USL: “King of Good Times” Hands Over Crown

Jewel to Diageo
Quick Introduction
• Relay, a private limited company, is an indirect wholly-owned subsidiary of
Diageo.
• Relay is part of the Diageo Group has main objects include the acquisition of,
subscription for and investment in equity shares / equity-linked instruments of
investee companies and the carrying on of all activities incidental or conducive
thereto.
• The issued and paid-up capital of Relay is 2,576,300 ordinary A shares of `1,000
each and 10,321,000 ordinary B shares of `1,000 each.
• The principal shareholders of Relay are Diageo Highlands Holding B.V. and
Tanqueray Gordon and Company Limited (“TGCL”). TGCL is a wholly-owned
subsidiary of the PAC and Diageo Highlands Holding B.V. is an indirect wholly-
owned subsidiary of the PAC.
Introduction
• Relay, Diageo, United Breweries (Holdings) Limited (“UBHL”) and
Kingfisher Finvest India Limited (“KFIL”) entered into a shareholders’
agreement on November 9, 2012 (as amended from time to time)
(“SHA”), which came into force on July 4, 2013.
• As of the date of this DPS, Relay holds 28.78% of the total fully diluted
voting equity share capital (“Equity Shares”) of the Target Company.
Pre and Post shareholding pattern
Shareholding pattern
Key financials pre and post merger of Diageo
Particulars 6 months Year ended Year ended Year ended
period (Dec (June 30 2013) (June 30 2012) (June 30 2011)
31st 2013)

(in £) (in Rs.) (in £) (in Rs.) (in £) (in Rs.) (in £) (in Rs.)

Total Income 6,113 6,24,015 11,632 11,87,39 10,975 11,20,32 10,112 10,32,23
5 8 3

PAT 1,654 1,68,840 2,594 2,64,796 2,072 2,11,510 2,017 2,05,895

EPS 63.8 65.1 99.3 101.4 77.80 79.4 76.2 77.8

Net worth 7,086 7,23,339 7,039 7,18,235 5,588 5,70,423 5,245 5,35,413
Key financials pre and post merger of United
spirits
Particulars From unaudited From audited From audited From audited
financials (which financials for year financials for year financials for year
have been ended and as of ended and as of ended and as of
subjected to March 31, 2013 March 31, 2012 March 31, 2011
limited review by (restated) for nine months
auditors of the ended (restated)
Target Company)
December 31,
2013
Total Income 67,497.1 1,08,512.8 94,954.1 75,873.1
PAT 2,772.8 (1,012.1) 1,879.2 5,695.2
EPS 19.48 (8.40) 14.93 45.25
Net worth NA 47,873 46,617.7 41,786.2
 Details of open offer
This Offer is made to all the
equity shareholders of the
Target Company other than
the promoter and
promoter group
shareholders (“Public
Shareholders”),
Total consideration of
`114,489,198,420 (Rupees
One Hundred Fourteen
Billion Four Hundred Eighty
Nine Million One Hundred
Ninety Eight Thousand Four
Hundred Twenty only)
payable in cash (“Offer
Size”).
To acquire up to
37,785,214 Equity Shares
of face value of `10/- each
at an offer price of `3,030
(Rupees Three Thousand
and Thirty only) per share
(“Offer Price”)
The Offer Shares represent
26% of the total fully
diluted voting equity share
capital of the Target
Company
Stock price movement

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