National Grid 2008 Annual Report Download - page 254

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 3137
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 48
Description: EXH 2(B).6.1
0/1652.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/652/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 3137
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 48 Description: EXH 2(B).6.1
0/1652.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/652/1*
48
9 Meetin
g
s
The holder of a permanent Global Instrument shall (unless such permanent Global Instrument represents only one Instrument)
be treated as bein
g
two persons for the purposes of any quorum requirements of a meetin
g
of Instrumentholders and, at any
such meetin
g
, as havin
g
one vote in respect of each inte
g
ral currency unit of the Specified Currency of the Instruments for
which it ma
y
be exchan
g
ed in accordance with its terms.
10 Cancellation
Cancellation of any Instrument represented by a permanent Global Instrument which is required by the Conditions to be
cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant permanent
Global Instrument.
11 Purchase
Instruments represented by a permanent Global Instrument may only be purchased by the Issuer or any of its subsidiary
undertakin
g
s if they are purchased to
g
ether with the ri
g
ht to receive all future payments of interest and Instalment Amounts (if
an
y)
on those Instruments.
12 Issuer’s Option
Any option of the Issuer provided for in the Conditions of any Instruments while such Instruments are represented by a
permanent Global Instrument shall be exercised by the Issuer
g
ivin
g
notice to the Instrumentholders within the time limits set
out in and containin
g
the information required by the Conditions, except that the notice shall not be required to contain the
serial numbers of Instruments drawn in the case of a partial exercise of an option and accordin
g
ly no drawin
g
of Instruments
shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Instruments of any
Series, the ri
g
hts of accountholders with a clearin
g
system or Approved Intermediary in respect of the Instruments will be
g
overned by the standard procedures of Euroclear and/or Clearstream, Luxembour
g
(to be reflected in the records of
Euroclear and Clearstream, Luxembour
g
as either a pool factor or a reduction in nominal amount, at their discretion) or any
other Alternative Clearing System (as the case may be).
13 Instrumentholders’ O
p
tions
Any option of the Instrumentholders provided for in the Conditions of any Instruments while such Instruments are represented
by a permanent Global Instrument may be exercised by the holder of the permanent Global Instrument
g
ivin
g
notice to the
Issuin
g
and Payin
g
A
g
ent within the time limits relatin
g
to the deposit of Instruments with a Payin
g
A
g
ent set out in the
Conditions substantially in the form of the notice available from any Payin
g
A
g
ent statin
g
the nominal amount of Instruments in
respect of which the option is exercised and at the same time, where the permanent Global Instrument is a CGN, presentin
g
the permanent Global Instrument for notation. Where the Global Instrument is an NGN, the Issuer shall procure that details of
such exercise shall be entered pro rata in the records of the relevant clearin
g
system and the nominal amount of the
Instruments recorded in those records will be reduced accordin
g
l
y
.
14 NGN nominal amount
Where the Global Note is a NGN, the Issuer shall procure that any exchan
g
e, payment, cancellation, exercise of any option or
any ri
g
ht under the Instruments, as the case may be, in addition to the circumstances set out above shall be entered in the
records of the relevant clearin
g
systems and upon any such entry bein
g
made, in respect of payments of principal, the nominal
amount of the Instruments represented by such Global Instrument shall be adjusted accordingly.