sc13dza

0001156973-05-001343.txt : 20050825 0001156973-05-001343.hdr.sgml : 20050825 20050825101325 ACCESSION NUMBER: 0001156973-05-001343 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MILLS INC CENTRAL INDEX KEY: 0000040704 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 410274440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34820 FILM NUMBER: 051047483 BUSINESS ADDRESS: STREET 1: NUMBER ONE GENERAL MILLS BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55426 BUSINESS PHONE: (763) 764-7600 MAIL ADDRESS: STREET 1: P O BOX 1113 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAGEO PLC CENTRAL INDEX KEY: 0000835403 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8 HENRIETTA PL STREET 2: LONDON W1G 0NB CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 BUSINESS PHONE: 011442079275200 MAIL ADDRESS: STREET 1: 8 HENRIETTA PLACE STREET 2: LONDON W1G 0NB CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GRAND METROPOLITAN PUBLIC LIMITED CO DATE OF NAME CHANGE: 19971218 SC 13D/A 1 u49289sc13dza.htm SCHEDULE 13D AMENDMENT NO.6 sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 6

General Mills, Inc.

(Name of Issuer)

Common Stock, par value $.10 per share

(Title of Class of Securities)

370334104

(CUSIP Number)

Timothy D. Proctor
Diageo plc
Group General Counsel
8 Henrietta Place
London W1G 0NB
+44-207-927-5200

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:

Richard C. Morrissey
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
+44-207-959-8900

August 24, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of the Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to be filed as Exhibits.
Diageo plc Directors and Executive Officers
Diageo US Limited Directors and Executive Officers
Exhibit P

CUSIP No. 370334104 Page 2 of 8

1. Name of Reporting Person:
Diageo plc I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
England and Wales

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
25,095,457

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
25,095,457

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,095,457

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
6.9%

14. Type of Reporting Person (See Instructions):
HC, CO


CUSIP No. 370334104					Page 3 of 8

	1.	Name of Reporting Person: Diageo US Limited			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 25,095,457

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 25,095,457

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 25,095,457

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 6.9%

	14.	Type of Reporting Person (See Instructions): HC, CO

Page 4 of 8

This Amendment No. 6 amends and supplements the Schedule 13D (“Schedule 13D”) of Diageo plc, a public limited company incorporated under the laws of England and Wales (“Diageo”), and Selviac Nederland B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“SNBV”), filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2001, as amended by Amendment No. 1 to the Schedule 13D of Diageo, Diageo Holdings Netherlands B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“Diageo Holdings Netherlands”), and Diageo Midwest B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“DMWBV”), filed with the SEC on October 23, 2002, and as further amended by Amendment No. 2 to the Schedule 13D of Diageo, Diageo Holdings Netherlands and DMWBV, filed with the SEC on October 28, 2002, and as further amended by Amendment No. 3 to the Schedule 13D of Diageo and Diageo Holdings Netherlands filed with the SEC on June 24, 2004, and as further amended by Amendment No. 4 to the Schedule 13D of Diageo, Diageo US Limited, a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo (“DUSL”), and Diageo Great Britain Limited, a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo (“DGBL”), filed with the SEC on October 6, 2004, and as further amended by Amendment No. 5 to the Schedule 13D of Diageo, DUSL and DGBL, filed with the SEC on October 8, 2004, with respect to the common stock of General Mills, Inc., a Delaware corporation (“General Mills”), beneficially owned by Diageo (the “Shares”).

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by deleting the last sentence of the second paragraph and the entirety of the third and fourth paragraphs added to Item 2 by Amendment No. 3, the last sentence of the second paragraph and the entirety of the third and fourth paragraphs added to Item 2 by Amendment No. 4 and the second sentence added to Item 2 by Amendment No. 5 and by adding the following paragraphs to the end thereof:

On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred 503,137 Shares to DUSL. DGBL currently owns no Shares and DUSL currently owns 25,095,457 Shares.

References to the “Reporting Persons” herein are to Diageo and DUSL.

The names, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Diageo

Page 5 of 8

and DUSL are set forth in Schedule I hereto and are incorporated by reference herein.

During the last five years, none of the Reporting Persons and, to the knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby amended and supplemented by deleting the last sentence added to Item 3 by Amendment No. 4 and replacing the second sentence added to Item 3 by Amendment No. 5 with the following:

On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred 503,137 Shares to DUSL. DGBL currently owns no Shares and DUSL currently owns 25,095,457 Shares. Funds for the premium to be paid for the put options described in more detail under Item 4 below are expected to be derived from the related sale of the Shares or from general corporate funds.

