Director/PDMR Shareholding
TO: Regulatory Information Service
PR Newswire
RE: PARAGRAPH 3.1.4 OF THE DISCLOSURE RULES
The notifications listed below, with the exception of notification 2, are each
in respect of transactions of which notification was received under Paragraph
3.1.2 of the Disclosure Rules and, in respect of directors of Diageo plc only,
Section 324 of the Companies Act 1985. Notification 2 listed below is in
respect of a transaction of which notification was received under Paragraph
3.1.2 of the Disclosure Rules.
Diageo plc (the "Company") announces that:
1. it received notification on 10 November 2006 of the following allocations of
ordinary shares of 28 101/108 pence 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
November 2006 under the Plan, by Diageo Share Ownership Trustees Limited (the
"Trustee"):
Name of Director Number of Ordinary Shares
N C Rose 18
P S Walsh 18
(ii) the following "Persons Discharging Managerial Responsibilities" ("PDMR")
were allocated Ordinary Shares on 10 November 2006 under the Plan, by the
Trustee:
Name of PDMR Number of Ordinary Shares
S Fletcher 18
J Grover 18
A Morgan 18
G Williams 18
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 £9.895.
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 9 November 2006 from the PDMRs below that they
became aware that they acquired American Depository Shares ("ADS") as a result
of the reinvestment of the Company's final dividend paid on 27 October 2006 on
their holdings in the Diageo US Sharevalue Plan:
Name of PDMR Number of ADS*
I Menezes 21
T Proctor 40
The ADS were purchased on 30 October 2006 at a price of $62.73 per ADS.
3. it received notification on 9 November 2006 from Mr NC Rose, a director,
that on 9 November 2006 he exercised options over 212,450 Ordinary Shares
granted on 11 October 2002 at a price per share of £7.59 under the Company's
Senior Executive Share Option Plan and sold 202,450 Ordinary Shares at a price
per share of £9.885.
Mr Rose retains beneficial ownership of the balance of 10,000 Ordinary Shares.
As a result of the above transactions, interests of directors and 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 Director Number of Ordinary Shares
N C Rose 310,829
P S Walsh 575,954
Name of PDMR Number of Ordinary Shares
S Fletcher 110,294
J Grover 152,435
I Menezes 241,014 (of which 37,004 are held in the
form of ADS*)
A Morgan 141,926
G Williams 189,115 (of which 5,559 are held in the
form of ADS*)
Name of PDMR Number of ADS*
T Proctor 27,041
4. it received notification on 10 November 2006 from Lord Blyth, a director of
the Company, that he has purchased 1,004 Ordinary Shares on 10 November 2006
under an arrangement with the Company, whereby he has agreed to use an amount
of £10,000 each month, net of tax, from his director's 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 £9.895.
As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 135,810.
5. it received notification on 10 November 2006 from Todd Stitzer, a director
of the Company, that he has purchased 101 Ordinary Shares on 10 November 2006
under an arrangement with the Company, whereby he has agreed to use an amount
of £1,000 each month, net of tax, from his director's fees to purchase Ordinary
Shares.
The Ordinary Shares were purchased at a price per share of £9.895.
As a result of this purchase, Mr Stitzer's interest in Ordinary Shares has
increased to 3,528.
6. it received notification on 9 November 2006 from Appleby Trust (Jersey)
Limited, as trustee of the Diageo Employee Benefit Trust (the "Employee Benefit
Trust") that they had transferred 212,450 Ordinary Shares to a beneficiary of
the Employee Benefit Trust following an exercise of options under the Company's
Senior Executive Share Option Plan on 9 November 2006.
As a result of this transaction the total holding of the Employee Benefit Trust
amounts to 5,997,992 shares.
Directors who are potential beneficiaries of the Employee Benefit Trust are PS
Walsh and NC Rose.
10 November 2006
(*1 ADS is the equivalent of 4 Ordinary Shares.)