Pricing Agreement
Exhibit 1.2
Execution
To the Representatives of the
Several Underwriters named
in Schedule I hereto
April 27, 2020
Ladies and Gentlemen:
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 27, 2020 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section I of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section XII of the Underwriting Agreement and the address of the Representatives referred to in such Section XII are set forth at the end of Schedule II hereto.
A supplement to the Prospectus relating to the Designated Securities in the form heretofore delivered to you is now proposed to be filed with the Commission.
The Applicable Time for purposes of this Pricing Agreement is 4:00 p.m. New York time. Each “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Article VII of the Underwriting Agreement is listed in Schedule III hereto.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us twelve counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Issuer and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Issuer and the Guarantor for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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| Very truly yours,
| ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Deputy Company Secretary | ||
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| Diageo Capital plc | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Director | ||
| By: | /s/ Kara Major | |
| Name: Kara Major | ||
| Title: Director | ||
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| Accepted as of the date hereof: | ||
| BofA SECURITIES, INC. | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Managing Director, Head of Global Investment Grade | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Managing Director | |
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Director | |
| By: | /s/ Xxxx X. XxXxxx | |
| Name: | Xxxx X. XxXxxx | |
| Title: | Managing Director | |
| HSBC SECURITIES (USA) INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Managing Director | |
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: | Xxxxxx Xxx | |
| Title: | Managing Director | |
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Title: | Managing Director | |
| XXXXXX XXXXXXX & CO. LLC | ||
| By: | /s/ Ian Drewe | |
| Name: | Ian Drewe | |
| Title: | Executive Director | |
| NATWEST MARKETS SECURITIES INC. | ||
| By: | /s/ Xxxx Mijné | |
| Name: | Xxxx Mijné | |
| Title: | Director | |
| RBC CAPITAL MARKETS, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | Authorized Signatory | |
| SANTANDER INVESTMENT SECURITIES INC. | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Executive Director | |
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Executive Director | |
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| STANDARD CHARTERED BANK | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Managing Director | |
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SCHEDULE I
| Underwriter |
Principal Amount of 2025 Fixed Rate Notes to be Purchased |
Principal Amount of 2030 Fixed Rate Notes to be Purchased |
Principal Amount of 2032 Fixed Rate Notes to be Purchased |
|||||||||
| BofA Securities, Inc. |
$ | 68,190,000 | $ | 90,920,000 | $ | 68,190,000 | ||||||
| Citigroup Global Markets Inc. |
$ | 68,190,000 | $ | 90,920,000 | $ | 68,190,000 | ||||||
| Credit Suisse Securities (USA) LLC |
$ | 68,190,000 | $ | 90,920,000 | $ | 68,190,000 | ||||||
| Deutsche Bank Securities Inc. |
$ | 68,190,000 | $ | 90,920,000 | $ | 68,190,000 | ||||||
| HSBC Securities (USA) Inc. |
$ | 68,190,000 | $ | 90,920,000 | $ | 68,190,000 | ||||||
| Barclays Capital Inc. |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
| Xxxxxx Xxxxxxx & Co. LLC |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
| NatWest Markets Securities Inc. |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
| RBC Capital Markets, LLC |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
| Santander Investment Securities Inc. |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
| Standard Chartered Bank |
$ | 68,175,000 | $ | 90,900,000 | $ | 68,175,000 | ||||||
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|
|
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| Total |
$ | 750,000,000 | $ | 1,000,000,000 | $ | 750,000,000 | ||||||
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Sch-I-1
SCHEDULE II
Issuer:
Diageo Capital plc.
Title of Designated Securities:
1.375% Fixed Rate Notes due 2025 (the “2025 Notes”).
2.000% Fixed Rate Notes due 2030 (the “2030 Notes”).
2.125% Fixed Rate Notes due 2032 (the “2032 Notes”).
Aggregate Principal Amount:
$750,000,000 for the 2025 Notes.
$1,000,000,000 for the 2030 Notes.
$750,000,000 for the 2032 Notes.
Price to Public:
99.632% of the principal amount of the 2025 Notes, plus accrued interest, if any, from April 29, 2020.
99.523% of the principal amount of the 2030 Notes, plus accrued interest, if any, from April 29, 2020.
99.181% of the principal amount of the 2032 Notes, plus accrued interest, if any, from April 29, 2020.
Purchase Price by Underwriters:
99.402% of the principal amount of the 2025 Notes, plus accrued interest, if any, from April 29, 2020.
99.193% of the principal amount of the 2030 Notes, plus accrued interest, if any, from April 29, 2020.
98.816% of the principal amount of the 2032 Notes, plus accrued interest, if any, from April 29, 2020.
