case that person holds or had held an interest in those shares, to give additional information relating to that interest and any other interest in the shares of which that person is aware.
Where a company serves notice under the provisions described above on a person who is or was interested in shares of the company and that person fails to give the company any information required by the notice within the time specified in the notice, the company may apply to an English court for an order directing that the shares in question be subject to restrictions prohibiting, among other things, any transfer of those shares, the taking up of rights in respect of those shares and, other than in a liquidation, payments in respect of those shares.
Material contracts
As described in Item 6, each of our Executive Directors has a Service Agreement and each Non-executive Director has a Letter of Appointment.
Apart from these, no contract (other than contracts entered into in the ordinary course of business) has been entered into by us within the two years immediately preceding the date of this report which is, or may be, material; or which contains any provision under which any member of National Grid has any obligation or entitlement which is material to us at the date of this report.
Exchange controls
There are currently no UK laws, decrees or regulations that restrict the export or import of capital, including, but not limited to, foreign exchange control restrictions, or that affect the remittance of dividends, interest or other payments to non-UK resident holders of ordinary shares except as otherwise set out in ‘Taxation’“Taxation” below and except in respect of the governments ofand/or certain citizens, residents or bodies of certain countries (described in applicable Bank of England Notices or European Union Council Regulations in force as at the date of this document).
Taxation
The following summary describes the principal United States (“US”)This section discusses certain US federal income tax and United Kingdom (“UK”) tax consequences for a beneficial owner of ADSs or ordinary shares who is:
| | |
| • | a citizen or resident of the US, |
|
| • | a corporation or other entity taxable as a corporation, created or organised under the laws of the US or any state thereof, or |
|
| • | a trust or an estate the income of which is subject to US federal income tax without regard to its source and that holds such shares or ADSs as capital assets. |
The summary is not a complete analysis or listing of all the possible tax consequences of ownership, of ADSs or ordinary shares. It does not discuss special tax rules that may be applicable to certain classes of investors including traders, collective investment schemes, banks, insurance companies, securities dealers, investors with a ‘functional currency’ other than the US dollar and any corporation which directly or indirectly controls 10% or more of the voting share capital of National Grid.
Each investor is urged to consult his or her own tax advisor regarding theUK tax consequences of the purchase, ownership and disposition of ADSs orand ordinary shares by certain beneficial holders thereof. This discussion applies to you only if you qualify for benefits under the laws ofincome tax convention between the US, the UK and their constituent jurisdictions.
The US and the UK signed(the “Tax Convention”) and are a convention (the ‘Income Tax Convention’)resident of the US for the avoidancepurposes of double taxation with respect to income and capital gains on 24 July 2001. The Incomethe Tax Convention entered into force followingand are not resident or ordinarily resident in the exchange of instruments of ratification on 31 March 2003 and was effectiveUK for withholding taxes beginning 1 May 2003. This summary describes the rules of taxationUK tax purposes at any material time (a “US Holder”).
You generally will be entitled to benefits under the Income Tax Convention.
The statements regarding US federal tax laws set out below are based on:Convention if you are:
| | |
| | • | the US Internal Revenue Codebeneficial owner of 1986,the ADSs or ordinary shares, as amended (the “Code”)applicable, and regulations issued thereunder, all of which are subject to change, possibly with retroactive effect, and in part onany dividends that you receive; |
| |
| | • | an individual resident or citizen of the representationsUS, a US corporation, or a US partnership, estate, or trust (but only to the extent the income of The Bankthe partnership, estate, or trust is subject to US taxation in the hands of New York as depositary (the ‘Depositary’).a US resident person); and |
|
| • | not also a resident of the UK for UK tax purposes. |
If a US Holder holds ADSs or ordinary shares in connection with the conduct of business or the performance of personal services in the UK or otherwise in connection with a branch, agency or permanent establishment in the UK, then you will not be entitled to benefits under the Treaty. Special rules, including a limitation of benefits provision, apply in limited circumstances to ADSs or ordinary shares owned by an investment or holding company. This section does not discuss the treatment of holders described in the preceding two sentences.
This section does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor. National Grid has assumed that you are familiar with the tax rules applicable to investments in securities generally and with any special rules to which you may be subject. In particular, the discussion deals only with investors that will beneficially hold ADSs or ordinary shares as capital assets and does
9
not address the tax treatment of investors that are subject to special rules, such as banks, insurance companies, dealers in securities or currencies, partnerships or other entities classified as partnerships for US federal income tax purposes, persons that control (directly or indirectly) 10 percent or more of our voting stock, persons that elect mark-to-market treatment, persons that hold ADSs or ordinary shares as a position in a straddle, conversion transaction, synthetic security, or other integrated financial transaction, and persons 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 prospectus. These laws and practices are subject to change without notice, possibly with retrospective effect. In addition, the US statements set forth below are based on the representations of The Bank of New York as depositary (the “Depositary”). These statements assume that each obligation provided for in or otherwise contemplated by the deposit agreement entered into by and among National Grid Transco plc (now National Grid plc), the Depositary and the registered holders of ADRs pursuant to which ADRsADSs have been issued dated as of 21 November 1995 and amended and restated as of 31 January 20021 August 2005 and any related agreement will be performed in accordance with its terms. Beneficial owners of ADSs who are residents or citizens of the United StatesUS will be treated as the owners of the underlying ordinary shares for the purposes of the US Internal Revenue Code.
