ordinary Shares
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Total Voting Rights | |
| Released | 12:24 30-May-2014 | |
| Number | 41223-8862 |
| 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 2,754,208,464 ordinary shares of 28 101/108 pence each ("Ordinary Shares") with voting rights, which includes 242,394,818Ordinary Shares held in Treasury.
Therefore, the total number of voting rights in the Company is 2,511,813,646 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 May 2014
| Company | Diageo PLC | |
| TIDM | DGE | |
| Headline | Director/PDMR Shareholding | |
| Released | 12:25 30-May-2014 | |
| Number | 41224-A4E5 |
| 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 29 May 2014 that Nick Blazquez, a person discharging managerial responsibility ("PDMR"), exercised options on 29 May 2014 over ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") as follows:
| Company Plan | No.
of Ordinary Shares |
Date of grant | Price
per Ordinary Share |
Senior Executive Share Option Plan |
78,935 |
20 September 2010 | £10.80 |
Subsequently, on 29 May 2014, Mr Blazquez sold 78,135 Ordinary Shares at a price per Ordinary share of £19.07. He retains the balance of 800 Ordinary Shares.
As a result of the above transactions, Mr Blazquez'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 72,655.
V Cooper
Senior Company Secretarial Assistant
30 May 2014
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 June 2014 | By: /s/ V Cooper | |
Name: V Cooper Title: Senior Company Secretarial Assistant | ||