Arthur Bell & Sons stockholders (SO) appendix 3 Shares and loan stock offer Arthur Bell & Sons shares derived from loan stock held at 31 March 1982




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Arthur Bell & Sons stockholders (SO)
APPENDIX 3
Shares and loan stock offer - Arthur Bell & Sons shares derived from loan stock held at 31 March 1982

The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the shares and loan stock offer, where the original Arthur Bell & Sons plc shares were acquired on the conversion of 9½% Convertible Loan Stock which was originally owned on 31 March 1982, is 57.796p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).


The 31 March 1982 market value attributable to Guinness PLC Ordinary shares subsequently acquired on the conversion of the 8¼% Convertible Loan Stock, where the original Arthur Bell & Sons plc shares were derived from the conversion of Arthur Bell & Sons plc 9½% Convertible Loan Stock which was owned on 31 March 1982, is 65.97p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).
Information to assist shareholders whose Diageo plc shares are derived from Guinness PLC shares acquired in exchange for Arthur Bell & Sons 9½% Convertible Loan Stock

In addition to the acquisition of all of the issued Ordinary share capital of Arthur Bell & Sons plc, Guinness PLC also acquired the company's issued 9½% Convertible Loan Stock pursuant to an unconditional offer dated 7 October 1985.


The terms of the offer were as follows:


  • £323.52 Guinness PLC 8¼% Convertible Loan Stock for every £100 Arthur Bell & Sons plc 9½% Convertible Loan Stock ("Basic offer"); or




  • Up to 99.84 Guinness PLC Ordinary shares and £66.14 Guinness PLC 8¼% Convertible Loan Stock for every £100 Arthur Bell & Sons plc 9½% Convertible Loan Stock ("Ordinary and Loan Stock election"); or




  • Up to 99.84 Guinness PLC Ordinary shares and £66.14 cash for every £100 Arthur Bell & Sons plc 9½% Convertible Loan Stock ("Ordinary and Cash election"); or




  • Up to 123.37 Guinness PLC Ordinary shares for every £100 Arthur Bell & Sons plc 9½% Convertible Loan Stock ("Ordinary election"); or




  • £305.76 cash for every £100 Arthur Bell & Sons plc 9½% Convertible Loan Stock ("Cash election").


The 31 March 1982 valuations below assume that the maximum possible amount of Loan Stock and shares were acquired under each option.
Quoted prices

The London quoted price for Guinness PLC Ordinary shares on the first day of trading after the unconditional offer (being 8 October 1985) was £287.50p.


The London quoted price for Guinness PLC 8¼% Convertible Loan Stock on the first day of trading after the unconditional offer (being 8 October 1985) was 109.50%.
31 March 1982 market value
Basic offer - Arthur Bell & Sons plc 9½% Convertible Loan Stock held on 31 March 1982

The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired on the conversion of Guinness 8¼% Convertible Loan Stock acquired in exchange for Arthur Bell & Sons plc 9½% Convertible Loan Stock which was owned on 31 March 1982, is 65.213p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).


Ordinary and Loan Stock election - Arthur Bell & Sons plc 9½% Convertible Loan Stock held on 31 March 1982

The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the Ordinary and Loan Stock election, where the original Arthur Bell & Sons plc 9½% Convertible Loan Stock was owned on 31 March 1982, is 58.186p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).


The 31 March 1982 market value attributable to Guinness PLC Ordinary shares subsequently acquired on the conversion of the Guinness PLC 8¼% Convertible Loan Stock, where the original Arthur Bell & Sons plc 9½% Convertible Loan Stock was owned on 31 March 1982, is 64.268p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).
Ordinary and cash election - Arthur Bell & Sons plc 9 ½% Convertible Loan Stock held on 31 March 1982

The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the Ordinary and cash election, where the original Arthur Bell & Sons plc 9½% Convertible Loan Stock was owned on 31 March 1982, is 59.221p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).


Ordinary election - Arthur Bell & Sons plc 9½% Convertible Loan Stock held on 31 March 1982

The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the Ordinary election, where the original Arthur Bell & Sons plc 9½% Convertible Loan Stock was owned on 31 March 1982, is 58.969p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).


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