9
ForA US Holder should consult its own adviser as to the purposestax consequences of this discussion, the term ‘US Holder’ refers to a beneficial ownerpurchase, ownership and disposition of ADSs or ordinary shares who is a residentin light of its particular circumstances, including the United States for US federal income tax purposes and, as to the description under ‘Taxationeffect of dividends’ and ‘Taxation of capital gains’ below, is also a resident of the United States for the purposes of the Income Tax Convention.
The statements regarding UK tax set out below are based on UK tax law and the published practice of HM Revenue and Customs in the United Kingdom as at the date of this document and are subject to any change therein (including any change having retroactive effect).state, local or other national laws.
Taxation of Dividends
Under the Income Tax Convention the United KingdomUK is allowed to impose a 15% withholding tax on dividends paid to US shareholders controlling less than 10% of the voting capital of National Grid. The United KingdomUK does not, however, currently impose a withholding tax on such dividends. If it were to impose such a tax, the treaty provides for an exemption from withholding taxes for dividends paid on shares held through a tax exempt pension fund, 401(k) plan or similar ‘pension scheme’“pension scheme” as defined in the Income Tax Convention. The Income Tax Convention does not provide for refunds to be paid in respect of tax credits arising on dividends paid by UK resident companies. To obtain benefits under the Income Tax Convention, a US holderHolder must otherwise satisfy the requirements of the limitations on benefits article of the Income Tax Convention.
Cash distributions received by a US Holder with respect to its ADSs or ordinary shares generally will be treated as a dividend subject to US federal income taxation as ordinary income. Subject to certain exceptions for short-term and hedged positions, the US dollar amount of dividends received by certain non-corporate US Holders with respect to ADSs or ordinary shares before January 1, 2011 will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends received with respect to ADSs or ordinary shares will be qualified dividends if National Grid (i) is eligible for the benefits of a comprehensive income tax treaty with the United StatesUS that the US Internal Revenue Service (“IRS”) has approved for purposes of the qualified dividend rules and (ii) was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The Income Tax Convention has been approved for purposes of the qualified dividend rules. Based on National Grid’s audited financial statements and relevant market and shareholder data, National Grid believes that it was not treated as a PFIC for US federal income tax purposes with respect to its 2007 taxable year.year ending March 31, 2009. In addition, based on its auditedunaudited financial statements and its current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, National Grid does not anticipate becoming a PFIC for its 2008 taxable year ending March 31, 2010 or in the foreseeable future. Dividends paid by National Grid to corporate US holdersHolders will not be eligible for the dividends received deduction generally allowed to corporations. This discussion is based on current law and previous guidance issued by the IRS which could be changed.
Taxation of Capital Gains
Subject to the provisions set out in the next paragraph in relation to temporary non-residents, a US Holder who isHolders will not resident and not ordinarily resident in the UK for UK tax purposes is notbe liable for UK taxation on capital gains realized or accrued on the sale or other disposal of ADSs or ordinary shares. A US Holder is, however, liable for US federal income tax on such gains to the same extent as on any other gains from sales of stock. The gain, if any, is generally US source.
The following taxpayers may be subject to tax in both jurisdictions for any capital gain realized on the sale or other dispositiondisposal of ADSs or ordinary shares:shares.
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| • | a US citizen who is resident or ordinarily resident in the UK |
|
| • | a US corporation which is resident in the UK by reason of its business being managed and controlled in the UK |
|
| • | a US citizen who is trading or carrying on a profession or vocation in the UK and used, held or acquired ADSs or ordinary shares for the purpose of such trade, profession or vocation |
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| | |
| • | a US corporation which is otherwise carrying on business through a permanent establishment in the UK and used, held or acquired ADSs or ordinary shares for the purposeSales or other taxable dispositions of ADSs or ordinary shares by a US Holder generally will give rise to US source capital gain or loss equal to the difference between the US dollar value of such permanent establishment. |
Such holder, however, is generally entitled to foreign tax credit, subject to certain limitations, against any US federal tax liability for the amount of any UK tax (namely capital gains tax inrealized on the case of an individualdisposition and corporation tax on chargeable gains in the case of a corporation) which has been paid in respect of such gain.
A US Holder who becomes resident in the UK after a period of temporary non-residence (of up to five years) following an earlier period of residence in the UK is also potentially liable to UK capital gains tax on gains made in the period of temporary non-residence.
A US Holder must also comply with the limitation on benefits article in the Income Tax Convention in order to obtain treaty benefits.
In addition, a tax loss on future sales of shares may be characterised as long-term capital loss if some or all of a US Holder’s dividends are characterised as an “extraordinary dividend”. This characterisation may result depending on the proportionate amount of the dividend compared with the costUS dollar basis in the shares.shares or ADSs. Any such capital gain or loss generally will be long-term capital gain or loss, subject to taxation at reduced rates for non-corporate taxpayers, if the ordinary shares or ADSs were held for more than one year. The deductibility of capital losses is subject to limitations.
