Prospectus • Aug 21, 2025
Prospectus
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(incorporated with limited liability in England and Wales on 11 July 2000 under registered number 4031152)
(incorporated with limited liability in England and Wales on 1 April 1989 under registered number 2366977)
Under the Euro Medium Term Note Programme (the "Programme") described in this prospectus (the "Prospectus"), each of National Grid plc ("National Grid" or the "Company") and National Grid Electricity Transmission plc ("NGET") (each, an "Issuer" and together, the "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt instruments (the "Instruments") denominated in any currency agreed between the relevant Issuer, the Trustee and the relevant Dealer (as defined below). The aggregate nominal amount of Instruments outstanding will not at any time exceed Euro 20,000,000,000 (or the equivalent in other currencies). The Instruments (other than Instruments issued under the Australian Deed Poll (as defined below) ("Australian Domestic Instruments")) will only be issued in bearer form. The Australian Domestic Instruments will only be issued in registered uncertificated form.
Application has been made to the Financial Conduct Authority (the "FCA") under Part VI of the Financial Services and Markets Act 2000 ("FSMA") for Instruments issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Instruments to be admitted to trading on either the London Stock Exchange's regulated market (the "Market") or on the London Stock Exchange's Professional Securities Market (the "PSM"). References in this Prospectus to Instruments being "listed" (and all related references) shall mean that such Instruments have been admitted, as appropriate, to trading on the Market or the PSM and have been admitted to the Official List. The Market is a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"). The PSM is not a UK regulated market for the purposes of UK MiFIR. The relevant Final Terms (as defined in the section headed "Overview of the Programme") in respect of the issue of any Instruments will specify whether or not such Instruments will be listed on the Official List and admitted to trading on the Market or the PSM. In the case of Instruments issued under the Programme which are listed on the Official List and admitted to trading on the PSM (the "PSM Instruments"), references to the Final Terms contained in this Prospectus shall be construed as references to the pricing supplement substantially in the form set forth in this Prospectus (the "Pricing Supplement").
References in this Prospectus to PSM Instruments are to Instruments for which no prospectus is required to be published under the UK Prospectus Regulation (as defined below). For the purposes of any PSM Instruments issued pursuant to this Programme, this document does not constitute a base prospectus within the meaning of Article 1 of the UK Prospectus Regulation and will constitute Listing Particulars (as defined below).
This Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation; such approval should not be considered as (a) an endorsement of the Issuers; or (b) an endorsement of the quality of any Instruments that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Instruments.
This Listing Particulars is neither (i) a prospectus for the purposes of Part VI of the FSMA nor (ii) a prospectus for the purposes of the UK Prospectus Regulation. The FCA has only approved this Listing Particulars as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation, as required by UKLR 23.2.3; such approval should not be considered as (a) an endorsement of the Issuers; or (b) an endorsement of the quality of any Instruments that are the subject of this Listing Particulars. Investors should make their own assessment as to the suitability of investing in the Instruments.
Each Series (as defined in the section headed "Overview of the Programme") of Instruments (other than Australian Domestic Instruments) will be represented on issue by a temporary global instrument in bearer form (each a "temporary Global Instrument") or a permanent global instrument (each a "permanent Global Instrument", and together with the temporary Global Instrument, the "Global Instruments"). If the Global Instruments are stated in the relevant Final Terms (as defined in the section headed "Overview of the Programme") to be issued in new global note ("NGN") form, the Global Instruments will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Global Instruments which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue date of the relevant Tranche with a depository or a common depositary on behalf of Euroclear and Clearstream, Luxembourg or such other clearing systems as may be agreed upon by the relevant Issuer, the Trustee and the relevant dealers (the "Common Depositary"). The provisions governing the exchange of interests in any Global Instrument for interests in any other Global Instrument and Definitive Instruments are described in "Overview of Provisions Relating to the Instruments while in Global Form".
Instruments issued by National Grid under the Programme are expected to be rated BBB by S&P Global Ratings Europe Limited ("S&P"), BBB by Fitch Ratings Limited ("Fitch") and Baa2 by Moody's Investors Service Ltd. ("Moody's"); and Instruments issued by NGET under the Programme are expected to be rated BBB+ by S&P, A- by Fitch and Baa1 by Moody's. S&P is not established in the United Kingdom (the "UK") but the rating it is expected to give to the Instruments issued by National Grid or NGET under the Programme will be endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under Regulation (EC) No 1060/2009 as it forms part of UK domestic law by virtue of the EUWA (the "UK CRA Regulation"). Fitch and Moody's are established in the UK and registered under the UK CRA Regulation. Tranches of Instruments (as defined in "Overview of the Programme") to be issued under the Programme may be rated or unrated. Where a Tranche of Instruments is rated, such rating will be specified in the relevant Final Terms. Such ratings will not necessarily be the same as the ratings assigned to any Instruments already issued. In general, United Kingdom regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the United Kingdom and registered under the UK CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Credit ratings in respect of the Instruments or an Issuer are for distribution to persons who are not a "retail" client within the meaning of section 761G of the Corporations Act 2001 of Australia ("Australian Corporations Act") and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 of the Australian Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this Prospectus and anyone who receives this Prospectus must not distribute it to any person who is not entitled to receive it. In the case of any Instruments which are to be admitted to trading on a UK regulated market (as defined in UK MiFIR) within the United Kingdom, or offered to the public in the United Kingdom in circumstances which require the publication of a prospectus under the UK Prospectus Regulation, the minimum specified denomination of the Instruments issued under the Programme shall be at least €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Instruments).
This Prospectus will be valid as a base prospectus under the UK Prospectus Regulation for 12 months from 19 August 2025. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
An investment in Instruments issued under the Programme involves certain risks. For a discussion of such risks, see the section headed "Risk Factors" in this Prospectus.
The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in transactions exempt from the registration requirements of the Securities Act.
Programme Arranger
HSBC
Dealers
Barclays BofA Securities Citigroup HSBC J.P. Morgan Morgan Stanley MUFG NatWest
RBC Capital Markets
This Prospectus comprises of (i) a base prospectus (each a "Base Prospectus") for the purposes of the UK Prospectus Regulation with regard to each of (a) National Grid and each of its subsidiary undertakings, including NGET (together, the "National Grid Group") (the "National Grid Prospectus") and (b) with the exception of the information contained in the sections entitled "Description of National Grid plc", "Risk Factors - Factors that may affect National Grid's ability to fulfil its obligations under Instruments issued under the Programme" and the information contained in paragraphs 2, 4, 6, 8, 10, 12, 16(b) and 20 in the section entitled "General Information", NGET and each of its subsidiary undertakings (together, the "NGET Group") (the "NGET Prospectus", together with the National Grid Prospectus, the "Prospectuses" and each a "Prospectus") and (ii) listing particulars for the purposes of UK Listing Rule 3.2.11 of the UK Listing Rules of the FCA and Section 80(1) of the FSMA with regard to each of (a) National Grid and the National Grid Group (the "National Grid Listing Particulars") and (b) with the exception of the information contained in the sections entitled "Description of National Grid plc", "Risk Factors - Factors that may affect National Grid's ability to fulfil its obligations under Instruments issued under the Programme" and the information contained in paragraphs 2, 4, 6, 8, 10, 12, 16(b) and 20 in the section entitled "General Information", NGET and the NGET Group (the "NGET Listing Particulars", together with the National Grid Listing Particulars, the "Listing Particulars" and each "Listing Particulars"). For avoidance of doubt, the form of Pricing Supplement forms part of the Listing Particulars and does not form part of either of the Prospectuses.
