National Grid 2008 Annual Report Download - page 181

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 60732
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 85
Description: EXH 2(B).5.1
0/2564.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/564/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 60732
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 85 Description: EXH 2(B).5.1
0/2564.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/564/2*
and will not make an offer of Instruments which are the subject of the offerin
g
contemplated by the Prospectus as completed by
the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and includin
g
the Relevant Implementation Date, make an offer of Instruments to the public in that Relevant Member State:
For the purposes of this provision, the expression an “offer of Instruments to the public” in relation to any Instruments in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the Instruments to be offered so as to enable an investor to decide to purchase or subscribe the Instruments, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
United Kingdom
Each Dealer has represented and a
g
reed, and each further Dealer appointed under the Pro
g
ramme will be required to
represent and agree, that:
85
(a) in the final terms in relation to the Instruments, which specify that an offer of those Instruments is bein
g
made other than
pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-Exempt Offer”), in the period
be
g
innin
g
on the date of publication of a prospectus in relation to those Instruments which has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, provided that any such prospectus has
subsequently been completed by the final terms contemplating such Non-exempt offer, in accordance with the Prospectus
Directive, and endin
g
on the date s
p
ecified in such
p
ros
p
ectus in final terms, as a
pp
licable;
(b) at any time to le
g
al entities which are authorised or re
g
ulated to operate in the financial markets or, if not so authorised or
re
g
ulated, whose cor
p
orate
p
ur
p
ose is solel
y
to invest in securities;
(c) at any time to any le
g
al entity which has two or more of (1) an avera
g
e of at least 250 employees durin
g
the last financial
year; (2) a total balance sheet of more than 
€43,000,000 and (3) an annual net turnover of more than  €50,000,000, as
shown in its last annual or consolidated accounts;
(d) at any time to fewer than 100 natural or le
g
al persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtainin
g
the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such
offer;
(e) at any time if the denomination per Instrument being offered amounts to at least

€50,000; or
(f) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive
(g) provided that no such offer of Instruments referred to in (a) to (f) above shall require the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Pros
p
ectus Directive..
(a) in relation to any Instruments which have a maturity of less than one year, (i) it is a person whose ordinary activities
involve it in acquirin
g
, holdin
g
, mana
g
in
g
or disposin
g
of investments (as principal or a
g
ent) for the purposes of its
business and (ii) it has not offered or sold and will not offer or sell any Instruments other than to persons whose ordinary
activities involve them in acquirin
g
, holdin
g
, mana
g
in
g
or disposin
g
of investments (as principal or as a
g
ent) for the
purposes of their businesses or who it is reasonable to expect