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 June 2018
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
(01 – 30 June 2018)
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Information
Public
Announcements/Press
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Required by/when
The
Stock Exchange, London
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Announcement
Director/PDMR Shareholding
11 June
2018
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Announcement
Possible partial tender offer for shares in SJF
25 June
2018
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Diageo PLC – Director/PDMR Shareholding
Dated
11 June 2018
Diageo plc (the "Company")
LEI: 213800ZVIELEA55JMJ32
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
The following notification is intended to satisfy the Company's
obligations under Article 19.3 of EU Regulation No 596/2014 (the
Market Abuse Regulation).
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1.
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Details of Restricted Person / person closely associated with them
("PCA")
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a)
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Name
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1. J FERRÁN
2. KA MIKELLS
3. D HARLOCK
4. D CUTTER
5. T FRAME
6. D MOBLEY
7. S MORIARTY
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b)
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Position
/ status
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1. CHAIRMAN
2. CFO
3. COMPANY SECRETARY
4-7. MEMBER OF EXECUTIVE COMMITTEE
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c)
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Initial
notification / amendment
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INITIAL NOTIFICATION
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2.
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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a)
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Full
name of entity
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DIAGEO PLC
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b)
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Legal
Entity Identifier Code
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213800ZVIELEA55JMJ32
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3.
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
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a)
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Description
of the financial instrument
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ORDINARY SHARES 28 101/108 PENCE
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b)
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Identification
code/ ISIN
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GB0002374006
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c)
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Nature
of the transaction
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1: PURCHASE UNDER ARRANGEMENT WITH COMPANY
2-7: PURCHASE UNDER DIAGEO SHARE INCENTIVE PLAN
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d)
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Price(s)
and volume(s)
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Price(s)
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Volume(s)
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1. £ 27.38
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302
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2. £ 27.38
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8
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3. £ 27.38
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7
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4. £ 27.38
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8
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5. £ 27.38
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9
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6. £ 27.38
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9
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7. £ 27.38
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6
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e)
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Aggregated
information
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N/A
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f)
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Date of
transaction
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11 JUNE 2018
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g)
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Place
of transaction
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LONDON STOCK EXCHANGE (XLON)
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Diageo PLC – Possible partial tender offer for shares in
SJF
Dated
25 June 2018
25
June 2018
Possible partial tender offer for shares in Sichuan Shuijingfang
Company Limited
Diageo
has approached the Board of Directors of Sichuan Shuijingfang
Company Limited ("SJF") with
a proposal for a partial tender offer to increase its aggregate
equity stake in SJF (through its wholly-owned subsidiaries) from
approximately 39.71% to up to 60.0% at an offer price of RMB62 per
share.
SJF has made an announcement in respect of such proposal on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn).
An English translation of SJF's announcement is set out
below.
The
announcement today, of the proposal outlined above, does not
constitute the announcement of an offer and creates no obligation
on Diageo and/or any Diageo subsidiary to make an offer.
Accordingly, shareholders in SJF have been advised that such
proposal is still under discussion and there can be no certainty
that any offer will be made. Shareholders have been further
advised to be aware of investment risks in SJF shares. Further
developments will be communicated to shareholders in due
course.
Enquiries:
Investor
Relations: Pier
Falcione
+44
(0) 20 8978 4838
Media
Relations: Jessica
Rouleau
+44 (0) 20 8978 1286
About SJF
SJF is
a China-based and Shanghai-listed company principally engaged in
the manufacture and sales of alcoholic products. It mainly provides
liquor series products under the brand of "Swellfun" and its wine
products include Swellfun Diancang, Swellfun Jingtai, Swellfun
Zhenniang No. 8, Swellfun Yuanmingqing, Swellfun Jingcui, Swellfun
Hongyun, Swellfun Jindian, Swellfun Meilanjuzhu, Xiaoshuijing,
Shuijingshangpin and Tianhaochen. SJF distributes its products
within both domestic and overseas markets.
About GMIHL
GMIHL
is a wholly owned investment holding company of Diageo, the global
leader in beverage alcohol with an outstanding collection of brands
across spirits and beer categories.
About Diageo
Diageo
is a global leader in beverage alcohol with an outstanding
collection of brands across spirits and beer categories. These
brands include Johnnie Walker, Crown Royal, JeB, Buchanan's and
Windsor whiskies, Smirnoff, Cоroc 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).
Celebrating life, every day, everywhere.
Translation of SJF announcement:
Stock
code:
600779
Stock abbreviation: Shuijingfang Announcement No. Lin
2018-021
Sichuan
Shuijingfang Co., Ltd.