Subject to compliance with all relevant laws, regulations and directives, Instruments issued under the Programme may have any maturity from one month to perpetuity. Any Instruments having a maturity of less than one year from their date of issue must (a) have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses or (b) be issued in other circumstances which do not constitute a contravention of Section 19 of FSMA by the Issuer. For purposes of any such Instruments issued pursuant to this Programme, this document does not constitute a base prospectus within the meaning of Article 2 of the UK Prospectus Regulation but will constitute Listing Particulars.
National Grid accepts responsibility for the information contained in the National Grid Prospectus and each Final Terms issued by it. To the best of the knowledge of National Grid, such information contained in the National Grid Prospectus is in accordance with the facts and the National Grid Prospectus makes no omission likely to affect its import.
NGET accepts responsibility for the information contained in the NGET Prospectus and each Final Terms issued by it. To the best of the knowledge of NGET, such information contained in the NGET Prospectus is in accordance with the facts and the NGET Prospectus makes no omission likely to affect its import.
National Grid accepts responsibility for the information contained in the National Grid Listing Particulars and each Pricing Supplement issued by it. To the best of the knowledge of National Grid, such information contained in the National Grid Listing Particulars is in accordance with the facts and the National Grid Listing Particulars makes no omission likely to affect its import.
NGET accepts responsibility for the information contained in the NGET Listing Particulars and each Pricing Supplement issued by it. To the best of the knowledge of NGET, such information contained in the NGET Listing Particulars is in accordance with the facts and the NGET Listing Particulars makes no omission likely to affect its import.
This Prospectus should be read and construed together with any amendments or supplements hereto and with any documents deemed to be incorporated herein (see "Documents Incorporated by Reference" below) and, in relation to any Tranche (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms (as defined herein).
For the avoidance of doubt, unless specifically incorporated by reference into this Prospectus, any websites or uniform resource locators ("URLs") referred to in this Prospectus and the contents of any such website or URL shall not form part of this Prospectus.
No person has been authorised to give any information or to make any representation other than as contained in this Prospectus in connection with the issue or sale of the Instruments and, if given or made, any such information or representation must not be relied upon as having been authorised by either of the Issuers or any of the Dealers or the Arranger or the Trustee (as defined in "Overview of the Programme").
Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, under any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date hereof, that there has been no change (or any event reasonably likely to involve a change) in the affairs of either of the Issuers since the date of this Prospectus or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change (or any event reasonably likely to involve any adverse change) in the financial position of either of the Issuers since the date of this Prospectus or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
In the case of any Instruments which are to be admitted to trading on a UK regulated market within the United Kingdom, or offered to the public in the United Kingdom in circumstances which require the publication of a prospectus under the UK Prospectus Regulation, the minimum specified denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Instruments).
The distribution of this Prospectus and the offering, distribution or sale of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by the Issuers, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Instruments have not been and will not be registered under the Securities Act or with any Securities Regulatory Authority of any state or other jurisdiction of the United States. The Instruments (other than Australian Domestic Instruments) will be in bearer form and subject to US tax law requirements. Subject to certain exceptions, the Instruments may not be offered, sold or delivered within the United States or to US persons (as defined in the US Internal Revenue Code of 1986, as amended, and regulations thereunder). This Prospectus has not been, and will not be, lodged with the Australian Securities and Investments Commission and is not, and does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or Part 7.9 of the Australian Corporations Act. It is not intended to be used in connection with any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any 'retail client' as defined in section 761G of the Australian Corporations Act. For a description of certain restrictions on offers and sales of Instruments and on distribution of this Prospectus or any Final Terms, see "Plan of Distribution".
The Instruments are being offered and sold outside the United States to Non-US person in reliance on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of notes and distribution of this Prospectus, see "Plan of Distribution".
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the relevant Issuer or the Dealers or the Trustee to subscribe for, or purchase, any Instruments.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – If the Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – If the Final Terms in respect of any Instruments includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Instruments and which channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Instruments may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Instruments and which channels for distribution of the Instruments are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
If the Global Instruments are stated in the relevant Final Terms to be issued in NGN form, the Global Instruments will be delivered on or prior to the original issue date of the relevant Tranche to the Common Safekeeper for Euroclear and Clearstream, Luxembourg and/or any other agreed clearing system. If the Global Instruments are stated in the relevant Final Terms to be issued in CGN form, the Global Instruments will be deposited on the issue date of the relevant Tranche with the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg and/or any other agreed clearing system. The provisions governing the exchange of interests in Global Instruments for other Global Instruments and definitive Bearer Instruments are described in "Overview of Provisions Relating to the Instruments while in Global Form".
Save for the Issuers (as described in the first paragraph on the cover page of this Prospectus), no other party has separately verified the information contained in this Prospectus. None of the Dealers, the Arranger nor the Trustee makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus nor any other financial statement is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by either of the Issuers, the Trustee, the Arranger or the Dealers that any recipient of this Prospectus or any other financial statements should purchase the Instruments. Each potential purchaser of Instruments should determine for itself the relevance of the information contained in this Prospectus and its purchase of Instruments should be based upon such investigation as it deems necessary. None of the Dealers, the Arranger nor the Trustee undertakes to review the financial condition or affairs of either of the Issuers during the life of the arrangements contemplated by this Prospectus or to advise any investor or potential investor in the Instruments of any information coming to the attention of any of the Dealers, the Arranger or the Trustee.