UK Stamp Duty and Stamp Duty Reserve Tax (‘SDRT’(“SDRT”)
Transfers of ordinary shares — Broadly, SDRT at the rate of 0.5% of the amount of value of the consideration iswill generally be payable where anon any agreement to transfer ordinary shares that is not completed by the execution of a duly stamped instrument of transfer to the transferee. Where an instrument of transfer is executed and duly stamped before the expiry of the period of six years beginning with suchthe date on which the agreement is made, the SDRT liability will be cancelled, and any SDRT which has been paid will be refunded. SDRT is due whether or not the agreement or transfer of such chargeable securities is made or carried out in the UK and whether or not any party to that agreement or transfer is a UK resident. Purchases of ordinary shares completed by execution of a stock transfer form will generally give rise to a liability to UK stamp duty at the rate of 0.5% (rounded up to the nearest £5) of the amount or value of the consideration. Paperless transfers under the CREST paperless settlement system will generally be liable to SDRT at the rate of 0.5%, and not stamp duty. The transfer of ordinary shares where there is no change of beneficial ownership will generally attract fixed rate stamp duty of £5 per transfer. However, if the Finance Bill 2008 is enacted in its current form, any such transfer executed on or after 13 March 2008 will not attract stamp duty. SDRT is generally the liability of the purchaser and UK stamp duty is usually paid by the purchaser or transferee.
Transfers of ADSs — No UK stamp duty will be payable on the acquisition or transfer of existing ADSs or beneficial ownership of ADSs, provided that any instrument of transfer or written agreement to transfer is executed outside the UK and remains at all times outside the UK. An agreement for the transfer of ADSs in the form of ADRs will not give rise to a liability for SDRT. On a transfer of ordinary shares from the London, England office of The Bank of New York as agent of the Depositary (the ‘Custodian’) to a holder of ADSs upon cancellation of the ADSs, only a fixed stamp duty fee of £5 per instrument of transfer will be payable. However, if the Finance Bill 2008 is enacted in its current form, any such transfer executed on or after 13 March 2008 will not attract stamp duty. Any transfer for value of the underlying ordinary shares represented by ADSs may give rise to a liability on the transferee to UK stamp duty or SDRT. A charge to stamp duty or SDRT may arise on the issue or transfer of ordinary shares to the Depositary or The Bank of New York as agent of the Custodian.Depositary (the “Custodian”). The rate of stamp duty or SDRT will generally be 1.5% of either (i) in the case of an issue of ordinary shares, the issue price of the ordinary shares concerned, or (ii) in the case of a transfer of ordinary shares, the value of the consideration or, in some circumstances, the value of the ordinary shares concerned. The Depositary will generally be liable for the stamp duty or SDRT. In accordance with the terms of the Depositary Agreement, the Depositary will charge any tax payable by the Depositary or the Custodian (or their nominees) on the deposit of ordinary shares to the party to whom the ADSs are delivered against such deposits. If the stamp duty is not a multiple of £5, the duty will be rounded up to the nearest multiple of £5.
US Information Reporting and Backup Withholding
A US Holder who holdsDividend payments made to holders and proceeds paid from the sale, exchange, redemption or disposal of ADSs or ordinary shares may in certain circumstances be subject to information reporting to the IRS and possible USIRS. Such payments may be subject to backup withholding attaxes unless the holder (i) is a rate of 28% with respect to dividends on ADSs and proceeds from the salecorporation or
11
other disposition of ADSs unless such holder furnishesexempt recipient or (ii) provides a correct taxpayer identification number on a properly completed IRSForm W-9 and certifies that no loss of exemption from backup withholding has occurred. Holders that are not US persons generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of its non-US status in connection with payments received within the US or through a US-related financial intermediary.
Backup withholding is otherwise exempt.not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information.
UK Inheritance Tax
An individual who is domiciled in the US for the purposes of the convention between the US and the UK for the avoidance of double taxation with respect to estate and gift taxes (the ‘Estate“Estate Tax Convention’Convention”) and who is not a national of the UK for the purposes of the Estate Tax Convention will generally not be subject to UK inheritance tax in respect of the ADSs or ordinary shares on the individual’s death or on a gift of the ADSs or ordinary shares during the individual’s lifetime, unless the ADSs or ordinary shares are part of the business property of a permanent
11
establishment of the individual in the UK or pertain to a fixed base in the UK of an individual who performs independent personal services. Special rules apply to ADSs or ordinary shares held in trust. In the exceptional case where the ADSs or shares are subject both to UK inheritance tax and to US federal gift or estate tax, the Estate Tax Convention generally provides for the tax paid in the UK to be credited against tax paid in the US.
Documents on display
National Grid is subject to the filing requirements of the Securities Exchange Act, of 1934, as amended. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission.Commission (“SEC”). These materials, including this document, may be inspected during normal business hours at our registered office 1-3 Strand, London WC2N 5EH or at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. For further information about the Public Reference Room, please call the SEC on1-800-SEC-0330. Some of our filings are also available on the SEC’s website at www.sec.gov.
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| Item 11. | Quantitative and Qualitative Disclosures about Market Risk |
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| Item 12. | Description of Securities Other than Equity Securities |
Not applicable.