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof:

The Put Option Agreement. On August 24, 2005, Diageo Brands Holdings, B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“DBHBV”), and Lehman Brothers International (Europe) (“Lehman”) entered into a written agreement (the “Put Option Agreement”) memorialized by a written confirmation (the “Put Option Confirmation”) pursuant to which DBHBV purchased European-style put options, exercisable in five portions on November 4, November 7, November 8, November 9 and November 10, 2005, covering 25,095,457 Shares of Common Stock from Lehman. If the put options are to be exercised, the Reporting Persons expect to transfer their Shares to DBHBV in advance of the exercise date.

Under the Put Option Agreement, DBHBV has the option to sell an aggregate of 25,095,457 Shares of Common Stock to Lehman on the settlement dates of November 4, November 7, November 8, November 9 and November 10, 2005, for the exercise price of $51.56 per share. The premium to be paid by

Page 6 of 8

DBHBV for the put options is $5.56 per share, payable on the relevant settlement date.

The descriptions of the Put Option Agreement and the Put Option Confirmation in this item and throughout this Amendment No. 6 are qualified by reference to the Put Option Confirmation, a copy of which is attached hereto as Exhibit (p).

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the final sentence added to Item 5 by Amendment No. 5 and by adding the following paragraphs at the end thereof:

On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred 503,137 Shares to DUSL. Following the completion of this transaction, the Reporting Persons own 25,095,457 Shares which represent approximately 6.9% of the Common Stock outstanding, based on 366,063,704 Shares of Common Stock outstanding as of July 15, 2005 (as reported by General Mills in its Annual Report on Form 10-K filed on July 28, 2005).

As described more fully in Item 4 above, DBHBV purchased European-style put options exercisable on November 4, November 7, November 8, November 9 and November 10, 2005, covering 25,095,457 Shares of Common Stock. This transaction did not change the beneficial ownership of Shares by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof:

As described more fully in Item 4 above, DBHBV and Lehman are parties to a Put Option Agreement memorialized by the Put Option Confirmation. A copy of the Put Option Confirmation is attached hereto as Exhibit (p).

Item 7. Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Page 7 of 8


Description		Exhibit

Put Option Confirmation between DBHBV and Lehman		(p)

Page 8 of 8

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: August 25, 2005


DIAGEO PLC
By:	/s/ John Nicholls
Name:		John Nicholls
Title:		Deputy Secretary


DIAGEO US LIMITED
By:	/s/ John Nicholls
Name:		John Nicholls
Title:		Company Secretary

Schedule I

Diageo plc

Directors and Executive Officers


Name	Present Business Address	Present Principal Occupation	Citizenship

Directors
Lord Blyth of Rowington	8 Henrietta Place London W1G 0NB United Kingdom	Chairman and non-executive Director of Diageo plc	United Kingdom

Paul S. Walsh	8 Henrietta Place London W1G 0NB United Kingdom	Chief Executive Officer of Diageo plc	United Kingdom

Nicholas C. Rose	8 Henrietta Place London W1G 0NB United Kingdom	Chief Financial Officer of Diageo plc	United Kingdom

Lord Hollick of Notting Hill	Stirling Square 7 Carlton Gardens London SW1Y 5AD	Managing Director of Kohlberg Kravis Roberts & Co Limited	United Kingdom

Dr Franz B. Humer	Grenzacherstrasse 124 CH-4070 Basel Switzerland	Chairman and Chief Executive Officer of F. Hoffmann-La Roche Ltd	Austria/ Switzerland

Maria Lilja	Engelbrektsgatan 23 114 32 Stockholm Sweden	Non-executive Chairman of Mandator AB	Sweden

William S. Shanahan	300 Park Avenue New York, NY 10022, USA	President, Colgate-Palmolive Company	United States

H. Todd Stitzer	25 Berkeley Square London W1J 6HB United Kingdom	Chief Executive Officer of Cadbury Schweppes Public Limited Company	United States

Jonathan R. Symonds	15 Stanhope Gate London W1K 1LN United Kingdom	Chief Financial Officer of AstraZeneca plc	United Kingdom

Paul A Walker	North Park Newcastle upon Tyne NE13 9AA United Kingdom	Chief Executive of The Sage Group plc	United Kingdom

Executive Officers


Name	Present Business Address	Present Principal Occupation	Citizenship
Paul S. Walsh	8 Henrietta Place London W1G 0NB United Kingdom	Chief Executive Officer of Diageo plc	United Kingdom

