NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE
UK PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY
(THE "FCA") AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS
EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT
SHOULD FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT
AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT
WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES
OF THE PROSPECTUS WILL BE AVAILABLE FROM THE REGISTERED OFFICE OF
THE COMPANY AND ON ITS WEBSITE AT WWW.NATIONALGRID.COM.
FOR
IMMEDIATE RELEASE.
23
May 2024
National Grid
plc
Publication of
Prospectus
Further to the announcement by
National Grid plc ("National
Grid" or the "Company") earlier today relating to
the rights issue to raise total gross proceeds of approximately £7
billion (the "Rights
Issue"), the Company is pleased to announce that the
Financial Conduct Authority has approved the prospectus dated 23
May 2024 (the "Prospectus")
in connection with the Rights Issue and the Prospectus has been
published by the Company.
The Prospectus contains further
details of the Rights Issue and will be posted to shareholders of
the Company that have elected to receive hard copies of such
shareholder documentation as soon as practicable. The Prospectus is
also available on the Company's website, www.nationalgrid.com.
A copy of the Prospectus will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not
otherwise defined in this announcement shall have the meanings set
out in the Prospectus.
FOR
FURTHER INFORMATION, PLEASE CONTACT:
National Grid:
Investors
Nick Ashworth
|
+44 (0)
7814 355 590
|
Angela Broad
|
+44 (0)
7825 351 918
|
James Flanagan
|
+44 (0)
7970 778 952
|
Media
Molly Neal
|
+44 (0)
7583 102 727
|
Danielle Dominey-Kent
|
+44 (0)
7977 054 575
|
Lyndsey Evans
|
+44 (0)
7714 672 052
|
Barclays
|
+44 (0) 20
7623 2323
|
(Joint Sponsor, Joint Corporate
Broker, Joint Global Co-ordinator, Joint Bookrunner and
Underwriter)
|
Alisdair Gayne
|
|
Neal West
Chris Madderson
|
|
J.P.
Morgan Cazenove
|
+44 (0) 20
7742 4000
|
(Joint Sponsor, Joint Corporate
Broker, Joint Global Co-ordinator, Joint Bookrunner and
Underwriter)
|
Bill Hutchings
|
|
Jamie Riddell
|
|
Alex Watkins
|
|
Robey Warshaw
|
+44 (0) 20
7317 3900
|
(Financial Adviser)
|
Simon Robey
|
|
Philip Apostolides
|
|
Brunswick
|
+44 (0) 20 7404
5959
|
Susan Gilchrist
|
Dan Roberts
|
|
Peter Hesse
|
|
IMPORTANT NOTICES
This announcement has been issued by
and is the sole responsibility of the Company. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may or should
be placed by any person for any purpose whatsoever on the
information contained in this announcement or on its accuracy or
completeness. The information in this announcement is subject to
change without notice.
This announcement is not a
prospectus but an advertisement. Neither this announcement nor
anything contained in it shall form the basis of, or be relied upon
in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any Nil Paid Rights,
Fully Paid Rights or New Shares referred to in this announcement
except on the basis of the information contained in the Prospectus
published by the Company in connection with the Rights
Issue.
A copy of the Prospectus will be
available from the registered office of the Company and on its
website at www.nationalgrid.com
provided that the Prospectus will not, subject to
certain exceptions, be available (whether through the website or
otherwise) to shareholders in the United States, Canada, Hong Kong,
Japan, Singapore, South Africa or any other jurisdiction where the
extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law
or regulation. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement. The
Prospectus will provide further details of the New Shares, the Nil
Paid Rights and the Fully Paid Rights being offered pursuant to the
Rights Issue.