Specified Funds for Payment of Purchase Price:
Immediately available funds.
Method of Payment:
Wire transfers to account of Diageo Capital plc, Citibank, N.A., New York, NY, United States, SWIFT XXXXXX00, ABA code 000000000, Account No. 00000000, or to such other account as may be notified by the Issuer or the Guarantor, as the case may be, to the Representatives by 5:00 P.M. (New York City time) on the business day prior to the Time of Delivery.
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Indenture:
Indenture dated as of August 3, 1998, among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee (as successor in interest to Citibank, N.A. by virtue of the Agreement of Resignation, Appointment and Acceptance, dated October 16, 2007, by and among the Guarantor, the Issuer, the Dutch Issuer, the U.S. Issuer, The Bank of New York and Citibank, N.A.)
Maturity:
September 29, 2025 for the 2025 Notes.
April 29, 2030 for the 2030 Notes.
April 29, 2032 for the 2032 Notes.
Interest Rate:
1.375% per annum for the 2025 Notes.
2.000% per annum for the 2030 Notes.
2.125% per annum for the 2032 Notes.
Interest Payment Dates:
For the 2025 Notes, semi-annually in arrear on every March 29 and September 29 of each year, commencing on September 29, 2020.
For the 2030 Notes, semi-annually in arrear on every April 29 and October 29 of each year, commencing on October 29, 2020.
For the 2032 Notes, semi-annually in arrear on every April 29 and October 29 of each year, commencing on October 29, 2020.
Tax Redemption Provision:
As described in the Prospectus, the Designated Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom tax law or in the event of a requirement to pay additional amounts due to certain mergers, conveyances, transfers or leases.
Optional Redemption Provisions:
Make-Whole Call:
For the 2025 Notes, at any time and from time to time prior to the 2025 Par Call Date (as defined below), for the 2030 Notes, at any time and from time to time prior to the 2030 Par Call Date (as defined below) and for the 2032 Notes, at any time and from time to time prior to the 2032 Par Call Date (as defined below), in each case at a redemption price equal to the greater of
Sch-II-2
(1) 100% of the principal amount of such Securities plus accrued interest to but excluding the date of redemption and (2) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such notes as if the notes to be redeemed matured on the applicable Par Call Date (as defined below) (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 20 basis points for the 2025 Notes, 25 basis points for the 2030 Notes and 25 basis points for the 2032 Notes plus, in each case, accrued interest to but excluding the date of redemption.
Par Call:
For the 2025 Notes, at any time and from time to time on or after August 29, 2025 (the “2025 Par Call Date”) at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to but excluding the date of redemption.
For the 2030 Notes, at any time and from time to time on or after January 29, 2030 (the “2030 Par Call Date”) at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to but excluding the date of redemption.
For the 2032 Notes, at any time and from time to time on or after January 29, 2032 (the “2032 Par Call Date” and, together with the 2025 Par Call Date and 2030 Par Call Date, each a “Par Call Date”) at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to but excluding the date of redemption.
Denominations:
Book-entry interests in the notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
Day Count Convention:
30/360, Following, Unadjusted.
CUSIP / ISIN:
25243Y BC2 / US25243YBC21 for the 2025 Notes.
25243Y BD0 / US25243YBD04 for the 2030 Notes.
25243Y BE8 / US25243YBE86 for the 2032 Notes.
Sinking Fund Provisions:
No sinking fund provisions.
Extendable Provisions:
No extendable provisions.
Sch-II-3
Defeasance Provisions:
The Designated Securities are entitled to full defeasance and discharge under certain conditions.
Overallotment Option:
No overallotment option.
Time of Delivery:
April 29, 2020 (T+2).
Closing Location:
The offices of Xxxxxxxx & Xxxxxxxx XXX, 0 Xxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX.
Names and Addresses of Representatives:
BofA Securities, Inc.
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxxx Xxxxxx of America
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
HSBC Securities (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Sch-II-4
NatWest Markets Securities Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
RBC Capital Markets, LLC
Brookfield Place
200 Xxxxx Street, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Santander Investment Securities Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Standard Chartered Bank
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Other Terms:
No PRIIPs key information document (“KID”) – No PRIIPs KID has been prepared as the Designated Securities are not available to retail investors in the European Economic Area or the United Kingdom.
Any offer of the Designated Securities, each announcement thereof and any document in which an offer is made or announced will comply with the laws and regulations of any State where persons to whom the offer is made are resident.
As described in the Prospectus.
Sch-II-5
SCHEDULE III
| (a) | Issuer Free Writing Prospectuses: |
Final term sheets prepared in accordance with Section VII(a) of the Underwriting Agreement.
| (b) | Underwriter Free Writing Prospectuses: |
None.
Sch-III-1
