National Grid 2008 Annual Report Download - page 344

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 25877
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 1
Description: EXH 2(B).7.1
0/6755.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/755/6*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 25877
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 1 Description: EXH 2(B).7.1
0/6755.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/755/6*
EXHIBIT 2(b).7.1
Prospectus
NATIONAL GRID GAS plc
(incorporated with limited liability in England and Wales on 1 April 1986 under registered number 2006000)
NATIONAL GRID GAS FINANCE (NO 1) plc
(incorporated with limited liability in England and Wales on 3 August 2006 under registered number 5895068)
Euro 10,000,000,000
Euro Medium Term Note Programme
In respect of Instruments to be issued by National Grid Gas Finance (No 1) plc, unconditionally
and irrevocably guaranteed by
NATIONAL GRID GAS plc
Under the Euro Medium Term Note Programme (the “Programme”) described in this Prospectus (the “Prospectus”), each of National Grid Gas plc (“National Grid Gas”) and National Grid Gas Finance (No 1) plc
(“National Grid Gas Finance (No 1)”) (each, an “Issuer” and together, the “Issuers”) subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt instruments (the
“Instruments”) denominated in any currency agreed between the relevant Issuer, the Trustee and the relevant Dealer (as defined below). Instruments issued by National Grid Gas Finance (No 1) plc will be guaranteed
by National Grid Gas (in such capacity, the “Guarantor”). The aggregate nominal amount of Instruments outstanding will not at any time exceed euro 10,000,000,000 (or the equivalent in other currencies). The
Instruments will only be issued in bearer form.
Application has been made to the Financial Services Authority in its capacity as competent authority (the “UK Listing Authority”) under the Financial Services and Markets Act 2000 (“FSMA”) for Instruments issued
under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London
Stock Exchange”) for such Instruments to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to Instruments being “listed” (and all related
references) shall mean that such Instruments have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council on markets in financial instruments. The Programme also permits Instruments to be issued on an unlisted basis or to be admitted to listing, trading and/or quotation by such
other or further listing authorities, stock exchanges and/ or quotation systems as may be agreed with the relevant Issuer. The relevant Final Terms (as defined on page 9) in respect of the issue of any Instruments will
specify whether or not such Instruments will be listed on the Official List and admitted to trading on the Market (or any other listing authority, stock exchange and/or quotation system).
Each Series (as defined on page 8) of Instruments will be represented on issue by a temporary global instrument in bearer form (each a “temporary Global Instrument”) or a permanent global instrument (each a
“permanent Global Instrument”). If the Global Instruments are stated in the applicable Final Terms to be issued in new global note (“NGN”) form they are intended to be eligible collateral for Eurosystem monetary
policy and the Global Instruments will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Global notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) will be deposited on the issue date of the relevant Tranche
with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”). The provisions governing the exchange of interests in any Global Instruments for interests in any other
Global Instruments and Definitive Instruments are described in “Summary of Provisions Relating to the Instruments while in Global Form”.
Tranches of Instruments (as defined in “Overview of the Programme”) may be rated or unrated. Where a Tranche of Instruments is rated, such rating will be specified in the relevant Final Terms. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
In the case of any Instruments which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under the relevant Directive 2003/71/EC (the “Prospectus Directive”), the minimum specified denomination shall be  €50,000 (or its equivalent in any other
currency as at the date of issue of the relevant Instruments).
Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus.
Arranger for the Programme
HSBC
The Dealers
The date of this Prospectus is 26 February 2008
BARCLAYS CAPITAL HSBC
DEUTSCHE BANK MIZUHO INTERNATIONAL PLC
JPMORGAN CAZENOVE THE ROYAL BANK OF SCOTLAND