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DIAGEO PLC - Publication of Prospectus.

 Diageo plc
 Publication of a Prospectus
26 April 2011 


Publication of a Supplemental Prospectus

The following supplemental prospectus has been approved by the UK Listing Authority and is set out below:

Supplemental Prospectus dated 21 April 2011 relating to a Prospectus dated 30 September 2010 for the Programme for the Issuance of Debt Instruments of Diageo plc as Issuer and Guarantor, Diageo Finance plc as Issuer and Diageo Capital B.V. as Issuer.

For further information, please contact:
 Catherine James
 Investor Relations Diageo plc +44 20 8978 2272
investor.relations@diageo.com 


DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Supplemental Prospectus (and the Prospectus to which it relates) may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus and the Supplemental Prospectus is not addressed. Prior to relying on the information contained in the Prospectus and the Supplemental Prospectus, you must ascertain from the Prospectus whether or not you are part of the intended addresses of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.
 Supplemental prospectus dated 21 April 2011 to the Prospectus
dated 30 September 2010
 DIAGEO plc
 (Incorporated with limited liability in England and Wales with
registered
 number 23307)
 as Issuer and Guarantor
 DIAGEO FINANCE plc
 (Incorporated with limited liability in England and Wales with
registered
 number 213393)
 as Issuer
 DIAGEO CAPITAL B.V.
(Incorporated with limited liability in the Netherlands with registered
number
34196822 and having its corporate seat in Amsterdam)
 as Issuer
 Programme for the Issuance of Debt Instruments
 _______________ 


Supplemental prospectus incorporating by reference the press release dated 10

February 2011 (the "Press Release") relating to the interim results of Diageo

plc for the six months ended 31 December 2010 and the Form 6-K filed with the

U.S. Securities and Exchange Commission on 16 February 2011 (the "Form 6-K")

relating to, inter alia, the interim results of Diageo plc for the six months
 ended 31 December 2010 


This supplemental prospectus (the "Supplemental Prospectus" which constitutes a supplementary prospectus for the purpose of Section 87G of the Financial Services and Markets Act 2000 (the "FSMA 2000"), which definition shall also include all information incorporated by reference herein) has been prepared by the Obligors for use in connection with debt instruments (the "Instruments") issued from time to time under the above mentioned Programme for the Issuance of Debt Instruments (the "Programme"). A prospectus dated 30 September 2010 (the "Prospectus") has been prepared by the Obligors and approved as a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive ") by the Financial Services Authority in its capacity as competent authority under the FSMA 2000 (the "UK Listing Authority"), for use in connection with the issue of the Instruments. This Supplemental Prospectus supplements, updates and forms part of the Prospectus, and should be read in conjunction therewith, together with any other supplement to the Prospectus issued by the Obligors.

The Press Release and the Form 6-K have been previously published or are published simultaneously with this Supplemental Prospectus, and have been approved by the UK Listing Authority or filed with it, and shall be deemed to be incorporated in, and to form part of, this Supplemental Prospectus and the Prospectus, except that:

(1) the following wording contained in the Press Release shall not be deemed to be incorporated in, and shall not be deemed to form part of, the Supplemental Prospectus or the Prospectus:

"we will improve on the organic operating profit growth we delivered in fiscal 2010", and

(2) the following wording contained on page four of the Form 6-K shall not be deemed to be incorporated in, and shall not be deemed to form part of, the Supplemental Prospectus or the Prospectus:

"our first half performance gives me increased confidence that we will improve on the organic operating profit growth we delivered in fiscal 2010".

A copy of the Press Release and the Form 6-K may be obtained as set out in the section "DOCUMENTS INCORPORATED BY REFERENCE" in the Prospectus.

Each of Diageo plc ("Diageo"), Diageo Finance plc and Diageo Capital B.V. (each an "Issuer" and together the "Issuers") and Diageo as guarantor (the "Guarantor") (together with the Issuers, the "Obligors" and each an "Obligor") accepts responsibility for the information contained in this Supplemental Prospectus. To the best of the knowledge of each Obligor (who have taken all reasonable care to ensure that such is the case), the information contained in this Supplemental Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Supplemental Prospectus and the Prospectus are to be read in conjunction with all documents which are incorporated herein and therein by reference.

To the extent that there is any inconsistency between (a) any statement in this Supplemental Prospectus or any statement incorporated by reference into the Prospectus by this Supplemental Prospectus and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplemental Prospectus, the statements in (a) will prevail.

If documents which are incorporated by reference to this Supplemental Prospectus themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplemental Prospectus for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference or attached to the Supplemental Prospectus.

Save as disclosed in this Supplemental Prospectus and the Prospectus there has been no other significant new factor, material mistake or inaccuracy relating to information contained in the Prospectus which is capable of affecting the assessment of Instruments issued under the Programme since the publication of the Prospectus.

Investors should be aware of their rights under Section 87Q(4) of the FSMA 2000.

The distribution of the Prospectus, this Supplemental Prospectus, any other supplements to the Prospectus and any Final Terms and the offering or sale of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus, this Supplemental Prospectus, any other supplements to the Prospectus or any Final Terms come are required by the Issuers, the Dealers and the Arranger to inform themselves about and to observe any such restriction. In particular, there are restrictions on the distribution of the Prospectus, this Supplemental Prospectus, any other supplements to the Prospectus, any Final Terms and other information in relation to the Issuers and the Instruments, and the offering or sale of the instruments in the United States, the European Economic Area, the United Kingdom, Japan, the Netherlands and France. For a further description of restrictions on offers, sales and transfers of Instruments and distribution of the Prospectus, this Supplemental Prospectus, any other supplements to the Prospectus and any Final Terms, see the section entitled "Subscription and Sale" in the Prospectus. The Instruments have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) and may include Instruments in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments may not be offered, sold or delivered within the United States or to U.S. persons.

None of the Prospectus, this Supplemental Prospectus, any other supplements to the Prospectus or any Final Terms constitutes an offer of, or an invitation by or on behalf of the Issuers, the Arranger or the Dealers to subscribe for, or purchase, any Instruments.

Prospective investors should have regard to the factors described under the section headed "RISK FACTORS" in the Prospectus.
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Date:Apr 26, 2011
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