PART II
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| Item 13. | Defaults, Dividend Arrearages and Delinquencies |
There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default with respect to the indebtedness for or in respect of monies borrowed or raised by whatever means of the Company or any of its significant subsidiaries. There have been no arrears in the payment of dividends on, and no material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Company required to be reported under this Item 13.
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| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
None.
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| Item 15. | Controls and Procedures |
Disclosure controls and procedures
We have carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive and Finance Director, of the effectiveness of the design and operation of our disclosure controls and procedures as of 31 March 2008.2009. There are inherent limitations to the effectiveness of any
12
system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. Based on that evaluation, the Chief Executive and Finance Director concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file and submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarised and reported as and when required and communicated to our management, including the Chief Executive and Finance Director, as appropriate, to allow timely decisions regarding disclosure.
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Managements’ evaluation of the effectiveness of internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRules 13a-15(f) and15d-15(f) under Securitiesthe Exchange Act of 1934, as amended.Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as adopted by the European Union and IFRS as published by the International Accounting Standards Board. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Our management, with the participation of the Chief Executive and Finance Director, conducted an evaluation of the effectiveness of itsthe Company’s internal control over financial reporting based on the framework inInternal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of 31 March 2008.
Because KeySpan Corporation was acquired by us during the financial year ended 31 March 2008, it was not required to be included in management’s assessment of internal control over financial reporting for the year ended 31 March 2008, and therefore, management have excluded it from its assessment. KeySpan Corporation is a wholly-owned subsidiary whose total assets and total revenues represented 25% and 22%, respectively, of the related consolidated financial statement amounts as of and for the year ended 31 March 2008.2009.
PricewaterhouseCoopers LLP, which has audited our consolidated financial statements for the fiscal year ended 31 March 2008,2009, has also audited the effectiveness of our internal control over financial reporting. The attestation report of PricewaterhouseCoopers LLP is included under Item 18 of thisForm 20-F.
Change in internal control over financial reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Item 16A. | Audit Committee Financial Expert |
The Board of Directors has determined that George Rose, chairman of the Company’s Audit Committee, is an “audit committee financial expert’’expert” within the meaning of this Item 16A. A brief listing of Mr. Rose’s relevant experience is included as parton page 17 of Item 6.the Company’s Annual Report and Accounts 2008/09 contained in Exhibit 15.1. Mr. Rose is also “independent’’“independent” within the meaning of the New York Stock Exchange listing rules.
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or controller, and any person performing similar functions. This code is available on our website at www.nationalgrid.com, where any amendments or waivers will also be posted. There were no amendments to, or waivers under, our Code of Ethics in the fiscal year ended 31 March 2008.2009.
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| Item 16C. | Principal Accountant Fees and Services |
PricewaterhouseCoopers LLP, independent registered public accounting firm, served as auditors of the Company for the fiscal year ended 31 March 2008.2009.
| | | | | | | | | | | | | | | | | |
| | | Year Ended
| | Year Ended
| | Year Ended
| | Year Ended
| |
| | | March 31,
| | March 31,
| | March 31,
| | March 31,
| |
| | | 2008 | | 2007 | | 2009 | | 2008* | |
| | | (£m) | | (£m) | |
| |
| Audit fees | | | 8.3 | | | | 6.2 | | | | 9.7 | | | | 8.9 | |
| Audit related fees | | | 0.4 | | | | 1.8 | | | | 0.3 | | | | 0.4 | |
| Tax fees | | | 1.2 | | | | 1.3 | | | | 0.9 | | | | 1.2 | |
| All other fees | | | 0.7 | | | | 1.1 | | | | 0.6 | | | | 0.7 | |
| Total | | | £10.6 | | | | £10.4 | | | | £11.5 | | | | £11.2 | |
Subject to the Company’s Articles of Association and the UK Companies Act, , the Audit Committee is solely and directly responsible for the approval of the appointment, re-appointment, compensation and oversight of the
13
Company’s independent auditors. It is our policy that the Audit Committee must approve in advance all non-audit work to be performed by the independent auditors.
During fiscal 2007/08,2008/09, all of the above services were pre-approved by the Audit Committee.
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| 1 | | The aggregate fees billed by PricewaterhouseCoopers LLP for the audit of the Company’s financial statements and regulatory reporting for the fiscal year ended 31 March 20082009 and the review of interim financial statements for the six months ended 30 September 20072008 were £8.3£9.7 million. Fees billed by PricewaterhouseCoopers LLP for the audit of the Company’s financial statements and regulatory reporting for the fiscal year ended 31 March 20072008 and the review of interim financial statements for the six months ended 30 September 2006,2007, were £6.2£8.9 million. Comparatives for 2008 have been restated to present items on a basis consistent with the current year classification. |
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| 2 | | The aggregate fees billed by PricewaterhouseCoopers LLP for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed under “Audit Fees” above were £0.3 million in fiscal 2008/09 and £0.4 million in fiscal 2007/08 and £1.8 million in fiscal 2006/07.08. Included within the fees in fiscal 2007/082008/09 are services principally related to comfort letters and SAS 70 control reports. |
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| 3 | | Aggregate fees billed by PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning were £0.9 million in fiscal 2008/09 and £1.2 million in fiscal 2007/08 and £1.3 million in fiscal 2006/07.08. |
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| 4 | | Aggregate fees billed by PricewaterhouseCoopers LLP for all other services in fiscal 2007/082008/09 were £0.7£0.6 million. The most significant item was providing vendor due diligenceOther services include fees relating to corporate responsibility reporting, treasury related projects and sundry services, all of which have been subject to the proposed sale of National Grid’s property business.Audit Committee approval. Aggregate fees billed by PricewaterhouseCoopers LLP for all other services in fiscal 2006/072007/08 were £1.1£0.7 million. |
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| Item 16D. | Exemptions from the Listing Standards for Audit Committees |
Not applicable.
