Diageo PLC
25 February 2000
RE: CHAPTER 16 PARAGRAPH 13
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces that it has today received notification
from the Company's executive directors that they today acquired an interest
in the Company's ordinary shares of 28 101/108 pence ('Ordinary Shares')
under the Company's Long Term Incentive Plan (the 'LTIP'), approved by
shareholders on 11 August 1998, as follows:
Name of Director No. of Ordinary Shares
N C Rose 41,315
C A Storm 36,998
P S Walsh 227,804
J M J Keenan 191,508*
D N Malamatinas 163,532*
The number shown above for each director is the maximum number of shares
which could be transferred upon achieving top performance (1st, 2nd or 3rd
position) by reference to Diageo's peer group used for performance
measurement under the LTIP. The number of shares subject to each director's
conditional award is two thirds of the respective number shown above.
The performance period commenced on 1 January 2000 and, subject to the rules
of the LTIP and achievement of the performance requirement, the awards will
be released in March 2003. At position 10 within the LTIP peer group, one
third of the above shares would be transferred. At position 5, two thirds of
the above shares would be transferred.
In addition to the above, the executive directors' interests in the Company's
Ordinary Shares (excluding options, awards under the Company's LTIPs and also
interests as potential beneficiaries of the Diageo plc QUEST, Diageo plc
Employee Incentive Trust 1994, the Diageo plc Employee Incentive Trust 1996,
the Grand Metropolitan No.2 Employee Share Trust, the Diageo Employee Benefit
Trust and the Pillsbury 401(K) Savings Plan) are as follows:
Name of Director No. of Ordinary Shares
N C Rose 13,145
C A Storm 68,494
P S Walsh 106,556**
J M J Keenan 171,524*
D N Malamatinas 3,361
* Held in the form of American Depositary Shares (ADSs). One ADS is
equivalent to four Ordinary Shares.
** Including 56,068 Ordinary Shares held in the form of ADSs.
The Company further announces that it received notification on 25 February
2000 for the purposes of Section 329 of the Companies Act 1985 that the
trustee of the Diageo plc QUEST (the 'Trust') has transferred 28,261 of the
Company's Ordinary Shares to participants exercising options granted under
the Company's UK Savings-Related Stock Option Scheme and the Grand
Metropolitan Savings-Related Share Option Scheme (the 'Schemes'). The
Ordinary Shares were transferred by Diageo QUEST Trustees Limited as trustee
of the Trust. The Trust is a discretionary trust for the benefit of employees
of the Company and its subsidiaries which operates in conjunction with the
Schemes and holds Ordinary Shares to satisfy existing options granted under
the Schemes.
1. Executive directors who are potential beneficiaries of the Trust are:
Sir Anthony Greener
J M J Keenan
D N Malamatinas
J B McGrath
N C Rose
C A Storm
P S Walsh
2. Transactions notified on 25 February 2000 in relation to the Trust.
Date of Transaction No. of Ordinary Range of Option
Shares Prices of
Transferred Ordinary Shares
25.02.00 28,261 £3.54-£4.47
The total holding of the Trust now amounts to 6,652,508 Ordinary Shares.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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