Nicholas C. Rose	8 Henrietta Place, London W1G 0NB, United Kingdom	Chief Financial Officer	United Kingdom

Stuart R. Fletcher	7HQ Lakeside Drive Park Royal London NW10 7HQ United Kingdom	President, Diageo International	United Kingdom

James N.D. Grover	8 Henrietta Place London W1G 0NB United Kingdom	Global Business Support Director	United Kingdom

Robert M. Malcolm	801 Main Avenue Norwalk CT 06851 USA	President, Global Marketing, Sales and Innovation	United States

Ivan M. Menezes	801 Main Avenue Norwalk CT 06851 USA	President and Chief Executive Officer of Diageo North America	United States

Andrew Morgan	7HQ Lakeside Drive Park Royal London NW10 7HQ United Kingdom	President, Diageo Europe	United Kingdom

Timothy D. Proctor	801 Main Avenue Norwalk CT 06851 USA	General Counsel	United States

Gareth Williams	8 Henrietta Place London W1G 0NB United Kingdom	Human Resources Director	United Kingdom

Diageo US Limited

Directors and Executive Officers


Name	Present Business Address	Present Principal Occupation	Citizenship

Directors
Gavin P.Crickmore	8 Henrietta Place London W1G 0NB United Kingdom	Director of Technical Accounting	United Kingdom

Charles D. Coase	8 Henrietta Place London W1G 0NB United Kingdom	Group Treasurer	United Kingdom

Matthew J. Lester	8 Henrietta Place London W1G 0NB United Kingdom	Group Controller	United Kingdom

Susanne M. Bunn	8 Henrietta Place London W1G 0NB United Kingdom	Company Secretary, Diageo plc	United Kingdom

Michael C. Flynn	8 Henrietta Place London W1G 0NB United Kingdom	Director of Finance, Global Corporate	United Kingdom

Executive Officers

There are no executive officers of Diageo US Limited.

EX-99.P 2 u49289exv99wp.htm EXHIBIT P exv99wp

Exhibit P

Lehman Brothers International (Europe)

24 August 2005

Option Transaction

Diageo Brands Holdings B.V.
Molenwerf 10-12
1014 BG Amsterdam
The Netherlands

Dear Sir/Madam:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Lehman Brothers International (Europe) (“Bank”) and you (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc. (“ISDA”)) (the “Equity Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation will govern. Any reference to a currency shall have the meaning contained in Annex A to the 1998 ISDA FX and Currency Option Definitions, as published by ISDA.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 24 August 2005, as amended and supplemented from time to time (the “Agreement”), between the Bank and the Counterparty. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

GENERAL TERMS:


Trade Date:		24 August 2005

Option Style:		European

Option Type:		Put

Seller:		Bank

Buyer:		Counterparty

Shares:		GENERAL MILLS (“GIS”) Common Stock, $0.10 Par Value

Number of Options:		25,095,457

Option Entitlement:		1 Share(s) per Option

Strike Price:		$51.56

Premium:		$139,530,740.92 (Premium per Option $5.56)


Premium Payment Date:		Premium is payable for 5,019,091 of the Options on each of November 4, 2005, November 7, 2005 and November 8, 2005, and premium is payable for 5,019,092 of the Options on each of November 9, 2005 and November 10, 2005

Exchange:		New York Stock Exchange (“NYSE”)

Related Exchange(s):		The primary exchange on which options or futures on the relevant Shares are traded.

PROCEDURE FOR EXERCISE:

Expiration Time:		Valuation Time

Expiration Date:		5,019,091 of the Options will expire on each of November 4, 2005, November 7, 2005 and November 8, 2005, and 5,019,092 of the Options will expire on each of November 9, 2005 and November 10, 2005

Automatic Exercise:		Applicable

Seller’s Contact Details for Exercise:		Ken Brown 25 Bank Street London, E14 5LE Tel: +44 20 7103 1407 With a copy to:
		Andrew Yare Transaction Management Group 745 Seventh Ave, New York, NY 10019 Tel: +1 212 526 9986

Reference Price:		The relevant Reference Price shall be determined in accordance with the Equity Definitions.

SETTLEMENT TERMS:

Settlement Method Election:		Not Applicable

Physical Settlement:		Applicable. On the relevant Settlement Date, Counterparty shall deliver to Bank Shares that are in book-entry form with no restrictive legends and that are not subject to any Transfer Restrictions in the hands of Counterparty.