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| |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
The following table provides information on Ordinary Shares purchased by the Company during fiscal
2007/08 2008/09
| | | | | | | | | | | | | | | | | |
| | | | | | | (c). Total Number of
| | |
| | | | | | | Shares Purchased
| | (d). Maximum Number
|
| | | | | | | of Shares purchased
| | of Shares (Rounded)
|
| | | | | (b). Average
| | as Part of Publicly
| | that May Yet Be
|
| | | (a). Total Number of
| | Price Paid
| | Announced Plans
| | Purchased Under the
|
Periods | | Shares Purchased | | per Share | | or Programs | | Plans or Programs |
1 June to 30 June 2007
(actual purchases from 18 to 28 June) | | | 14,000,000 | | | £ | 7.31 | | | | 65,308,381 | | | | 207 million | |
1 July to 30 July 2007
(actual purchases from 2 to 31 July) | | | 32,050,959 | | | £ | 7.08 | | | | 97,359,340 | | | | 175 million | |
1 August to 31 August 2007
(actual purchases from 1 to 30 August) | | | 19,566,000 | | | £ | 7.13 | | | | 116,925,340 | | | | 155 million | |
1 September to 31 September 2007
(actual purchases from 3 to 28 September) | | | 16,016,544 | | | £ | 7.49 | | | | 132,941,884 | | | | 139 million | |
1 October to 28 October 2007
(actual purchases from 1 to 31 October) | | | 19,520,305 | | | £ | 7.82 | | | | 152,462,189 | | | | 120 million | |
1 November to 31 November 2007
(actual purchases from 1 to 30 November) | | | 19,815,480 | | | £ | 7.92 | | | | 172,277,669 | | | | 100 million | |
1 December to 31 December 2007
(actual purchases from 3 to 28 December) | | | 10,500,430 | | | £ | 8.29 | | | | 182,778,099 | | | | 89 million | |
1 January to 31 January 2008
(actual purchases from 2 to 31 January) | | | 16,103,326 | | | £ | 8.15 | | | | 198,881,425 | | | | 73 million | |
1 February to 29 February 2008
(actual purchases from 1 to 29 February) | | | 10,325,351 | | | £ | 7.65 | | | | 209,206,776 | | | | 63 million | |
1 March to 31 March 2008
(actual purchases from 3 to 31 March) | | | 13,328,023 | | | £ | 7.16 | | | | 222,534,799 | | | | 50 million | |
1 April to 30 April 2008
(actual purchases from 1 to 30 April) | | | 10,775,000 | | | £ | 7.12 | | | | 233,309,799 | | | | 39 million | |
1 May to 31 May 2008
(actual purchases from 1 to 30 May) | | | 7,896,000 | | | £ | 7.24 | | | | 241,205,799 | | | | 31 million | |
1 June to 31 June 2008
(actual purchases from 2 to 13 June) | | | 4,935,000 | | | £ | 7.10 | | | | 246,140,799 | | | | 26 million | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | (c). Total Number of
| | | (d). Maximum Number
| |
| | | | | | | | | Shares Purchased
| | | of Shares (Rounded)
| |
| | | | | | (b). Average
| | | as Part of Publicly
| | | that May Yet Be
| |
| | | (a). Total Number of
| | | Price Paid
| | | Announced Plans
| | | Purchased Under the
| |
Periods | | Shares Purchased | | | per Share | | | or Programs | | | Plans or Programs | |
| |
1 June to 30 June 2008
(actual purchases from 2 to 30 June) | | | 13,590,000 | | | £ | 6.86 | | | | 254,795,799 | | | | 113 million | |
1 July to 31 July 2008
(actual purchases from 1 to 31 July) | | | 19,872,000 | | | £ | 6.64 | | | | 274,667,799 | | | | 93 million | |
1 August to 31 August 2008
(actual purchases from 1 to 29 August) | | | 15,634,878 | | | £ | 6.95 | | | | 290,302,677 | | | | 234 million | |
1 September to 31 September 2008
(actual purchases from 1 to 24 September) | | | 17,689,619 | | | £ | 7.12 | | | | 307,992,296 | | | | 216 million | |
Note:Note: At the Company’s 2006 Annual General Meeting (AGM), held in July 2006, shareholder approval was given to purchase up to 10% of the ordinary shares in issue (up to 272 million shares), which approval was repeated at the Company’s 2007 AGM, held in July 2007, to purchase 10% of the then issued share capital (up to 270 million shares), and again at the Company’s 2008 AGM, held in July 2008, to purchase 10% of the then issued capital shares (up to 250 million shares). The Board will seek shareholder approval to renew this authority at the next AGM in July 2009. As part of the interim results for the six months to 30 September 2006, a share buy-back programme was announced to return around $1.9 billion (£1 billion) (based on cash flows from stranded assets under our US rate plans). The ordinary share buyback commenced on 20 November 2006 and continued pursuant to the Board’s general authority as approved by the shareholders. Given the current financial environment the Company believes it is now sensible to suspend the share buy-back programme and as such is no longer planning to return stranded asset
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cash flows in 2009/10 via share repurchases. On 3 April 2007 the Company announced the sale of its UK Wireless business and that it wouldthe return of £1.8 billion to shareholders via an extension of the existing share buy-back programme, expected to be effected onwhich was completed in September 2008.