Each potential investor in any Instruments must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
Some Instruments are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Instruments which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Instruments will perform under changing conditions, the resulting effects on the value of such Instruments and the impact this investment will have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Instruments are legal investments for it, (2) Instruments can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Instruments. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Instruments under any applicable risk-based capital or similar rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "Euro" and "€" are to the currency of those member states of the European Union which are participating in European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, to "Japanese yen" and "yen" are to the lawful currency of Japan, to "£" and "Sterling" are to the lawful currency of the United Kingdom, to "U.S. dollars" and "U.S.\$" are to the lawful currency of the United States of America, to "Canadian dollars" and "CAD" are to the lawful currency of Canada, to "Australian dollars" and "A\$" are to the lawful currency of Australia, to "New Zealand dollars" are to the lawful currency of New Zealand, to "Swedish krona" are to the lawful currency of Sweden, to "Danish krone" are to the lawful currency of Denmark, to "Hong Kong dollars" and "HK\$" are to the lawful currency of Hong Kong and to "Swiss francs" are to the lawful currency of Switzerland.
In connection with the issue of any Tranche (as defined in "Overview of the Programme") of Instruments (other than Australian Domestic Instruments or in circumstances where such action could reasonably be expected to affect the price of the Instruments traded within Australia or on a financial market (as defined in the Australian Corporations Act) operated within Australia), the Dealer or Dealers (if any) appointed as the stabilisation manager(s) (the "Stabilisation Manager(s)") (or any person acting on behalf of any Stabilisation Manager(s)) may over-allot Instruments or effect transactions with a view to supporting the market price of the Instruments at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) or person(s) acting on behalf of any Stabilisation Manager(s) in accordance with all applicable laws and rules.
BENCHMARKS REGULATION – Amounts payable under Floating Rate Instruments issued under the Programme may be calculated by reference to an index or a combination of indices. Any such index may constitute a benchmark for the purposes of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the EUWA (the "UK BMR"). If any such index does constitute such a benchmark, the relevant Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK BMR. Not every index will fall within the scope of the UK BMR. Furthermore, the transitional provisions in Article 51 of the UK BMR apply such that the administrator of a particular benchmark may not currently be required to obtain authorisation or registration (or, if located outside the UK, recognition, endorsement or equivalence) at the date of the relevant Final Terms. The registration status of any administrator under the UK BMR is a matter of public record and, save where required by applicable law, the Issuers do not intend to update the relevant Final Terms to reflect any change in the registration status of the administrator.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Instruments, each Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Instruments are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
| IMPORTANT NOTICES ii | |
|---|---|
| OVERVIEW OF THE PROGRAMME 1 | |
| RISK FACTORS 8 | |
| DOCUMENTS INCORPORATED BY REFERENCE 44 | |
| SUPPLEMENTAL PROSPECTUS 46 | |
| SUPPLEMENTARY LISTING PARTICULARS 47 | |
| TERMS AND CONDITIONS OF THE INSTRUMENTS 48 | |
| OVERVIEW OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL FORM 128 | |
| USE OF PROCEEDS 134 | |
| CLEARING AND SETTLEMENT 135 | |
| DESCRIPTION OF NATIONAL GRID PLC 138 | |
| DESCRIPTION OF NATIONAL GRID ELECTRICITY TRANSMISSION PLC 152 | |
| TAXATION 158 | |
| PLAN OF DISTRIBUTION 161 | |
| FORM OF FINAL TERMS 168 | |
| FORM OF PRICING SUPPLEMENT 183 | |
| GENERAL INFORMATION 199 |
The following overview is qualified in its entirety by the remainder of this Prospectus.
| Issuers | National Grid plc | |
|---|---|---|
| National Grid Electricity Transmission plc | ||
| National Grid Legal Entity Identifier ("LEI") |
8R95QZMKZLJX5Q2XR704 | |
| NGET LEI | 5XJXCCYG4SDKFJ5WLB02 | |
| Description | Euro Medium Term Note Programme | |
| Size | Up to Euro 20,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Instruments outstanding at any one time. |
|
| Arranger | HSBC Bank plc | |
| Permanent Dealers | Barclays Bank PLC | |
| Citigroup Global Markets Limited | ||
| HSBC Bank plc | ||
| J.P. Morgan Securities plc | ||
| Merrill Lynch International | ||
| Morgan Stanley & Co. International plc | ||
| MUFG Securities EMEA plc | ||
| NatWest Markets Plc | ||
| RBC Europe Limited | ||
| The Issuers may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Prospectus to "Permanent Dealers" are to the persons listed above as Permanent Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and in each case whose appointment has not been terminated) and references to "Dealers" are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches. |
||
| Trustee | The Law Debenture Trust Corporation p.l.c. | |
| Issuing and Paying Agent | The Bank of New York Mellon, London Branch | |
| Australian Issuing and Paying Agent and Australian Registrar |
BTA Institutional Services Australia Limited | |
| Canadian Paying Agent | Computershare Advantage Trust of Canada | |
| Other Paying Agent | Quintet Private Bank (Europe) S.A. | |
| Method of Issue | Instruments issued under the Programme will be issued on a syndicated or non-syndicated basis. The Instruments will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than |
| in respect of the first payment of interest), the Instruments of each Series being intended to be interchangeable with all other Instruments of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (which will be completed and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the final terms document (the "Final Terms"). |
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|---|---|
| Form of Instruments | Instruments issued under the Programme (other than Australian Domestic Instruments) may be issued in bearer form only. Each Tranche of Instruments (other than Australian Domestic Instruments) will be represented on issue by a temporary Global Instrument if (a) Definitive Instruments are to be made available to Instrumentholders following the expiry of 40 days after their issue date or (b) such Instruments have an initial maturity of more than one year and are being issued in compliance with the D Rules (as defined below), otherwise such Tranche will be represented by a permanent Global Instrument. Any permanent Global Instrument shall only be exchanged for Instruments in definitive form in the limited circumstances set out in the permanent Global Instrument. Australian Domestic Instruments may be issued in registered uncertificated form only. |
| Clearing Systems | Clearstream, Luxembourg, Euroclear and, in relation to any Tranche, such other clearing system as may be agreed between the relevant Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer including, for example, CDS Clearing and Depositary Services Inc. |
| Initial Delivery of Instruments | On or before the issue date for each Tranche, if the relevant Global Instrument is a NGN, the Global Instrument will be delivered to the Common Safekeeper. On or before the issue date for each Tranche, if the relevant Global Instrument is a CGN, the Global Instrument representing the relevant Instruments may be deposited with the Common Depositary. Global Instruments may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the relevant Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer. |
| Status of Instruments | The Instruments will constitute unsubordinated and unsecured obligations of the relevant Issuer, all as described in "Terms and Conditions of the Instruments — Status". The payment obligations of the relevant Issuer under the Instruments will, subject to such exceptions as are from time to time applicable under the laws of England and, in relation to Instruments issued by National Grid, as provided in Condition 2.2, rank equally with all other present and future |
unsecured obligations (other than subordinated obligations, if any) of the relevant Issuer, all as described in "Terms and Conditions of the Instruments — Status".
Negative Pledge Instruments issued by National Grid will have the benefit of a negative pledge as described in "Terms and Conditions of the Instruments — Status and Negative Pledge".
