National Grid 2008 Annual Report Download - page 182

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 13075
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: 86
Description: EXH 2(B).5.1
0/2565.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/565/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 13075
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: 86 Description: EXH 2(B).5.1
0/2565.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/565/2*
Japan
The Instruments have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities
and Exchange Law”). Accordin
g
ly, each of the Dealers has represented, warranted and a
g
reed and each further Dealer
appointed under the Pro
g
ramme will be required to represent, warrant and a
g
ree that it has not, directly or indirectly, offered or
sold and will not, directly or indirectly, offer or sell any Instruments in Japan or to, or for the benefit of, any resident of Japan or
to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except
pursuant to an exemption from the re
g
istration requirements of, and otherwise in compliance with the Securities and Exchan
g
e
Law and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person
resident in Japan, including any corporation or other entity organised under the laws of Japan.
General
These sellin
g
restrictions may be modified by the a
g
reement of the relevant Issuer and the Dealers followin
g
a chan
g
e in a
relevant law, re
g
ulation or directive. Any such modification will be set out in the Final Terms issued in respect of the issue of
Instruments to which it relates or in a supplement to this Prospectus.
No action has been or will be taken in any country or jurisdiction by the Issuers or the Dealers that would permit a public
offerin
g
of Instruments, or possession or distribution of any offerin
g
material in relation thereto, in any country or jurisdiction
where action for that purpose is required. Persons into whose hands this Prospectus or any Final Terms comes are required by
the Issuers and the Dealers to comply with all applicable laws and re
g
ulations in each country or jurisdiction in or from which
they purchase, offer, sell or deliver Instruments or have in their possession or distribute such offerin
g
material, in all cases at
their own expense.
Each Dealer has a
g
reed that it will comply with all relevant laws, re
g
ulations and directives in each jurisdiction in which it
purchases, offers, sells or delivers Instruments or has in its possession or distributes this Prospectus, any other offerin
g
material or any Final Terms and neither the Issuers nor any other Dealer shall have responsibility for such material.
86
will acquire, hold, mana
g
e or dispose of investments (as principal or a
g
ent) for the purposes of their businesses where the
issue of the Instruments would otherwise constitute a contravention of Section 19 of the FSMA by the relevant Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to en
g
a
g
e in investment activity (within the meanin
g
of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Instruments in circumstances in which Section 21(1) of the FSMA does not apply
to the relevant Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anythin
g
done by it in relation to
any Instruments in, from or otherwise involving the United Kingdom.