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| Item 16F. | Change in Registrant’s Certifying Accountant |
Not applicable.
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| Item 16G. | Corporate Governance |
The information set forth under the
Londonheading“Corporate governance practices: difference from New York Stock Exchange over(NYSE) listing standards” on page 96 of the
next 12 to 18 monthsCompany’s Annual Report and
dependent on market and economic conditions. Shares will be repurchasedAccounts 2008/09 contained in
accordance with the Board’s general authority to make market repurchases of ordinary shares, as previously approvedExhibit 15.1 is incorporated herein by
shareholders. The Board will seek shareholder approval to renew this authority at the next AGM in July 2008. The ordinary share buyback commenced on 20 November 2006 and is ongoing pursuant to the Board’s general authority as approved by the shareholders.reference.
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PART III
| |
| Item 17. | Financial Statements |
The Company has responded to Item 18 in lieu of this Item.
| |
| Item 18. | Financial Statements |
The information set forth under the headings
“Accounting policies” on pages
114116 to
120,123,“Adoption of new accounting standards” on page
121,124 and 125,“Consolidated income statement” on page
122,126,“Consolidated balance sheet” on page
123,127,“Consolidated cash flow statement” on page
125,129,“Consolidated statement of recognised income and expense” on page
124,128,“Notes to the consolidated financial statements-analysis of items in the primary statements” on pages
126130 to
152,157, and
“Notes to the consolidated financial statements — supplementary information” on pages
153158 to
178186 of the Company’s Annual Report and Accounts
2007/082008/09 contained in Exhibit 15.1 is incorporated herein by reference.
The report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm is presented below.
Report of Independent Registered Public Accounting Firm
to
To the Board of Directors and Shareholders of National Grid plc
In our opinion, the accompanying consolidated income statements and the related consolidated balance sheets, consolidated statements of cash flows and, consolidated statements of recognised income and expense, present fairly, in all material respects, the financial position of National Grid plc and its subsidiaries at 31 March 20082009 and 20072008 and the results of their operations and cash flows for each of the three years in the period ended 31 March 2008,2009, in conformity with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. Also, in our opinion the Company maintained, in all material respects, effective internal control over financial reporting as of 31 March 2008,2009, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management are responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements’ evaluation of the effectiveness of internal control over financial reporting under Item 15 in thisForm 20-F. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our audits (which were integrated audits in 2007 and 2008).audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statementsstatement presentation.
15
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Managements’ evaluation of the effectiveness of internal control over financial reporting, included under Item 15 in thisForm 20-F, management has excluded KeySpan Corporation from its assessment of internal control over financial reporting as of 31 March 2008 because KeySpan Corporation was acquired by the Company in a purchase business combination during the year ended 31 March 2008. We have also excluded KeySpan Corporation from our audit of internal control over financial reporting. KeySpan Corporation is a wholly-owned subsidiary whose total assets and total revenues represent 25% and 22%, respectively, of the related consolidated financial statement amounts as of and for the year ended 31 March 2008.
PricewaterhouseCoopers LLP
London United Kingdom
1413 May 20082009
Pursuant to the rules and regulations of the US Securities and Exchange Commission,SEC, National Grid has filed certain agreements as exhibits to this Annual Report onForm 20-F. These agreements may contain representations and warranties by the parties to them. These representations and warranties have been made solely for the benefit of the other party or parties to such agreement and (i) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements if those statements turn out to be inaccurate, (ii) may have been qualified by disclosures that were made to such other party or parties and that either have been reflected in the company’s filings or are not required to be disclosed in those filings, (iii) may apply materiality standards different from what may be viewed as material to investors and (iv) were made only as of the date of such agreements or such other date or dates as may be specified in such agreements and are subject to more recent developments. Accordingly, these representations and warranties may not describe National Grid’s actual state of affairs at the date hereof.
In accordance with the instructions to Item 2(b)(i) of the Instructions to Exhibits to theForm 20-F, National Grid agrees to furnish to the US Securities and Exchange Commission,SEC, upon request, a copy of any instrument relating to long-term debt that does not exceed 10 percent of the total assets of National Grid and its subsidiaries on a consolidated basis.