Instruments issued by NGET will not have the benefit of a negative pledge.
Cross Acceleration The Instruments may become immediately due and repayable at their Redemption Amount together with accrued interest (if any) to the date of payment if (i) any other present or future Relevant Indebtedness of the relevant Issuer or (in cases where National Grid is the Issuer) a Principal Subsidiary becomes due and payable prior to its stated maturity by reason of any actual event of default or (ii) any amount in respect of such Relevant Indebtedness is not paid when due or, as the case may be, within any applicable grace period, provided that the aggregate amount of the Relevant Indebtedness in respect of which one or more of the events mentioned in this paragraph have occurred equals or exceeds £100,000,000.
For the purposes of this provision, "Principal Subsidiary"1 means NGET, National Grid North America Inc., National Grid USA, National Grid Electricity Distribution (East Midlands) plc, National Grid Electricity Distribution (West Midlands) plc, National Grid Electricity Distribution (South West) plc and National Grid Electricity Distribution (South Wales) plc and includes any successor entity thereto or any member of the group of companies comprising National Grid and each of its subsidiary undertakings (the "National Grid Group") which the Issuer has certified to the Trustee as being a company to which all or substantially all of the assets of a Principal Subsidiary are transferred.
Currencies Subject to compliance with all applicable legal and/or regulatory requirements, Instruments may be issued in any currency agreed between the relevant Issuer and the relevant Dealer(s).
Maturities Any maturity, subject to compliance with all applicable legal and/or regulatory requirements.
Any Instruments having a maturity of less than one year from their date of issue must (a) have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or
1 For the current list of Principal Subsidiaries, as at the date of this Prospectus, please see the section entitled "Description of National Grid plc – Organisational structure".
dispose of investments (as principal or agent) for the purposes of their businesses or (b) be issued in other circumstances which do not constitute a contravention of Section 19 of FSMA by the relevant Issuer.
Denominations Definitive Instruments will be in such denominations as may be agreed between the relevant Issuer and the relevant Dealer and as specified in the relevant Final Terms save that unless otherwise permitted by then current laws and regulations, Instruments which have a maturity of less than one year will have a minimum denomination of £100,000 (or its equivalent in other currencies).
Issue Price Instruments may be issued at their nominal amount or at a discount or premium to their nominal amount.
Fixed Rate Instruments Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms.
Floating Rate Instruments Floating Rate Instruments will bear interest determined separately for each Series as follows:
Interest periods will be selected by the relevant Issuer prior to issue and specified in the relevant Final Terms. Floating Rate Instruments may also have a maximum interest rate, a minimum interest rate, or both.
Zero Coupon Instruments Zero Coupon Instruments (as defined in "Terms and Conditions of the Instruments") may be issued at their nominal amount or at a discount to it and will not bear interest.
Index Linked Instruments Payments of interest and principal in respect of Index Linked Instruments will be calculated by reference to an Index Ratio, derived from either:
The relevant Index in respect of any Index Linked Instruments will be specified in the Final Terms.
Interest Periods and Rates of Interest The length of the interest periods for the Instruments issued under the Programme and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Instruments may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Instruments to bear interest at different rates in the same interest period. All such information will be set out in the relevant Final Terms.
Redemption Unless permitted by then current laws and regulations, Instruments which have a maturity of less than one year must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).
Optional Redemption The Final Terms issued in respect of each issue of Instruments will state whether such Instruments may be redeemed prior to their stated maturity at the option of the relevant Issuer (either in whole or in part) and/or the Instrumentholders, and if so the terms applicable to such redemption.
If specified in the relevant Final Terms, the relevant Issuer will have the option to redeem or purchase the Instruments early at a Make-whole amount, or otherwise at any other amount specified, and at any time(s) specified in such Final Terms.
If specified in the relevant Final Terms, the relevant Issuer may elect to redeem all, but not some only, of the Instruments
| of any Series at their Residual Holding Redemption Amount at any time if the Residual Holding Percentage or more of the aggregate nominal amount of such Instruments originally issued shall have been redeemed or purchased and cancelled. |
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| Events of Default | The events of default under the Instruments are as specified below under "Terms and Conditions of the Instruments — Events of Default". |
| Early Redemption | Except as provided in "Optional Redemption" and "Redemption" above, Instruments will be redeemable at the option of the Issuer prior to maturity only for reasons related to taxation and in the case of Index Linked Instruments only, for reasons related to the relevant index. |
| Withholding Tax | All payments of principal and interest in respect of the Instruments and Coupons will be made free and clear of withholding taxes of the United Kingdom unless compelled by law. In that event, the relevant Issuer will, subject to customary exceptions, pay such additional amounts as will result in the receipt by the Instrumentholders or Couponholders of such amounts as would otherwise have been received by them in respect of the Instruments or the Coupons had no such withholding been required, all as described in "Terms and Conditions of the Instruments – Taxation". |
| Governing Law | In the case of Instruments other than Australian Domestic Instruments, English law. In the case of Australian Domestic Instruments, the laws of New South Wales, Australia. |
| Listing | Instruments issued under the Programme may be admitted to the Official List and admitted to trading on the Market or the PSM. |
| Ratings | Tranches of Instruments may be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will be specified in the relevant Final Terms. |
| In general, UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the UK and registered under the UK CRA Regulation. |
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| A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
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| Selling Restrictions | United States, Public Offer Selling Restrictions under the UK Prospectus Regulation and the EU Prospectus Regulation (in respect of Instruments having a specified denomination of less than €100,000 or its equivalent in any other currency as at the date of issue of the relevant Instruments), Prohibition of Sales to EEA Retail Investors, Prohibition of Sales to UK Retail Investors, United Kingdom, Japan, Australia, Canada, Hong Kong, Singapore, Switzerland and Belgium. |
Category 2 selling restrictions will apply to the Instruments for the purposes of Regulation S under the Securities Act.
The Instruments will be issued in compliance with US Treas. Reg. §1.163-5(c)(2)(i)(D) (or any successor rules in substantially the same form that are applicable for purposes of Section 4701 of the US Internal Revenue Code of 1986, as amended (the "Code")) (the "D Rules") unless (a) the relevant Final Terms states that Instruments are issued in compliance with US Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor rules in substantially the same form that are applicable for purposes of Section 4701 of the Code)) (the "C Rules") or (b) the Instruments are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Instruments will not constitute "registration required obligations" under the United States Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.
Terms and Conditions The Terms and Conditions applicable to each Series will be as agreed between the relevant Issuer, the Trustee and the relevant Dealer(s) or other subscriber at or prior to the time of issuance of such Series and will be specified in the relevant Final Terms.
