Diageo PLC
8 September 2000
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces the following:
1. That awards over the Company's ordinary shares of 28 101/108 pence
('Ordinary Shares') held under the Grand Metropolitan Restricted
Share Plan ('the Plan') were today released to the directors named
below. The awards were made on 24 March 1997 and vested on 23
February 2000 at a level of 56%. The balance of each award has
lapsed. In accordance with Rule 8 (c) of the Plan, the obligation in
respect of Mr P S Walsh has been satisfied by a payment in cash, as
required by the provisions of The Pillsbury Company's non-qualified
deferred compensation plan.
Name of Director No of Ordinary Shares
J M J Keenan 79,372
J B McGrath 52,749
N C Rose 10,948
P S Walsh 96,276
2. That, in connection with the release of awards under the Plan set out
in paragraph 1 above, notification, as set out below, was today
received from Hill Street Trustees Limited as trustee of the Grand
Metropolitan PLC No 2 Employee Share Trust (the 'Employee Share
Trust') of a purchase and sale of the Company's Ordinary Shares. The
Employee Share Trust is a discretionary trust for the benefit of
employees of the Company and its subsidiaries and operates primarily
in conjunction with Grand Metropolitan PLC share schemes.
Date of Transaction No of No of Ordinary Share Price
Ordinary Shares Shares Sold
Purchased
8.9.00 284,877 £5.888568
8.9.00 96,276 £5.888568
The directors set out in paragraph 1 above are potential
beneficiaries of the Employee Share Trust. As a result of this
transaction, the Employee Share Trust's holding in the Company's
Ordinary Shares is 248,601.
3. That Mr C A Storm, a director, notified the Company that he had today
called for, and subsequently sold, 9,442 Ordinary Shares which vested
on 21 March 2000 under the Company's Long Term Incentive Plan 1996
(formerly the Guinness Long Term Incentive Plan 1996) (the 'Incentive
Plan') at a call price of 0.001 pence per Ordinary Share. This number
represents 80% of the original number of Ordinary Shares granted on
21 March 1997 under the Incentive Plan and the balance has lapsed.
The Ordinary Shares were sold at a price of £5.88 per Ordinary Share.
4. Receipt of notification today for the purposes of Section 329 of the
Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 15,687 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.
Transactions notified on 8 September 2000 in relation to the Trust.
Date of Transaction No. of Ordinary Shares Range of Option Prices
Transferred of Ordinary Shares
08.09.00 15,687 £3.54 - £4.89
The total holding of the Trust now amounts to 5,590,756 Ordinary
Shares.
5. As a result of the above transactions the interests of the executive
directors 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, the Diageo plc Employee
Incentive Trusts 1994 and 1996, the Diageo Employee Benefit Trust,
the Grand Metropolitan No. 2 Employee Share Trust and the Pillsbury
401 (K) Savings Plan) are as follows:
Name of Director No of Ordinary Shares
J M J Keenan 250,896=
J B McGrath 95,782+
N C Rose 24,093
C A Storm 86,696
P S Walsh 107,132*
=All held in the forms of American Depositary Shares ('ADSs').
+Of which 2,500 are held as a non-beneficial interest
*Including 7,548 Ordinary Shares held in the form of ADSs.
The previously notified beneficial shareholding of Mr P S Walsh
(notification dated 28 April 2000) was understated by 172 Ordinary
Shares and the figure given above has been amended accordingly.
*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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