Indicative
Announcement of Material Matters
The
board of directors (the “Board”) and all directors of
the Company warrant that this announcement does not contain any
false information, misleading statement or material omission. The
Board and all directors of the Company will be jointly and
severally liable for the truthfulness, accuracy and completeness of
the information contained herein.
Important notice:
This
partial tender offer is still under discussion and there is no
certainty that that it will be made. The Company will continue to
perform its information disclosure obligations in accordance with
applicable laws and regulations. Investors are advised to
stay informed of further announcements that may be issued by the
Company and be aware of investment risks.
On 25
June 2018, Sichuan Shuijingfang Co., Ltd. (the "Company" or "SJF") received a written notification
from its actual controller, Diageo plc ("Diageo"), stating that Diageo proposes
to increase the percentage of its holding of SJF shares from 39.71%
to up to 60.00% through a tender offer.
The
offeror entity for this tender offer (the "Offeror") is Grand Metropolitan
International Holdings Limited, an indirect wholly-owned subsidiary
of Diageo, which indirectly holds 193,999,598 SJF shares,
representing 39.71% of the total share capital of the
Company.
I.
Basic plan of the Tender Offer
(I)
Name of the target company and shares to be acquired
1.
Name of the target company: Sichuan Shuijingfang Co.,
Ltd.
2.
Name of the stock of the target company: Shuijingfang
3.
Code of the stock of the target company: 600779
4.
Type of shares: RMB common shares
5.
The Offeror, which is an indirect wholly-owned subsidiary of
Diageo, proposes to acquire up to 99,197,820 shares of Sichuan
Shuijingfang Co., Ltd. through a tender offer, and there is no
minimum share tendered acceptance condition.
6.
Percentage of the shares to be acquired in the total share capital
of the target company: 20.29%
7.
Form of payment: Cash
8.
Tender offer price: RMB62.00 per share
9.
This tender offer will be a partial tender offer to be issued by
the Offeror to SJF shareholders other than Sichuan Chengdu
Shuijingfang Group Co., Ltd. and Diageo Highlands Holding
B.V. Upon the publication of the tender offer report, this
tender offer will be subject to no other condition.
(II)
Tender offer price and its calculation basis
1.
Tender offer price: The tender offer price is RMB62.00 per
share.
2.
Calculation basis
According to the
Measures for Administration of Acquisition of Listed Companies (the
"Acquisition Measures") and
other relevant regulations, the tender offer price and its
calculation basis are as follows:
(1)
The Offeror did not acquire any SJF shares in 6 months prior to the
date of this indicative announcement of the tender
offer.
(2)
The volume weighted daily average price of SJF shares in the 30
trading days prior to the date of this indicative announcement of
the tender offer is RMB49.61 per share. After taking into
consideration the overall development and recent market price level
in the industry, it is decided that the trading price of the tender
offer is RMB62.00 per share, representing a 24.97% premium over the
volume weighted daily average price of the shares in the 30 trading
days prior to the date of the indicative announcement of the tender
offer report, and a 22.63% premium over the closing price on 25
June 2018.
(3)
The tender offer price of the Tender Offer is not lower than the
maximum price paid by the Offeror for acquiring the same class of
shares in 6 months prior to the date of the indicative announcement
of the Tender Offer, or the volume weighted daily average price of
the same class of shares in the 30 trading days prior to the date
of the indicative announcement. Therefore, the tender offer
price complies with the requirements under the Acquisition
Measures.
(III)
Total funding and source of funds
Based
on the tender offer price of RMB62.00 per share, the maximum
funding required for the Tender Offer shall be RMB6,145,924,840.00,
all of which will be funded from the Offeror's own funds or
self-raised funds.
II.
This tender offer is a partial tender offer, and the purpose of the
tender offer is not to terminate the listing status of
SJF.
III.
Risk alerts
This
partial tender offer is still under discussion and there is no
certainty that it will be made. The Company will continue to
perform its information disclosure obligations in accordance with
applicable laws and regulations. Investors are advised to be stay
informed of further announcements that may be issued by the Company
and be aware of investment risks.
The
Company will diligently follow the development of these matters and
promptly disclose relevant information in accordance with relevant
regulations. The information disclosure platforms designated by the
Company are the China Securities, the Shanghai Securities News, the
Securities Times, the Securities Daily, and the website of the
Shanghai Stock Exchange (www.sse.com.cn). Please refer to the
information in relation to the Company as published on these
platforms. Investors are advised to be watchful of relevant
announcements and be aware of investment risks.
The
stock of the Company will resume trading at the opening of market
on 26 June.
Board
of Directors of Sichuan Shuijingfang Co., Ltd.
25 June
2018
SIGNATURE
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 authorized.
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Diageo plc
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(Registrant)
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Date:
02 July 2018
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By:___/s/ James
Edmunds
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James
Edmunds
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Deputy
Company Secretary
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