The relevant Issuer believes that the following factors may affect its ability to fulfil its obligations under Instruments issued under the Programme. All of these factors are contingencies which may or may not occur.
Factors which the relevant Issuer believes may be material for the purpose of assessing the market risks associated with Instruments issued under the Programme are also described below.
The relevant Issuer believes that the factors described below represent the principal risks inherent in investing in Instruments issued under the Programme, but the relevant Issuer may be unable to pay interest, principal or other amounts on or in connection with any Instruments for other reasons and the relevant Issuer does not represent that the statements below regarding the risks of holding any Instruments are exhaustive. Additional risks and uncertainties relating to the relevant Issuer that are not currently known to the relevant Issuer, or that it currently deems immaterial, may individually or cumulatively also have a material adverse effect on the relevant Issuer's business, prospects, operating results and financial position and, if any such risk should materialise, prospective investors may lose the value of their entire investment or part of it. Prospective investors should read the detailed information set out elsewhere in this Prospectus (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision.
The risks described under this heading A (Strategic Risks) have been categorised as strategic risks. Strategic risk is the risk of failing to achieve National Grid's overall strategic business plans and objectives, as well as failing to have the 'right' strategic plan. As the majority of National Grid's businesses are regulated utilities and networks, its strategic vision is driven by, and dependent on, compliance with the regulatory environment in which it operates, relations with relevant regulators and consistency of the applicable regulatory regimes. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
operate, and its ability to achieve its objectives. See "Climate change commitments and targets" and "Law, regulation and political and economic uncertainty" below.
There is a risk that National Grid does not have, across its workforce and within its leadership, the capability or capacity necessary to deliver on existing or future commitments because of ineffective planning for future people needs, insufficient development of people and failure to attract and retain people in a competitive market for skills and talent, leading to failure to deliver on its business goals, strategic priorities and vision to be at the heart of a clean, fair and affordable energy future. See "Employees and others" below.
Further context on National Grid's strategic risks is set out below:
If National Grid fails to meet its regulatory obligations, commitments or targets in relation to climate change and the energy transition, its reputation and business may be materially and adversely affected.
National Grid has set ambitious climate performance targets and commitments, including on reductions to greenhouse gas emissions, and it aims to deliver critical infrastructure necessary to achieve wider climate change objectives. If National Grid is unable to identify and/or deliver upon actions necessary to meet such targets, including due to third-party action or inaction, this could undermine its ability to deliver its clean energy transition strategy, subject it to accusations of (or legal challenges related to greenwashing), damage its reputation and limit its ability to influence future energy policy. Achievement of National Grid's climate commitments and targets is subject to risks and uncertainties, many of which are outside of its control and depend on, among other factors, investment and changes in operating practices by other energy sector participants, in particular risks related to generation of electricity by third parties and advances in technology and regulatory requirements that could impact how individuals and households use electricity, as well as regulatory, commercial and social trends in the jurisdictions where the National Grid Group operates.
These risks and uncertainties include, but are not limited to, the availability and cost of alternative fuels, global electrical charging infrastructure, off-site renewable energy and other materials and components; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration, hydrogen blending (and other uses of hydrogen) and/or other related processes; labour-related regulations and requirements that restrict or prohibit its ability to impose requirements on third-party contractors; customer acceptance of sustainable supply chain solutions; and the consummation of an acquisition of or merger with another company that has not adopted similar goals or whose progress toward reaching its goals is not as advanced as that of National Grid. Failure by National Grid to achieve or maintain its climate performance targets, credentials and leadership may result in significant reputational harm, damage National Grid's relationship with key stakeholders, or result in regulatory enforcement and fines.
National Grid measures and reports on certain climate-related metrics where required by regulation, as well as for strategic and management purposes. The processes involved in formulating and reporting against the National Grid Group's climate and emissions targets are complex, and are subject to significant uncertainties, including with respect to the methodology, collection, timeliness and verification of data, underlying estimates and assumptions and the use of third-party information. In particular, it is not possible to rely on historical data as a strong indicator of future trajectories, and the climate scenarios employed in relation to climate metrics (and the models that analyse such scenarios) have limitations that are sensitive to key assumptions and parameters, which are themselves subject to some uncertainty and cannot fully capture all of the potential effects of climate, policy and technology driven outcomes. In addition, climate change and emissions data, models and methodologies are relatively new, rapidly evolving and have not historically been subject to the same or equivalent disclosure standards, historical reference points, benchmarks or globally accepted accounting principles as financial and other information. As a result, such data may subsequently be determined to be erroneous, and implementing systems to meet regulatory requirements may be complex, require significant investment or impose additional demands on management time.
If National Grid's climate-related practices, reporting, regulatory compliance and performance do not meet investor or other stakeholder expectations, it could be subject to significant fines or penalties and its reputation and consequently its financial performance may be materially and adversely affected.
Changes in law or regulation, or decisions by governmental bodies or regulators and increased political and economic uncertainty, could materially adversely affect National Grid.
Most of National Grid's businesses are utilities or networks subject to regulation by governments and other authorities. Changes in law or regulation or regulatory policy and precedent, as well as legislation introduced to facilitate the attainment of net zero emissions targets and decisions of governmental bodies or regulators, in the countries or states in which National Grid operates could materially adversely affect it. In addition, regulatory priorities may change following elections, the effects of which remain highly uncertain. This includes the tariffs imposed by the U.S. Federal Government, and its focus on natural gas and pausing of offshore wind leasing, which contrasts with the UK Government's policy where further legislation has been introduced to reduce power sector emissions and facilitate the transition to net zero. In the longer term, significant changes to law or regulation regarding usage of electricity or gas in jurisdictions where the National Grid Group operates or on its operating activities could limit the return expected on investment or regulated assets. More widely, the impacts of international political and economic uncertainty and disruption could also have a material adverse consequence on National Grid. National Grid may fail to deliver any one of its customer, investor and wider stakeholder propositions due to increased political and economic uncertainty.