This announcement does not contain
or constitute an offer for sale or the solicitation of an offer to
purchase securities in the United States. The Nil Paid Rights, the
Fully Paid Rights and the New Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States or other jurisdiction. There will
be no public offer of the Nil Paid Rights, the Fully Paid Rights,
the Provisional Allotment Letters or the New Shares in the United
States. Subject to certain limited exceptions, Provisional
Allotment Letters have not been, and will not be, sent to, and Nil
Paid Rights have not been, and will not be, credited to the CREST
account of, any Qualifying Shareholder with a registered address in
or that is known to be located in the United States. None of the
New Shares, the Nil Paid Rights, the Fully Paid Rights or the
Provisional Allotment Letters, this announcement or any other
document connected with the Rights Issue has been or will be
approved or disapproved by the United States Securities and
Exchange Commission or by the securities commissions of any state
or other jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Shares, the Nil Paid
Rights, the Fully Paid Rights or the accuracy or adequacy of the
Provisional Allotment Letters, this announcement or any other
document connected with the Rights Issue. Any representation to the
contrary is a criminal offence in the United States.
This announcement is for information
purposes only and is not intended to and does not constitute or
form part of any offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for, Nil Paid Rights,
Fully Paid Rights or New Shares or to take up any entitlements to
Nil Paid Rights in any jurisdiction. No offer or invitation to
purchase or subscribe for, or any solicitation to purchase or
subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or
to take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States,
Canada, Hong Kong, Japan, Singapore, South Africa or any other
jurisdiction where the extension or availability of the Rights
Issue (and any other transaction contemplated thereby) would breach
any applicable law or regulation, and should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to
do so might constitute a violation of local securities laws or
regulations. The distribution of this announcement, the Prospectus,
the Provisional Allotment Letter and the offering or transfer of
Nil Paid Rights, Fully Paid Rights or New Shares into jurisdictions
other than the United Kingdom may be restricted by law, and
therefore persons into whose possession this announcement comes
should inform themselves about and observe any such
restrictions.
Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction. In particular, subject to certain exceptions,
this announcement, the Prospectus (once published) and the
Provisional Allotment Letters (once printed) should not be
distributed, forwarded to or transmitted in or into the United
States, Canada, Hong Kong, Japan, Singapore, South Africa.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
if and the Prospectus.
This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount
invested.
NOTICE TO ALL INVESTORS
Barclays Bank PLC ("Barclays") and J.P. Morgan Securities
plc (which conducts its UK investment banking activities under the
marketing name J.P. Morgan Cazenove) ("J.P. Morgan") (together, the
"Banks" or the
"Underwriters") are each
authorised by the Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the FCA and the PRA. The Banks
are acting exclusively for the Company and acting for no one else
in connection with the Rights Issue. They will not regard any other
person as a client in relation to the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to in this announcement.
Robey Warshaw LLP (the "Financial Adviser"), which is
authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to the Company and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of the Financial Adviser nor
for providing advice in connection with the matters referred to
herein.
Neither of the Underwriters nor the
Financial Adviser, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors,
officers or employees accepts any responsibility or liability
whatsoever for the contents of this announcement, (or whether any
information has been omitted from the announcement), or makes any
representation or warranty, express or implied, as to its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Nil Paid Rights, the Fully Paid Rights, the
Provisional Allotment Letter, the New Shares or the Rights Issue,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss arising
from any use of this announcement or its contents or otherwise
arising in connection therewith. Subject to applicable law, each of
the Underwriters and the Financial Adviser accordingly disclaims
all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement. Neither of
the Underwriters nor the Financial Adviser, nor any of their
respective subsidiaries, branches or affiliates, nor any of their
respective directors, officers or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of the Underwriters or the
Financial Adviser (as applicable) in connection with the Rights
Issue, this announcement, any statement contained herein, or
otherwise.
In connection with the Rights Issue,
the Underwriters and any of their respective affiliates may, in
accordance with applicable legal and regulatory provisions, take up
a portion of the Nil Paid Rights, the Fully Paid Rights and the New
Shares in the Rights Issue as a principal position and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own account in securities of the Company and related
or other securities and instruments (including Nil Paid Rights,
Fully Paid Rights and New Shares) and may offer or sell such
securities otherwise than in connection with the Rights Issue
(including through coordinated action to dispose of any New Shares
which they are required to subscribe for as underwriters), provided
that the Underwriters and their respective affiliates may not
engage in short selling for the purpose of hedging their
commitments under the Underwriting Agreement (subject to certain
exceptions contained in the Underwriting Agreement). Accordingly,
references in the Prospectus to Nil Paid Rights, Fully Paid Rights
and New Shares being offered or placed should be read as including
any offering or placement of Nil Paid Rights, Fully Paid Rights and
New Shares to either of the Underwriters or any of their respective
affiliates acting in such capacity. In addition, certain of the
Underwriters or their affiliates may enter into financing
arrangements (including margin loans) with investors in connection
with which such Underwriters (or their affiliates) may from time to
time acquire, hold or dispose of Nil Paid Rights, Fully Paid Rights
and New Shares. Except as required by applicable law or regulation,
the Underwriters do not propose to make any public disclosure in
relation to such transactions.
