National Grid 2015 Annual Report Download - page 184

Additional Information
Shareholder information continued
This discussion is not a comprehensive description of all the US
federal income tax and UK tax considerations that may be relevant
to any particular investor (including consequences under the US
alternative minimum tax or net investment income tax) and does
not address state, local, or other tax laws. National Grid has
assumed that shareholders, including US Holders, are familiar
withthe tax rules applicable to investments in securities generally
and with any special rules to which they may be subject. This
discussion deals only with US Holders who hold ADSs or ordinary
shares as capital assets. It does not address the tax treatment of
investors who are subject to special rules, such as:
• financial institutions;
• insurance companies;
• dealers in securities or currencies;
• investors who elect mark-to-market treatment;
• partnerships or other pass-through entities and their partners;
• individual retirement accounts and other tax-deferred accounts;
• tax-exempt organisations;
• investors who own (directly or indirectly) 10% or more of our
voting stock;
• investors who hold ADSs or ordinary shares as a position in a
straddle, hedging transaction or conversion transaction; and
• investors whose functional currency is not the US dollar.
The statements regarding US and UK tax laws and administrative
practices set forth below are based on laws, treaties, judicial
decisions and regulatory interpretations in effect on the date of this
document. These laws and practices are subject to change without
notice, potentially with retroactive effect. In addition, the statements
set forth below are based on the representations of the Depositary
and assume that each party to the Deposit Agreement will perform
its obligations thereunder in accordance with its terms.
US Holders of ADSs will be treated as the owners of the ordinary
shares represented by those ADSs for US federal income tax
purposes. For the purposes of the Tax Convention, the Estate Tax
Convention and UK tax considerations, this discussion assumes
that a US Holder of ADSs will be treated as the owner of the
ordinary shares represented by those ADSs. HMRC has stated
thatit will continue to apply its long-standing practice of treating
aholder of ADSs as holding the beneficial interest in the ordinary
shares represented by the ADSs; however, we note that this is an
area of some uncertainty and may be subject to change.
US Holders should consult their own advisors regarding the tax
consequences of buying, owning and disposing of ADSs or
ordinary shares in light of their particular circumstances, including
the effect of any state, local, or other tax laws.
Taxation of dividends
The UK does not currently impose a withholding tax on dividends
paid to US Holders.
Cash distributions paid out of our current or accumulated earnings
and profits (as determined for US federal income tax purposes)
generally will be taxable to a US Holder as dividend income.
Distributions in excess of current and accumulated earnings and
profits will be treated as a non-taxable return of capital to the extent
of a US Holder’s basis in its ADSs or ordinary shares, as applicable,
and thereafter as a capital gain. However, we do not maintain
calculations of our earnings and profits in accordance with US
federal income tax principles. US Holders should therefore assume
that any distribution by us with respect to ADSs or ordinary shares
will be reported as dividend income.
Price history
The following table shows the highest and lowest intraday market
prices for our ordinary shares and ADSs for the periods indicated:
Ordinary share (pence) ADS ($)
High Low High Low
2014/15 965.00 806.22 77. 21 62.25
2013/14 849.50 711.0 0 70.07 55.16
2012/13 770.00 6 27. 0 0 58.33 49.55
2011/12 660.50 545.50 52.18 45.80
2010/111666.00 474.80 51.00 36.72
2014/15 Q4 954.00 842.60 72.41 62.25
Q3 965.00 853.78 75.08 6 7.01
Q2 916.00 835.76 7 7.21 70.37
Q1 8 9 7.9 2 806.22 75.09 67.6 2
2013/14 Q4 842.50 769.00 70.07 63.19
Q3 797. 5 0 725.16 65.39 58.85
Q2 817.75 727.4 5 61.59 55.30
Q1 849.50 711.0 0 64.56 5 5.16
April 2015 910.90 863.60 68.88 64.65
March 2015 8 97. 8 0 842.60 68.22 62.25
February 2015 942.10 868.20 71.13 67.12
January 2015 954.00 890.89 72.41 67.8 7
December 2014 936.90 860.03 73.54 67.01
1. On 20 May 2010, we announced a 2 for 5 rights issue of 990,439,017 ordinary shares at
355 pence per share.
Shareholder analysis
The following table includes a brief analysis of shareholder numbers
and shareholdings as at 31 March 2015.
Size of shareholding
Number of
shareholders
% of
shareholders
Number
of shares
% of
shares
1–50 170,30 0 17.7275 4,916,530 0.1263
51–100 259,888 27. 0 5 3 2 18,391,904 0.4726
101–500 415,128 43.2131 87,234,245 2.2416
501–1,000 57, 9 3 0 6.0303 4 0,551,74 5 1.0420
1,001–10,000 54,252 5.6474 133,804,248 3.4382
10,001–50,000 2,074 0.2159 37,223,848 0.9565
50,001–100,000 196 0.0204 14,049,218 0.3610
100,001–500,000 444 0.0462 107,102,598 2.7521
500,001–1,000,000 133 0.0138 94,059,625 2.4169
1,000,001+ 309 0.0322 3,354,357,939 86.1928
Tot al 960,654 100 3,891,691,900 100
Taxation
The discussion in this section provides information about certain
US federal income tax and UK tax consequences for US Holders
(defined below) of owning ADSs and ordinary shares. A US Holder
is beneficial owner of ADSs or ordinary shares that:
• is (i) an individual citizen or resident of the United States, (ii) a
corporation created or organised under the laws of the United
States, any State thereof or the District of Columbia, (iii) an estate
the income of which is subject to US federal income tax without
regard to its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the
administration of the trust and one or more US persons have the
authority to control all substantial decisions of the trust, or the
trust has elected to be treated as a domestic trust for US federal
income tax purposes;
• is not resident or ordinarily resident in the UK for UK tax
purposes; and
• does not hold ADSs or ordinary shares in connection with the
conduct of a business or the performance of services in the UK
or otherwise in connection with a branch, agency or permanent
establishment in the UK.
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