Decisions or rulings concerning the following (as examples) could have a material adverse impact on National Grid's results of operations, cash flows, the financial condition of its businesses and the ability to develop those businesses in the future: (i) the RIIO (revenue = incentives + innovation + outputs) framework ("RIIO") established by Ofgem, including the implementation of the RIIO-T2 and RIIO-ED2 price controls and upcoming determination of RIIO-T3 and RIIO-ED3 in the United Kingdom; (ii) the implementation of and periodic determination of United States rate plans; (iii) whether licences, approvals or agreements to operate or supply are granted, amended or renewed, whether consents for construction projects are granted in a timely manner or whether there has been any breach of the terms of a licence, approval or regulatory requirement; and (iv) timely recovery of incurred expenditure or obligations, the ability to pass through commodity costs, a decoupling of energy usage and revenue, and other decisions relating to the impact of general economic conditions on National Grid, its markets and customers, implications of climate change and of advancing energy technologies, whether aspects of its activities are contestable and the level of permitted revenues and dividend distributions for National Grid's businesses. In October 2023, Ofgem published its decision on the 'Future Systems and Networks Regulation' consultation, which confirmed Ofgem's framework for RIIO-3 price controls expected to commence from 1 April 2026, and in July 2024 published its 'Sector Specific Methodology Decision' for the RIIO-T3 price control period. In December 2024, National Grid published its RIIO-T3 five-year business plan. Ofgem's draft determination for RIIO-T3 was published on 1 July 2025 and its final determination will be published later in 2025. The outcome of the RIIO-T3 price control could have a significant impact on National Grid's permitted returns in the five years starting on 1 April 2026, its results of operations, cash flows and financial condition.
Failure by National Grid to respond to external market developments and execute its growth strategy may negatively affect its performance. Conversely, new businesses or activities that National Grid undertakes alone, or with partners, or the cessation of existing businesses or activities, may not deliver target outcomes and may expose National Grid to additional operational and financial risk.
Failure by National Grid to grow its core business sufficiently and have viable options for new future business over the longer term or failure to respond to the threats and opportunities presented by emerging technology or innovation (including for the purposes of adapting its networks to meet the challenges of increasing distributed energy resources) could negatively affect its credibility and reputation and jeopardise the achievement of intended financial returns. National Grid's business development activities, including the delivery of its growth ambition, involve acquisitions, disposals (including the agreed sale of National Grid Grain LNG Limited ("Grain LNG"), announced on 14 August 2025, and the sale of National Grid Renewables to Brookfield Asset Management which completed on 30 May 2025), joint ventures, partnering and organic investment opportunities such as development activities relating to changes to the energy mix and the integration of distributed energy resources and other advanced technologies. These are subject to a wide range of both external uncertainties (including the availability of potential investment targets and attractive financing and the impact of competition for onshore transmission in both the United Kingdom and the United States), and internal uncertainties (including actual performance of National Grid's existing operating companies and its business planning model assumptions and ability to integrate acquired businesses effectively). As a result, National Grid may suffer unanticipated costs and liabilities and other unanticipated effects. National Grid may also be liable for the past acts, omissions or liabilities of companies or businesses it has acquired, which may be unforeseen or greater than anticipated. In the case of joint ventures, National Grid may have limited control over operations and its joint venture partners may have interests that diverge from National Grid's interests. National Grid may also be required to seek additional licences or permits in connection with any such activities or initiatives, in particular with respect to transmission lines or renewable or other generation projects, which it may not be able to obtain on the timing or terms anticipated or at all. The occurrence of any of these events could have a material adverse impact on National Grid's results of operations or financial condition, and could also impact its ability to enter into other transactions.
National Grid may also be required to undertake certain acquisitions, investments or divestitures as mandated by regulatory bodies in the regions in which it operates, which could create financial or reputational risks or lead to changes to, or limitations being placed on, regulated activities and potentially over the longer term result in impairment of regulated assets and anticipated returns. As part of the UK Energy Act 2023, the UK Government has announced its intention to create a new, operationally independent system operator and planner ("ISOP") to act as the national energy system operator for Great Britain ("NESO"). As a result, National Grid Electricity System Operator Limited ("NGESO") has been transferred out of the National Grid Group with effect from 1 October 2024. National Grid continues to provide services to the NESO following separation, which could subject the National Grid Group to public and/or regulatory scrutiny related to the operational practices of the NESO. This could have a material adverse impact of National Grid's results of operations or financial condition.
Current and future business performance may not meet National Grid's expectations or those of its regulators and shareholders.
Earnings maintenance and growth from National Grid's regulated gas and electricity businesses will be affected by its ability to meet or exceed efficiency and cost targets and service quality standards set by, or agreed with, its regulators. If National Grid does not meet these targets and standards, or if it is not able to deliver its price controls and rate plans successfully, it may not achieve the expected returns and benefits, its business may be materially adversely affected and its performance, results of operations and reputation may be materially harmed and it may be in breach of regulatory or contractual obligations.
National Grid may fail to attract, develop and retain employees at all levels with the competencies (including leadership and business capabilities), values and behaviours required to deliver its strategy and vision and ensure they are engaged to act in National Grid's best interests.
National Grid's ability to implement its strategy depends on the capabilities and performance of its employees and leadership at all levels of the business. Its ability to implement its strategy and vision may be negatively affected by the loss of key personnel or an inability to adequately identify and plan for personnel requirements, including to attract, integrate, engage and retain appropriately qualified personnel (including people with the skills to help National Grid deliver across its investment projects), or if significant disputes arise with its employees, such as failure to extend or renegotiate, as and when applicable, agreements with relevant trade unions. As a result, there may be a material adverse effect on National Grid's business, financial condition, results of operations and prospects. There is a risk that an employee or someone acting on National Grid's behalf may breach its internal controls or internal governance framework or may contravene applicable laws and regulations. This could have an impact on National Grid's results of operations, its reputation and its relationship with its regulators and other stakeholders.
The risks described under this heading B ("Operational Risks relating to National Grid and its businesses") have been categorised as operational risks. Operational risks relate to losses resulting from inadequate or failed internal processes, people and systems, or due to external events. Operational risks could have a high level of impact, if they arise without effective prevention or mitigation controls, including National Grid's policies, standards, procedure-based controls, active prevention and monitoring. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
control systems protection), climate change, storms, attacks, or other emergency events leading to significant customer harm, lasting reputational damage with customers, regulators and politicians, material financial losses, loss of franchise or significant damage to investor confidence. See "Cyber or physical security breaches" and "Supply chain disruptions" below.
Further context on National Grid's operational risks is set out below:
Cyber or physical security breaches may impact National Grid's ability to operate its networks, initiate the loss of critical operating or confidential data and expose National Grid to significant liabilities.
As an owner and operator of critical infrastructure assets, National Grid is subject to cyber and physical threats, including from parties who wish to disrupt its operations. In response to the conflict in Ukraine, the UK Government warned of heightened cyber threat to national infrastructure, and there can be no certainty that National Grid's security measures will be sufficient to prevent breaches from wherever they originate.
Malicious attack, sabotage or other intentional acts may also damage its assets (which include critical national infrastructure), systems or data or otherwise significantly affect corporate activities and, as a consequence, have a material adverse impact on its reputation, business, results of operations and financial condition. Third-party technology systems, hardware, software, and technical applications and platforms used by National Grid may also be subject to attempts to disrupt the services they provide to National Grid or used as a conduit to attack National Grid.
