National Grid PLC — M&A Activity 2002

Jun 14, 2002

6-K 1 form6k.htm form 6-k ======================================================================================================================================= SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 --------------- FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date: June 14, 2002 NATIONAL GRID GROUP plc (Registrant's Name) 15 Marylebone Road London NW1 5JD (Registrant's Address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of 1934. Yes No If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. NATIONAL GRID GROUP plc s/Lawrence J. Reilly By:______ Name: Lawrence J. Reilly Title: Authorized Agent Date: June 14, 2002 ANNEX 1 - SUMMARY FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Report of Foreign Issuer Pursuant to Rule 13a - 16 or 15d - 16 of The Securities Exchange Act of 1934 National Grid Group plc 15 Marylebone Road London, NW1 5JD United Kingdom Announcement to The London Stock Exchange DATE DETAILS -------- ------------ 14.6.02 Merger Update ANNEX 2 - Copy Announcements as sent FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Report of Foreign Issuer Pursuant to Rule 13a - 16 or 15d - 16 of The Securities Exchange Act of 1934 Announcement sent to the London Stock Exchange for 14 June 2002 ----------------------------------------------------------------------- For immediate release 14 June 2002 National Grid Group plc Merger Update Further to the announcement on 22 April 2002 of the recommended merger of equals of National Grid Group plc ("National Grid") with Lattice Group plc ("Lattice") to create National Grid Transco (the "Merger"), National Grid announces that, in addition to the previously announced appointments of Chairman and Deputy Chairman, the non-executive directors of National Grid Transco following the completion of the Merger will be: - John Grant (currently a non-executive director of National Grid); - Kenneth Harvey (currently a non-executive director of Lattice); - Bonnie Hill (currently a non-executive director of National Grid); - Paul Joskow (currently a non-executive director of National Grid); - Stephen Pettit (currently a non-executive director of Lattice); and - George Rose (currently a non-executive director of Lattice). Bob Faircloth has notified the Board of National Grid that he will retire following the Board meeting to be held in September 2002 irrespective of whether the Merger has completed by that date. Bill Davis and Richard Reynolds will step down from the National Grid Board upon completion of the Merger, although Bill Davis will continue with his other roles within the National Grid Transco group, including as Chairman of National Grid USA. National Grid also announces that the shareholder documents relating to the Merger have been published today. National Grid is issuing a circular to its shareholders (the "National Grid Circular") convening the National Grid Extraordinary General Meeting to approve the Merger as well as publishing Listing Particulars relating to the admission to the Official List of the UK Listing Authority of up to 1,400,000,000 new ordinary shares to be issued pursuant to the Merger (the "Listing Particulars"). Lattice is also issuing a circular to its shareholders today, containing details of the scheme of arrangement between Lattice and its shareholders (the "Lattice Scheme Circular") pursuant to which the proposed Merger will be implemented as well as notices convening the Lattice shareholder meetings to approve the Merger. The Lattice Scheme Circular also contains summary listing particulars of National Grid. These documents will be shortly available to the public for inspection at the UK Listing Authority's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel. no. +44 20 7676 1000) during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until completion of the Merger. The National Grid Circular and the Listing Particulars will also be made available on the National Grid website at WWW.NATIONALGRID.COM. Copies will also be available from National Grid's head office at 15 Marylebone Road, London NW1 5JD. The -------------------- Lattice Scheme Circular is available on the Lattice website at WWW.LATTICE-GROUP.COM. Copies of the Lattice Scheme Circular and the --------------------- Listing Particulars will also be available from Lattice's head office at 130 Jermyn Street, London SW1Y 4UR. Enquiries: Investor Relations MARCY REED 44 (0) 20 7312 5779 Terry McCormick 44 (0) 20 7312 5785 Louise Clamp 44 (0) 20 7312 5783 Media Relations Clive Hawkins 44 (0) 20 7312 5757 Citigate Dewe Rogerson Anthony Carlisle 44 (0) 20 7638 9571