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| | | | | |
| | | Description | | |
| |
| 1.1 | | Articles of Association of National Grid plc adopted by Special Resolution passed on 2528 July 2005. (Exhibit 1.3 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958)2008. | | Incorporated By ReferenceFiled herewith |
| 2(a) | | Amended and restated Deposit Agreement dated as of 1 August 2005 among National Grid, plc and The Bank of New YorkYork. (Exhibit 2 (a) to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated By Reference |
| 2(b).1.1 | | Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 18 August 2005 relating to €12,000,000,000 (previously €6,000,000,000) issuable under the Euro Medium Term Note Programme. (Exhibit 2 (b).1.1 to National Grid PLCplc Form 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).1.2 | | Supplementary Prospectus dated 26 August 2006. (Exhibit 2 (b).1.2 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).1.3 | | Supplementary Prospectus dated 17 November 2005. (Exhibit 2 (b).1.3 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).1.4 | | Supplementary Prospectus dated 6 March 2006. (Exhibit 2 (b).1.4 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).1.5 | | Supplementary Prospectus dated 12 May 2006. (Exhibit 2 (b).1.5 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).1.6 | | Supplementary Prospectus dated 19 May 2006. (Exhibit 2 (b).1.6 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).2.1 | | Prospectus issued by National Grid Gas Holdings plc and National Grid Gas plc on 24 February 2006 relating to €10,000,000,000 issuable under the Euro Medium Term Note Programme. (Exhibit 2 (b).2.1 to National Grid plc Form 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).2.2 | | Supplementary Prospectus dated 6 March 2006. (Exhibit 2 (b).2.2 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).2.3 | | Supplementary Prospectus dated 22 May 2006. (Exhibit 2 (b).2.3 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 2(b).3.1 | | Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 11 August 2006 relating to €12,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (c).1.1 to National Grid plc Form 20-F dated 19 June 2007 FileNo. 1-14958) | | Incorporated by reference |
| 2(b).3.2 | | Supplementary Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 1 December 2006 relating to €12,000,000,000 issuable under the Euro Medium Term Note Programme(ExhibitProgramme. (Exhibit 2 (c).1.2 to National Grid plcForm 20-F dated 19 June 2007 File No. 1-14958) | | Incorporated by reference |
| 2(b).4.1 | | Prospectus issued by National Grid Gas Holdings plc and National Grid Gas plc and National Grid Gas Finance (No 1) plc on 23 February 2007 relating to €10,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (d).1.1 to National Grid plcForm 20-F dated 19 June 2007 File No. 1-14958) | | Incorporated by reference |
| 2(b).4.2 | | Supplementary Prospectus issued by National Grid Gas Holdings plc and National Grid Gas plc and National Grid Gas Finance (No 1) plc on 4 February 2008 relating to €10,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).4.2 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 2(b).5.1 | | Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 2 August 2007 relating to €15,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).5.1 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
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| | | | | |
| | | Description | | |
| |
| 2(b).5.2 | | Supplementary Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 4 February 2008 relating to €15,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).5.2 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 2(b).6.1 | | Prospectus issued by National Grid USA on 3 December 2007 relating to €4,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).6.1 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 2(b).6.2 | | Supplementary Prospectus issued by National Grid USA on 4 February 2008 relating to €4,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).6.2 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 2(b).7.1 | | Prospectus issued by National Grid Gas plc and National Grid Gas Finance (No 1) plc on 26 February 2008 relating to €10,000,000,000 issuable under the Euro Medium Term Note ProgrammeProgramme. (Exhibit 2 (b).7.1 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Incorporated by reference |
| 2(b).7.2 | | Supplementary Prospectus issued by National Grid Gas plc and National Grid Gas Finance (No 1) plc on 20 October 2008 relating to €10,000,000,000 issuable under the Euro Medium Term Note Programme. | | Filed herewith |
| 2(b).8.1 | | Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 30 July 2008 relating to €15,000,000,000 issuable under the Euro Medium Term Note Programme. | | Filed herewith |
| 2(b).8.2 | | Supplementary Prospectus issued by National Grid plc and National Grid Electricity Transmission plc on 28 November 2008 relating to €15,000,000,000 issuable under the Euro Medium Term Note Programme. | | Filed herewith |
| 2(b).9.1 | | Prospectus issued by National Grid USA on 1 December 2008 relating to €4,000,000,000 issuable under the Euro Medium Term Note Programme. | | Filed herewith |
| 2(b).10.1 | | Prospectus issued by National Grid Gas plc on 24 February 2009 relating to €10,000,000,000 issuable under the Euro Medium Term Note Programme. | | Filed herewith |
| 4(c).1 | | Service Agreement among The National Grid Group plc, National Grid Company plc and Edward Astle dated 27 July 20012001. (Exhibit 4.3 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).2 | | Service Agreement among National Grid plc and Mark Fairbairn 23 January 20072007. (Exhibit 4 (c).2 to National Grid TranscoForm 20-F dated 19 June 2007 File No. 1-14958) | | Incorporated by reference |