Transfer Restriction:		“Transfer Restrictions” means, with respect to the Shares, any condition to or restriction on a holder’s ability to sell, assign or transfer the Shares, including without limitation any restriction on to whom the Shares may be transferred, any consents, any registration or qualification requirement pursuant to any federal, state, or foreign securities law (including, without limitation, any such requirement arising as a result of Rule 144 or Rule 145 under the Securities Act of 1933, as amended).


Settlement Price:		The relevant Settlement Price shall be determined in accordance with the Equity Definitions.

Settlement Currency		USD

ADJUSTMENTS AND EXTRAORDINARY EVENTS:

Method of Adjustment:		Calculation Agent Adjustment

Extraordinary Dividend:		Any cash dividend in excess of $0.34 per Share per quarter (subject to anti-dilution adjustments), as determined by the Calculation Agent

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Not Applicable

Composition of Combined Consideration:		Not Applicable

Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination)

Additional Disruption Events:

(a) Change in Law:		Applicable

(b) Failure to Deliver:		Applicable

(c) Insolvency Filing:		Not Applicable

(d) Hedging Disruption:		Not Applicable

(e) Loss of Stock Borrow:		Not Applicable

(f) Increased Cost of Stock Borrow:		Not Applicable

(g) Increased Cost of Hedging:		Not Applicable

Determining Party:		Bank

Non-Reliance:		Applicable

Agreements and Acknowledgements Regarding Hedging Activities:		Applicable

Additional Acknowledgements:		Applicable

3. Calculation Agent:		Bank


4. Account Details:

Account for Payments to Bank:		To be provided by Bank

Account for Payments to Counterparty:		To be provided by Counterparty

5. Governing law: The law governing the Agreement.

6. Additional provisions:

(a) For the avoidance of doubt, Bank hereby acknowledges and agrees that it does not, as a result of this Confirmation or otherwise, obtain directly or indirectly any security interest in, lien on, or claim, pledge, charge or encumbrance relating to any Shares owned by Diageo plc or any of its Affiliates and that nothing in this Confirmation should be construed to limit in any way the ability of Diageo plc or any of its Affiliates to transfer any such Shares free and clear of all encumbrances in its sole discretion.

(b) For the avoidance of doubt, Diageo Brands Holdings B.V. may exercise any Option regardless of whether the Option is In-the-Money, provided that Diageo Brands Holdings B.V. must provide notice to Bank of its election to exercise any Option that is not In-the-Money (with the Reference Price determined, for purposes of this provision only, as at 12:00 noon (New York time) on November 1, 2005) no later than 12:00 noon (New York time) on November 1, 2005.

(c) Diageo Brands Holdings B.V. hereby represents and warrants that it is not an affiliate of General Mills and has not been an affiliate of General Mills during the preceding three months.

7. Additional Representations and Warranties of Counterparty

(a) Counterparty is not in possession of any material non-public information concerning the business, operations or prospects of the Issuer and was not in possession of any such information at the time of placing any order with respect to the Transaction.

(b) Counterparty represents that each of its filings required under the applicable U.S. federal securities laws in conjunction with this Transaction have been filed and that, as of the respective dates thereof, such filings did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Counterparty will provide Bank with a copy of any report filed thereunder in respect of the Transaction promptly upon filing thereof.

(c) Without limiting the generality of Section 3(a)(iii) of the ISDA master agreement between Bank and Counterparty, the execution and delivery by Counterparty of the Transaction, and the compliance by Counterparty with the provisions of the agreements related thereto, will not conflict with, result in a breach of any of the terms or provisions of, or constitute a default under (i) the Stockholders Agreement dated as of 31 October 2001 among General Mills, Gramet Holdings Corp. and Diageo plc or (ii) the Call Option Agreement dated as of 23 October 2002 between Diageo Midwest B.V. and General Mills. Counterparty is not subject to any other contracts or agreements with provisions that limit its ability to transfer Shares to Bank on the Expiration Date or the ability of Bank to subsequently transfer Shares.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile to the number provided on the attached facsimile cover page.

Confirmed as of the date first written above:


DIAGEO BRANDS HOLDINGS B.V.		LEHMAN BROTHERS INTERNATIONAL (EUROPE)

By:		By:

	Name:		Name:
	Title:		Title:


By:

	Name:
	Title:

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CUSIP No. 370334104					Page 2 of 8

	1.	Name of Reporting Person: Diageo plc			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 25,095,457

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 25,095,457

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 25,095,457

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 6.9%

	14.	Type of Reporting Person (See Instructions): HC, CO