Unauthorised access to, or deliberate breaches of, National Grid's information technology ("IT") systems may also lead to manipulation of National Grid's proprietary business data or customer information. Unauthorised access to private customer information may make National Grid liable for a violation of data privacy regulations, which may in turn expose it to significant regulatory fines or liabilities. Even where National Grid establishes business continuity controls and security against threats to its systems, these may not be sufficient. As threats related to cyber security develop and grow, National Grid may also find it necessary to make further investments to protect its data and infrastructure, which may impact its results of operations and financial condition.
Various potentially hazardous activities arise in connection with National Grid's business. For example, electricity and gas utilities typically use and generate hazardous and potentially hazardous products and by-products. In addition, there may be other aspects of National Grid's operations that are not currently regarded or proved to have adverse effects but could become so. A significant safety or environmental incident, a catastrophic failure of National Grid's assets or a failure of its safety processes or of its occupational health plans, as well as the breach of National Grid's regulatory or contractual obligations or its climate change targets, could materially adversely affect National Grid's results of operations and its reputation.
Safety is a fundamental priority for National Grid, and it commits significant resources and expenditure to process safety and to monitoring personal safety, occupational health and environmental performance, and to meeting its obligations under negotiated settlements. National Grid is subject to laws and regulations in the United Kingdom and United States governing health and safety matters to protect the public and its employees and contractors, who could potentially be harmed by these activities, as well as laws and regulations relating to pollution, the protection of the environment, and the use and disposal of hazardous substances and waste materials, which are subject to change in the future. These expose National Grid to costs and liabilities relating to National Grid's operations and properties, including those inherited from predecessor bodies, whether currently or formerly owned by National Grid, and sites used for the disposal of its waste. The cost of future environmental remediation obligations is often inherently difficult to estimate and uncertainties can include the extent of contamination, the appropriate corrective actions and National Grid's share of the liability. National Grid is increasingly subject to regulation in relation to climate change and related reporting requirements, which are subject to significant change, and is affected by requirements to reduce its own carbon emissions as well as to enable a reduction in energy use by its customers. If more onerous requirements are imposed on National Grid's own operating and reporting requirements or its ability to recover these costs under regulatory frameworks changes, then this could have a material adverse impact on National Grid's business, reputation, results of operations and financial position.
Operational performance could be materially adversely affected by a failure to maintain the health of National Grid's assets or networks, inadequate forecasting of demand or inadequate record keeping or control of data, as well as third-party energy generators, including upstream failure or inability to produce adequate or reliable supply. Such events, in turn, could cause National Grid to fail to meet agreed standards of service, incentive and reliability targets, or to be in breach of a licence, approval, regulatory requirement or contractual obligation. Even incidents that do not amount to a breach could result in adverse regulatory and financial consequences, as well as harming National Grid's reputation. Where demand for electricity or gas exceeds supply, including where National Grid does not adequately forecast and respond to disruptions in energy supplies, and National Grid's balancing mechanisms are not able to mitigate this fully, a lack of supply to consumers may damage National Grid's reputation.
In addition to these risks, National Grid may be affected by other potential events that are largely outside its control, such as the impact of weather (including as a result of climate change and major storms), unlawful or unintentional acts of third parties, outbreaks of hostilities or terrorist acts, insufficient or unreliable supply, or force majeure. These items can affect financial performance, and National Grid discloses in its underlying results to reflect, among other items, major storm costs that are recoverable in future periods where these are in excess of U.S.\$100 million (in aggregate) in the financial year. Severe weather that causes outages or damages infrastructure, together with National Grid's actual or perceived response, could materially adversely affect operational and potentially business performance and National Grid's reputation.
National Grid's insurance coverage may not cover all of the costs and liabilities it incurs as the result of any damage or disruptions, including from these types of events outside its control, which in addition to any of the factors mentioned above may materially and adversely impact National Grid's business, results of operations and financial condition.
National Grid relies upon the capacity, reliability and security of its IT hardware and software infrastructure and its ability to expand and update this infrastructure in response to changing needs. National Grid's systems may be vulnerable to damage from a variety of attacks or disruptions (including cyber-attacks), natural disasters, failures in hardware or software (including disruption to information systems of supporting technology, the possibility of obsolescence and the risk of serial defects on technology implemented by the National Grid Group), power fluctuations, unauthorised access to data and systems, loss or destruction of data (including confidential client information), human error, and other similar disruptions. Not all of these sources of threat are within National Grid's control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to its property or assets, outbreaks of hostilities, or terrorist acts. Further, the use of artificial intelligence ("AI") may expose National Grid to additional risk from cyber events and its employees may not have the experience to identify weaknesses in AI-generated data. In addition, National Grid relies on third parties to support the operation of its IT hardware, software infrastructure and software-as-a-service applications, and cloud services. The security and privacy measures implemented by such third parties may not be sufficient to identify or prevent disruptions or cyber-attacks. The National Grid Group cannot give assurance that any security measures it has implemented or may in the future implement will be sufficient to identify and prevent or mitigate such disruptions. Maintenance of these IT systems is important for National Grid's ongoing service delivery, and investment may be required in the future to further develop the National Grid Group's IT capabilities and to protect against disruptions or security breaches in the future.
The failure of the National Grid Group's IT systems or those of its vendors to perform as anticipated for any reason or any significant breach of security could disrupt the National Grid Group's business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, potentially significant reputational harm, increased overhead costs and loss of important information, and regulatory fines or other liabilities, any of which could have a material adverse effect on the National Grid Group's business and results of operations. In addition, significant disruptions or breaches may require remedial steps to be taken, which could require National Grid to incur significant costs. Although National Grid maintains business continuity and/or disaster recovery plans, they may not in all circumstances be effective to resolve issues resulting from a disruption in a timely manner.
National Grid may be impacted by supply chain disruptions and shortages of materials, equipment, labour and other resources that are critical to its business operations, including the delivery of major projects. Such disruptions may be further exacerbated by geopolitical tensions and the imposition of tariffs by the U.S. Federal Government. Long lead times for critical equipment, network components and replacement parts could restrict the availability and delay the construction, maintenance or repair of items that are needed to support National Grid's normal operations and may result in prolonged customer outages which could in turn lead to unrecovered costs for such service interruptions. Demand for electric equipment is increasing due to utilities' efforts to meet clean energy goals, planned capital expenditure projects and in order to prepare for more frequent extreme weather events at a time when manufacturing capacity and supply are decreasing. Prices of materials, equipment, transportation and other resources have increased as a result of these supply chain disruptions and shortages and may furthermore continue to increase as a result of inflation. A prolonged continuation or a further increase in the severity of supply chain and inflationary pressures could result in additional increases in the cost of certain goods, services and cost of capital, and may lead to projects delays, which may materially and adversely impact National Grid's business, results of operations and financial condition.
