National Grid 2008 Annual Report Download - page 363

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 27246
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: 20
Description: EXH 2(B).7.1
0/1774.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/774/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 27246
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: 20 Description: EXH 2(B).7.1
0/1774.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/774/1*
more Specified Denominations. Except in circumstances set out in the relevant Global Instrument, investors will not be entitled
to receive Definitive Instruments.
Risks related to the market generally
Set out below is a brief description of certain market risks, includin
g
liquidity risk, exchan
g
e rate risk, interest rate risk and credit
risk:
The secondary market generally
Instruments may have no established tradin
g
market when issued, and one may never develop. If a market does develop, it
may not be liquid. Therefore, investors may not be able to sell their Instruments easily or at prices that will provide them with a
yield comparable to similar investments that have a developed secondary market. This is particularly the case for Instruments
that are especially sensitive to interest rate, currency or market risks, are desi
g
ned for specific investment objectives or
strate
g
ies or have been structured to meet the investment requirements of limited cate
g
ories of investors. These types of
Instruments
g
enerally would have a more limited secondary market and more price volatility than conventional debt securities.
Illiquidity may have a severely adverse effect on the market value of Instruments.
The Clearing Systems
Because the Global Instruments may be held by or on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”) investors will have to rely on the procedures of Euroclear and
Clearstream, Luxembourg for transfer, payment and communication with the Issuer.
Instruments issued under the Pro
g
ramme may be represented by one or more temporary Global Instruments or permanent
Global Instruments. Such Global Instruments may be deposited with a common depositary for Euroclear and Clearstream,
Luxembour
g
. Except in the circumstances described in the relevant Global Instrument, investors will not be entitled to receive
Definitive Instruments. Euroclear and Clearstream, Luxembour
g
will maintain records of the interests in the Global Instruments.
While the Instruments are represented by one or more Global Instruments, investors will be able to trade their interests only
through Euroclear or Clearstream, Luxembourg.
While Instruments are represented by one or more Global Instruments, the Issuer will dischar
g
e its payment obli
g
ations under
such Instruments by makin
g
payments to the common depositary for Euroclear and Clearstream, Luxembour
g
for distribution to
their account holders. A holder of an interest in a Global Instrument must rely on the procedures of Euroclear and Clearstream,
Luxembour
g
to receive payments under the relevant Instruments. The Issuer has no responsibility or liability for the records
relating to, or payments made in respect of, interests in the Global Instruments.
Holders of interests in the Global Instruments will not have a direct ri
g
ht to vote in respect of the relevant Instruments. Instead,
such holders will be permitted to act only to the extent that they are enabled by Euroclear or Clearstream, Luxembourg.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Instruments in the Specified Currency. This presents certain risks relatin
g
to
currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the
“Investor’s Currency”) other than the Specified Currency. These include the risk that exchan
g
e rates may si
g
nificantly chan
g
e
(including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that
authorities with jurisdiction over the Investor’s Currency may impose or modify exchan
g
e controls. An appreciation in the value
of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the
Instruments, (2) the Investor’s Currency equivalent value of the principal payable on the Instruments and (3) the Investor’s
Currency equivalent market value of the Instruments.
20