National Grid 2008 Annual Report Download - page 408

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 12596
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: 65
Description: EXH 2(B).7.1
0/2819.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/819/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 12596
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: 65 Description: EXH 2(B).7.1
0/2819.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/819/2*
provided that no such offer of Instruments referred to in (b) to (f) 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 implementin
g
the Prospectus Directive in that Member State and
the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementin
g
measure in each
Relevant Member State.
United Kingdom
Each Dealer has represented, warranted and agreed that:
65
(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 such 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 be
g
innin
g
and
endin
g
on the dates s
p
ecified in such
p
ros
p
ectus or final terms, if a
pp
licable;
(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 if the denomination
p
er Instrument bein
g
offered amounts to at least euro 50,000; or
(f) at any time in any other circumstances falling within Article 3(2) of the Prospectus 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 en
g
a
g
e in investment activity (within the meanin
g
of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Instruments in circumstances in which Section 21(1) of the FSMA does not apply
to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anythin
g
done by it in relation to
any Instruments in, from or otherwise involving the United Kingdom.