NOTICE TO INVESTORS IN CANADA
The offer and sale of the Nil Paid
Rights, Fully Paid Rights and/or New Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that National Grid prepares and files a prospectus
under applicable Canadian securities laws. Any resale of Nil Paid
Rights, Fully Paid Rights and/or New Shares acquired by a Canadian
investor in this offering must be made in accordance with
applicable Canadian securities laws, which may impose restrictions,
under certain circumstances, to resales of the Nil Paid Rights,
Fully Paid Rights and/or New Shares outside of Canada.
Each Canadian investor who exercises
its Nil Paid Rights or Fully Paid Rights and/or purchases New
Shares will be deemed to have represented to the Company, the
Underwriters and to each dealer from whom a purchase confirmation
is received, as applicable, that the investor (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. If you
are an "accredited investor" and a "permitted client", in order to
exercise your Nil Paid Rights or Fully Paid Rights and/or acquire
any New Shares upon exercise thereof, you must sign and deliver an
investor letter.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK Product Governance
Rules"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK Product Governance Rules) may otherwise
have with respect thereto, the Nil Paid Rights, the Fully Paid
Rights and the New Shares have been subject to a product approval
process which has determined that each are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment,
"distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the Nil
Paid Rights, the Fully Paid Rights and/or the New Shares may
decline and investors could lose all or part of their investment;
the Nil Paid Rights, the Fully Paid Rights and/or the New Shares
offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the
New Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Rights Issue. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, the
Underwriters will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK
Target Market Assessment does not constitute: (i) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to, the Nil Paid Rights, the Fully Paid
Rights and/or the New Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the Nil
Paid Rights, the Fully Paid Rights and/or the New Shares and
determining appropriate distribution channels.
FORWARD-LOOKING STATEMENTS
This announcement contains
forward-looking statements, including with respect to financial
information, that are based on current expectations or beliefs, as
well as assumptions about future events. These forward- looking
statements can be identified by the fact that they do not relate
only to historical or current facts. In some cases, forward-looking
statements use words such as "aims", "anticipates", "expects",
"intends", "should", "plans", "believes", "outlook", "seeks",
"estimates", "targets", "may", "will", "continue", "project" and
similar expressions, or other words or similar meaning as well as
statements in the future tense.
No undue reliance should be placed
on any such statements because they speak only as at the date of
this announcement and, by their very nature, they are subject to
known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and the Company's
plans and objectives, to differ materially from those expressed or
implied in the forward-looking statements. Forward-looking
statements are not guarantees of future performance and no
representation or warranty is made that any forward-looking
statement will come to pass. You are advised to read the Prospectus
and the information incorporated by reference therein in their
entirety, and, in particular, the section of the Prospectus headed
"Risk Factors", for a further discussion of the factors that could
affect the Group's future performance and the industry in which it
operates. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements, including
statements regarding prospective financial information, in this
announcement may not occur. In addition, even if the Group's actual
results of operations, financial condition and the development of
the business sectors in which it operates are consistent with the
forward-looking statements contained in this document, those
results or developments may not be indicative of results or
developments in subsequent periods. These statements are not fact
and should not be relied upon as being necessarily indicative of
future results, and readers of this announcement are cautioned not
to place undue reliance on the forward-looking statements,
including those regarding prospective financial
information.
Neither the Company nor either of
the Underwriters or the Financial Adviser are under any obligation
to update or revise publicly any forward-looking statement
contained within this announcement, whether as a result of new
information, future events or otherwise, other than in accordance
with their legal or regulatory obligations (including, for the
avoidance of doubt, the Prospectus Regulation Rules, the Listing
Rules and Disclosure Guidance and Transparency Rules).