帝亚吉欧(US ADR)美股招股说明书(2025-04-11版)

Diageo Investment Corporation$750,000,000 5.125% Fixed Rate Notes due 2030 $750,000,000 5.625% Fixed Rate Notes due 2035Each Guaranteed as to the Payment of Principal and Interest byDiageo plc________________ Diageo Investment Corporation will pay interest on the 5.125% Fixed Rate Notes due 2030 (the “2030 notes”) on February 15 andAugust 15 of each year, beginning on February 15, 2026. The 2030 notes will mature on August 15, 2030. Diageo Investment Corporation will pay interest on the 5.625% Fixed Rate Notes due 2035 (the “2035 notes” and, together with the2030 notes, the “notes”) on April 15 and October 15 of each year, beginning on October 15, 2025. The 2035 notes will mature on April15, 2035. Diageo Investment Corporation may redeem the notes of each series, in whole or in part, at the times or during the periods and at theapplicable redemption prices described herein. Diageo Investment Corporation may also redeem the notes of each series, in whole butnot in part, at any time at 100% of their principal amount plus accrued interest upon the occurrence of certain tax events describedherein. Diageo Investment Corporation is a 100% owned finance subsidiary of Diageo plc. The notes will be fully and unconditionallyguaranteed by Diageo plc as to the due and punctual payment of principal, premium (if any) and interest on the notes, including anyadditional amounts that may be payable, when and as such payments become due and payable, whether at maturity, upon redemptionor declaration of acceleration, or otherwise. The notes will constitute unsecured and unsubordinated indebtedness of DiageoInvestment Corporation and will rank equally with all of its other unsecured and unsubordinated indebtedness from time to timeoutstanding. The guarantees will constitute unsecured and unsubordinated indebtedness of Diageo plc and will rank equally with all ofits other unsecured and unsubordinated indebtedness from time to time outstanding. Application will be made to the UK Financial Conduct Authority in its capacity as competent authority (the “FCA”) for the notes to beadmitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) forsuch notes to be admitted to trading on the London Stock Exchange’s Main Market (the “Market”). References in this prospectus tothe notes being “listed” (and all related references) shall mean that such notes have been admitted to trading on the Market and havebeen admitted to the Official List. The Market is a regulated market for the purposes of Regulation (EU) No. 600/2014 on markets infinancial instruments, as it forms part of the domestic law of the United Kingdom (the “UK”) by virtue of the European Union(Withdrawal) Act 2018, as amended (the “EUWA”) (“UK MiFIR”). See “Risk Factors“ on page S-9 of this prospectus supplement, “Risk Factors” on page 2 of the attached prospectus and “RiskFactors” beginning on page 134 of Diageo plc’s Annual Report on Form 20-F for the fiscal year ended June 30, 2024 which isincorporated herein by reference for a discussion of certain factors you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theattached prospectus. Any representation to the contrary is a criminal offense. Per 2030 noteTotal for 2030notesPer 2035 noteTotal for 2035 notesTotal for all notes (1)Plus accrued interest, if any, from April 15, 2025 if settlement occurs after that date. Interest on the notes will accrue from April 15, 2025. The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company (“DTC”), andits participants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking,société anonyme(“Clearstream,Luxembourg”), against payment in New York, New York on or about April 15, 2025.________________________________ TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSINCORPORATION OF INFORMATION WE FILE WITH THE SECSUMMARYTHE OFFERINGRISK FACTORSCAPITALIZATION AND INDEBTEDNESSUSE OF PROCEEDSDESCRIPTION OF NOTESUNDERWRITINGCLEARANCE AND SETTLEMENTUNITED KINGDOM TAXATIONUNITED STATES TAXATIONVALIDITY OF SECURITIESEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSWHERE YOU CAN FIND MORE INFORMATION ABOUT USENFORCEABILITY OF CERTAIN CIVIL LIABILITIESDIAGEO PLCDIAGEO INVESTMENT CORPORATIONDIAGEO CAPITAL PLCFINANCE SUBSIDIARIESUSE OF PROCEEDSLEGAL OWNERSHIPDESCRIPTION OF DEBT SECURITIES AND GUARANTEESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSDESCRIPTION OF PREFERENCE SHARESDESCRIPTION OF ORDINARY SHARESDESCRIPTION OF AMERICAN DEPOSITARY SHARESCLEARANCE AND SETTLEMENTTAXATIONPLAN OF DISTRIBUTIONVALIDITY OF SECURITIESEXPERTSEXPENSES N