Director/PDMR Shareholding
TO: Regulatory Information Service
PR Newswire
RE: PARAGRAPH 3.1.4 OF
THE DISCLOSURE RULES
The notifications listed below are each in respect of a single transaction 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.
1. Diageo plc (the "Company") announces that on 16 February 2007 it received
notification from the trustee of the Diageo Employee Benefit Trust (the
"Employee Benefit Trust") as detailed below. The Employee Benefit Trust is a
discretionary trust for the benefit of employees of the Company and its
subsidiaries and operates primarily in conjunction with the Company's Long Term
Incentive Plan, now called the Total Shareholder Return Plan (the "Plan"),
approved by shareholders on 11 August 1998.
a) Appleby Trust (Jersey) Limited, as trustee of the Employee Benefit Trust
("the Trustee"), had, on 16 February 2007, released ordinary shares of 28 101/
108 pence of the Company ("Ordinary Shares") to participants under the Plan at
a level of 72% as follows:
Date of Transaction No. of Ordinary Shares
16.02.2007 584,335
including Ordinary Shares and American Depositary Shares ("ADSs") transferred
to directors and Persons Discharging Managerial Responsibility ("PDMR"),
receiving awards released under the Plan, as follows:
Name of Director No. of Ordinary Shares
NC Rose 76,795
PS Walsh 134,191
Name of PDMR No. of Ordinary Shares
S Fletcher 36,215
J Grover 31,257
A Morgan 37,185
G Williams 32,442
No. of ADSs*
R Malcolm 11,287
I Menezes 16,385
T Proctor 14,248
The awards were made on 20 February 2004. The balance of each award has lapsed.
b) the Trustee had, on 16 February 2007, made the following sale of Ordinary
Shares to meet the requirement to reimburse the Company for PAYE tax and
National Insurance liabilities on awards released under the Plan:
Date of Transaction No. Ordinary Shares Sold Sale Price of Ordinary
Shares
16.2.2007 163,101 £10.3518
No. ADSs Sold Sale Price of ADSs
16.2.2007 15,345 $81.38
including Ordinary Shares and ADSs sold on behalf of directors and PDMRs, as
follows:
Name of Director No. Ordinary Shares Sold Sale Price of Ordinary
Shares
NC Rose 31,486 £10.3518
PS Walsh 55,019 £10.3518
Name of PDMR
S Fletcher 14,849 £10.3518
J Grover 12,816 £10.3518
A Morgan 15,246 £10.3518
G Williams 13,302 £10.3518
No. ADSs Sold Sale Price of ADSs
R Malcolm 3,538 $81.38
I Menezes 5,299 $81.38
T Proctor 5,368 $81.38
2. Mr PS Walsh notified the Company that on 16 February 2007 he sold 39,172
Ordinary Shares at a price per share of £10.35. Therefore he has retained
40,000 of the shares released to him under the Plan, as announced in 1. a)
above.
3. The Company announces that it received a notification from the Trustee on 16
February 2007 that as a result of the transactions detailed above in 1, the
total holding of the Employee Benefit Trust amounts to 5,413,657 Ordinary
Shares.
4. As a result of the above release of awards and sales, the 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 356,195
P S Walsh 616,011
Name of PDMR Number of Ordinary Shares
S Fletcher 132,781
J Grover 170,933
I Menezes 285,358**
A Morgan 128,922
G Williams 208,312***
No. of ADSs
R Malcolm 29,977
T Proctor 35,921
*1 ADS is the equivalent of 4 Ordinary Shares.
(** of which 192,360 are held in the form of ADS.)
(*** of which 5,559 are held in the form of ADS.)
19 February 2007