UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM6-K
Report of Foreign Private Issuer
Pursuant to Rule13a-16 or15d-16
of the Securities Exchange Act of 1934
3 October 2019
Commission File Number1-10691
DIAGEO plc
(Translation of registrant’s name into English)
Lakeside Drive, Park Royal, London NW10 7HQ, England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark whether the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark whether the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
This report onForm 6-K shall be deemed to be filed and incorporated by reference in the registration statement onForm F-3 (FileNo. 333-224340) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
The Report comprises the following:
Exhibit | Description | |||
1.1 | — | Underwriting Agreement between Diageo plc, Diageo Capital plc, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and Nomura Securities International, Inc., dated as of September 30, 2019. | ||
1.2 | — | Pricing Agreement between Diageo plc, Diageo Capital plc, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and Nomura Securities International, Inc., dated as of September 30, 2019. | ||
4.1 | — | Officer’s Certificate of Diageo plc and Diageo Capital plc, dated as of October 3, 2019, pursuant to Section 301 of the Indenture, dated as of August 3, 1998, between Diageo plc, Diageo Capital plc and The Bank of New York Mellon, as Trustee. | ||
4.2 | — | Form of Global Note for the 2.125% Fixed Rate Notes due 2024 (included in Exhibit 4.1 hereof). | ||
4.3 | — | Form of Global Note for the 2.375% Fixed Rate Notes due 2029 (included in Exhibit 4.1 hereof). | ||
5.1 | — | Opinion of Slaughter and May, English solicitors to Diageo plc and Diageo Capital plc, as to the validity of the securities. | ||
5.2 | — | Opinion of Sullivan & Cromwell LLP, U.S. counsel to Diageo plc and Diageo Capital plc, as to the validity of the securities. | ||
5.3 | — | Opinion of Morton Fraser Solicitors, Scottish solicitors to Diageo plc and Diageo Capital plc, as to the validity of the securities. | ||
23.1 | — | Consent of Slaughter & May (included in Exhibit 5.1 hereof). | ||
23.2 | — | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2 hereof). | ||
23.3 | — | Consent of Morton Fraser LLP (included in Exhibit 5.3 hereof). | ||
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 authorised.
Diageo plc
(Registrant)
/s/ James Edmunds |
| Name:James Edmunds |
| Title: Deputy Company Secretary |
| October 3, 2019 |
