National Grid 2008 Annual Report Download - page 277

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 41287
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: 71
Description: EXH 2(B).6.1
0/1675.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/675/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 41287
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: 71 Description: EXH 2(B).6.1
0/1675.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/675/1*
PLAN OF DISTRIBUTION
Summary of Agreement
Subject to the terms and on the conditions contained in a dealer a
g
reement dated 3 December 2007 (as amended or
supplemented from time to time), between the Issuer, the Permanent Dealers and the Arranger (the “Dealer Agreement”), the
Instruments will be offered on a continuous basis by the Issuer to the Permanent Dealers. However, the Issuer has reserved
the ri
g
ht to issue Instruments directly on its own behalf to dealers which are not the Permanent Dealers. The Instruments may
also be issued by the Issuer throu
g
h the Dealers, actin
g
as a
g
ents of the Issuer. The Dealer A
g
reement also provides for
Instruments to be issued in syndicated Tranches which are jointly and severally underwritten by two or more Dealers. The
commissions in respect of an issue of Instruments on a syndicated basis will be stated in the relevant Final Terms. The Issuer
has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Instruments.
Selling Restrictions
United States
The Instruments have not been and will not be re
g
istered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the re
g
istration
requirements of the Securities Act. Terms used in this para
g
raph have the meanin
g
s
g
iven to them by Re
g
ulation S under the
Securities Act.
Any Instruments havin
g
a maturity of more than one year are subject to U.S. tax law requirements and may not be offered, sold
or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax
re
g
ulations. Terms used in this para
g
raph have the meanin
g
s
g
iven to them by the U.S. Internal Revenue Code and re
g
ulations
under it.
Each Dealer has a
g
reed and each further Dealer appointed under the Pro
g
ramme will be required to a
g
ree that, except as
permitted by the Dealer A
g
reement, it will not offer, sell or deliver the Instruments of any identifiable Tranche, (a) as part of their
distribution at any time or (b) otherwise until 40 days after completion of the distribution of such Tranche as determined, and
certified to the Issuer, by the Issuin
g
and Payin
g
A
g
ent, or in the case of Instruments issued on a syndicated basis, the Lead
Mana
g
er, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to
which it sells Instruments durin
g
the distribution compliance period a confirmation or other notice settin
g
forth the restrictions on
offers and sales of the Instruments within the United States or to, or for the account or benefit of, U.S. persons.
Each issuance of Dual Currency Instruments will be subject to such additional United States sellin
g
restrictions as indicated in
the applicable Final Terms. Each Dealer has a
g
reed that it shall offer, sell and deliver such Instruments only in compliance with
such additional U.S. selling restrictions.
In addition, until 40 days after the commencement of the offerin
g
of any identifiable Tranche, an offer or sale of Instruments
within the United States by any dealer that is not participatin
g
in the offerin
g
may violate the re
g
istration requirements of the
Securities Act.
Public Offer Selling Restriction under the Prospectus Directive
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
“Relevant Member State”), each Dealer 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 with effect from and includin
g
the date on which the
Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made
and will not make an offer of Instruments which are the subject of the offering contemplated by the Prospectus as
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