National Grid 2008 Annual Report Download - page 278

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 3903
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: 72
Description: EXH 2(B).6.1
0/1676.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/676/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 3903
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: 72 Description: EXH 2(B).6.1
0/1676.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/676/1*
completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from
and including the Relevant Implementation Date, make an offer of Instruments to the public in that Relevant Member State:
provided that no such offer of Instruments referred to in (b) to (e) 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
Prospectus Directive.
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, warranted and a
g
reed, and each further Dealer appointed under the Pro
g
ramme will be required
to represent, warrant and agree, that:
72
(a) if the Final Terms in relation to the Instruments specify that an offer of those Instruments may be made other than
pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-Exempt Offer”), followin
g
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, in the period
beginning and ending on the dates specified in such prospectus or Final Terms, as applicable;
(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
regulated, whose corporate purpose is solely 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; or
(
e
)
at an
y
time in an
y
other circumstances fallin
g
within Article 3
(
2
)
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 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 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 engage in investment activity (within the meaning