Distillers company plc shareholders appendix 4 Information to assist shareholders whose Diageo plc shares are derived from Guinness plc shares acquired in exchange for The Distillers Company plc shares




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Distillers company plc shareholders
APPENDIX 4
Information to assist shareholders whose Diageo plc shares are derived from Guinness PLC shares acquired in exchange for The Distillers Company plc shares
Guinness PLC acquired the entire Ordinary issued share capital of The Distillers Company plc pursuant to an unconditional offer dated 18 April 1986.
The terms of the offer were as follows:
For every 3 The Distillers Company plc shares:

  • 5 Guinness PLC Ordinary shares and 516p in cash ("Basic Offer"); or

  • 5 Guinness PLC Ordinary shares, and up to 5.16 Convertible Preference shares in lieu of part or all of the cash element of the Basic Offer ("Convertible Preference share option"); or

  • 5 Guinness PLC Ordinary shares, and up to 1.70308 additional Ordinary shares and 161.78761 p in cash in lieu of part or all of the cash element of the Basic Offer ("Additional share option").

The 31 March 1982 valuations below assume that the maximum possible Convertible Preference Shares and 1 or additional Ordinary shares were claimed in lieu of cash.

Quoted prices
The London quoted price for Guinness PLC Ordinary shares on the first day of trading following the unconditional offer (being 21 April 1986) was 308p.
The London quoted price for Guinness PLC Convertible Preference shares on the first day of trading following the unconditional offer (being 6 May 1986) was 102.50%.
31 March 1982 market value
Basic offer - The Distillers Company plc shares held at 31 March 1982
The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the Basic Offer, where the original The Distillers Company plc shares were owned on 31 March 1982, is 39.227p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).
Convertible Preference share option - The Distillers Company plc shares held at 31 March 1982
The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the Convertible Preference share option, where the original The Distillers Company plc shares were owned on 31 March 1982. is 39.079p (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 acquired on the conversion of Guinness PLC Convertible Preference shares originally acquired in exchange for The Distillers Company plc shares which were owned on 31 March 1982, is 46.447p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).
Additional share option - The Distillers Company plc shares held at 31 March 1982
The 31 March 1982 market value attributable to Guinness PLC Ordinary shares acquired under the additional share option, where the original The Distillers Company plc shares were owned on 31 March 1982, is 39.165p (taking account of the adjustment for the 1 for 1 Guinness PLC capitalisation issue on 17 October 1991).
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