| 4(c).3 | | Service Agreement among The National Grid plc and Steven Holliday dated 1 April 2006. (Exhibit 4.(c).3 to National Grid Transco Form 20-F dated 19 June 2007 File No. 1-14958) | | Incorporated by reference |
| 4(c).4 | | Service Agreement among National Grid Transco plc, National Grid USA and Michael E. Jesanis dated 8 July 20042004. (Exhibit 4.5 to National Grid TranscoForm 20-F dated 15 June 2005 File No. 1-14958) | | Incorporated by reference |
18
| | | | |
| | Description | | |
|
| 4(c).5 | | Service Agreement among National Grid Group plc, National Grid Company plc and Steve Lucas dated 13 June 20022002. (Exhibit 4.5 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).6 | | Service Agreement among The National Grid Group plc, National Grid Company plc and Roger J. Urwin dated as of 17 November 19951995. (Exhibit 4.7 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).7 | | Service Agreement among National Grid Transco plc, National Grid Company plc and Nicholas Winser dated 28 April 20032003. (Exhibit 4.8 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
4(c).8.8.1 | | Fixed Term Employment Agreement among National Grid plc, National Grid USA and Robert B. Catell dated 26 October 20072007. (Exhibit 4 (b).8 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Incorporated by reference |
| 4(c).8.2 | | Letter of Appointment — Robert B. Catell. | | Filed herewith |
| 4(c).9 | | Employment Agreement among National Grid plc, National Grid USA and Thomas King dated 11 July 20072007. (Exhibit 4 (c).9 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 4(c).10 | | Letter of Appointment — Linda Adamany (Exhibit 4 (c).9 to National Grid plcForm 20-F dated 19 June 2007 File No. 1-14958) | | Incorporated by reference |
| 4(c).11 | | Letter of Appointment — Philip Aiken (Exhibit 4 (c).11 to National Grid plc Form 20-F dated 17 June 2008 File No. 1-14958) | | Filed herewithIncorporated by reference |
| 4(c).12.1 | | Letter of Appointment — John Allan (Exhibit 4.10 to National Grid TranscoForm 20-F dated 15 June 2005 File No. 1-14958) | | Incorporated by reference |
| 4(c).12.2 | | Letter dated 7 March 2006 to John Allan relating to appointment as chairman of Remuneration Committee. (Exhibit 4 (c).8.2 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
19
| | | | |
| | Description
| | |
|
| 4(c).13.1 | | Letter of Appointment — John Grant (Exhibit 4.9 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).13.2 | | Letter dated 7 March 2006 to John Grant relating to retirement as chairman of Remuneration Committee. (Exhibit 4 (c).9.2 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 4(c).14 | | Letter of Appointment — Ken Harvey (Exhibit 4.10 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).15 | | Letter of Appointment — Paul Joskow (Exhibit 4.11 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).16 | | Letter of Appointment — Sir John Parker (Exhibit 4.12 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).17 | | Letter of Appointment — Stephen Pettit (Exhibit 4.13 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).18 | | Letter of Appointment — Maria Richter (Exhibit 4.14 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).19 | | Letter of Appointment — George Rose (Exhibit 4.15 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).20 | | National Grid plc Deferred Share Plan. (Exhibit 4 (c).16 to National Grid plcForm 20-F dated 20 June 2006 File No. 1-14958) | | Incorporated by reference |
| 4(c).21 | | National Grid Executive Share Option Plan 2002 (Exhibit 4 (c) to National Grid GroupForm 20-F dated 21 June 2002 File No. 1-14958) | | Incorporated by reference |
19
| | | | |
| | Description | | |
|
| 4(c).22 | | National Grid Group Share Matching Plan 2002 (Exhibit 4 (c) to National Grid GroupForm 20-F dated 21 June 2002 File No. 1-14958) | | Incorporated by reference |
| 4(c).23 | | National Grid Transco Performance Share Plan 2002 (as approved 23 July 2002 by a resolution of the shareholders of National Grid Group plc, adopted 17 October 2002 by a resolution of the Board of National Grid Group plc, amended 26 June 2003 by the Share SchemesSub-Committee of National Grid Transco plc, and amended 5 May 2004 by the Share SchemesSub-Committee of National Grid Transco plc) (Exhibit 4.19 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 4(c).24 | | National Grid Executive Share Option Scheme (Exhibit 4D to National Grid Group S-8 dated 26 July 2001 FileNo. 333-65968) | | Incorporated by reference |
| 4(c).25 | | Lattice Group Short Term Incentive Scheme (approved by a resolution of the shareholders of BG Group plc effective 23 October 2000; approved by a resolution of the Board of National Grid Transco plc on 30 April 2004; amended by resolutions of the Board of Lattice Group plc effective on 21 October 2002 and 13 May 2004) (Exhibit 4.23 to National Grid TranscoForm 20-F dated 16 June 2004 File No. 1-14958) | | Incorporated by reference |
| 8 | | List of subsidiaries | | Filed herewith |
| 12.1 | | Certification of Steve Holliday | | Filed herewith |
| 12.2 | | Certification of Steve Lucas | | Filed herewith |
| 13 | | Certifications of Steve Holiday and Steve Lucas furnished pursuant to 18 U.S.C. Section 1350 | | Filed herewith |
| 15.1 | | National Grid plc Annual Report and Accounts 2007/08,2008/09, in extracted form | | Filed herewith |
| 15.2 | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm to National Grid plc | | Filed herewith |
20
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.
NATIONAL GRID PLC
Steve Lucas
Finance Director
London, England
1716 June 20082009
21