National Grid's operations are exposed to the risk that customers, suppliers, banks and other financial institutions, and others with whom National Grid does business will not satisfy their obligations, which could materially adversely affect its financial position. This risk is significant where National Grid's subsidiaries have concentrations of receivables from gas and electricity utilities and their affiliates, as well as industrial customers and other purchasers, and may also arise where customers are unable to pay National Grid as a result of increasing commodity prices or adverse economic conditions impacting affordability.
To the extent that counterparties are contracted with it for physical commodities (gas and electricity) and they experience events that impact their own ability to deliver, National Grid may suffer supply interruption.
There is also a risk to National Grid where it invests excess cash or enters into derivatives and other financial contracts with banks or other financial institutions. Banks that provide National Grid with credit facilities may also fail to perform under those contracts.
National Grid's capital investment projects are subject to a number of risks and uncertainties, including availability of supplies and personnel, cost and scheduling oversight, and regulatory requirements, approvals and consents.
National Grid's regulated utility businesses are highly capital intensive, and require significant ongoing investments in network infrastructure including generation, transmission and distribution technologies and projects necessary to achieve its own, and wider, environmental goals.
The successful completion of any such project depends on, or could be affected by, a variety of factors, including: effective cost and schedule management of the projects; availability of qualified construction personnel, both internal and contracted; changes in commodity and other prices, applicable tariffs, and/or availability of supplies, materials and equipment needed for undertaking such projects and maintaining assets once in use; governmental approvals and consents, permitting and planning; clarity in regulatory requirements and expectations, including open communication with regulators and relevant stakeholders throughout the planning, approval, investment and operational stages; changes in environmental, legislative, and regulatory requirements; regulatory cost recovery; inflation, including of labour rates; increases in lead times; and disruptions in supply chain distribution.
In 2022, the UK Office of Gas and Electricity Markets ("Ofgem") announced its Accelerated Strategic Transmission Investment ("ASTI") framework, aimed at achieving the UK Government's ambition of connecting 50 gigawatt ("GW") of offshore wind by 2030. Delivery of the 17 ASTI projects awarded to National Grid is expected to require an increase in the annual level of capital investment over the next decade. National Grid's capacity to meet its commitments under the ASTI framework depends on a number of factors, including, the timely progression of awarded projects (including the planning stages and receipt of relevant approvals and consents), avoidance of significant supply chain disruptions and the continued availability of critical components, access to necessary labour, and its ability to execute the relevant projects in line with regulatory standards and expectations.
National Grid also plans to undertake significant capital investments in the United States, including various renewable investment projects and leak-prone pipe replacements, further electric sector modernisation plans in Massachusetts, the 'Propel NY Energy Transmission Project' in New York (a collaboration between The New York Power Authority and New York Transco, a joint venture between National Grid Ventures, Avangrid, Central Hudson, and Con Edison) and investments in furtherance of New York's Climate Leadership and Community Protection Act.
Adverse events associated with any of the factors set out above could materially impact National Grid's ability to achieve the benefits of such projects, including its ability to comply with licensing and regulatory requirements and to further its own, and the relevant governmental, net zero targets and commitments.
As seen in the context of COVID-19, pandemics and their associated countermeasures may affect countries, communities, supply chains and markets, including the United Kingdom and National Grid's service territory in the United States. The spread of such pandemics could have adverse effects on National Grid's workforce, which could affect National Grid's ability to maintain its networks and provide service. In addition, disruption of supply chains could adversely affect National Grid's systems or networks. Pandemics can also result in extraordinary economic circumstances in National Grid's markets, which could negatively affect National Grid's customers' ability to pay their invoices in the United States or the charges payable to the suppliers for transmission and distribution services in the United Kingdom. Measures such as the suspension of debt collection and customer termination activities across National Grid's service area in response to such pandemics are likely to result in near-term lower customer collections, and could result in increasing levels of bad debt and associated provisions. The extent to which pandemics may affect National Grid's liquidity, business, financial condition, results of operations and reputation will depend on future developments, which are highly uncertain, and will depend on the severity of the relevant pandemic, the scope, duration, cost to National Grid and overall economic impact of actions taken to contain it or treat its effects.
The risks described under this heading C (Financial Risks) have been categorised as financial risks. While all risks have a financial liability, financial risks are those which relate to financial objectives and performance – i.e., beyond the risks of financial liability to the National Grid Group that are inherent in many of the other risks set out in this section. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
There is a risk that National Grid is unable to fund its business efficiently as a result of a lack of access to a wide pool of equity and debt investors, market volatility, unsatisfactory regulatory outcomes or unsatisfactory financial or operational performance of the business, or that access may be impacted by strategic and operational risks described elsewhere herein, leading to a lack of access to capital, impacting its ability to achieve its strategic objectives, including its proposed capital investment programme. See "Financing and liquidity" and "Exchange rates, interest rates and commodity price indices" below.
Further context on National Grid's financial risks is set out below:
An inability to access capital markets on commercially acceptable terms could affect how National Grid maintains and grows its businesses.
National Grid has historically financed its growth through a combination of funding sources, including retained operating cashflows, use of the scrip dividend programme and issuances of senior and hybrid debt securities. As part of its updated 5-year financial framework, the National Grid Group anticipates making around £60 billion of capital investments between FY25 and FY29, which it intends to finance through a package of funding sources that includes a combination of these sources of liquidity, as well as the net proceeds of the rights issue it undertook in May and June 2024. As further discussed below, reliance on these sources of liquidity can expose the National Grid Group to the risk of higher financing costs and the imposition of restrictions on its business.
Some of the debt issued by National Grid is rated by credit rating agencies and changes to these ratings may affect both National Grid's borrowing capacity and borrowing costs. In addition, restrictions imposed by regulators, such as mandatory debt to equity or regulatory capital values ratios, may also limit how National Grid services the financial requirements of its current businesses or the financing of newly acquired or developing businesses.
Financial markets can be subject to periods of volatility, including with respect to interest rates, and shortages of liquidity—for example, as a result of unexpected political or economic events (such as pandemics or the conflict in Ukraine). If National Grid were unable to access the capital markets or other sources of finance on commercially acceptable terms, its cost of financing may increase and the manner in which it implements its strategy may need to be reassessed. Such events could have a material adverse impact on National Grid's business, results of operations and prospects.
Some of National Grid's regulatory agreements and/or specific regulatory entities impose limits for the credit ratings that certain companies or securities issued by certain companies within the National Grid Group must hold or the amount of equity within their capital structures. In certain instances, this includes a limit requiring certain entities within the National Grid Group or securities issued by them to hold an investment-grade credit rating. In addition, some of National Grid's regulatory arrangements impose restrictions on the way it can operate. These include regulatory requirements for National Grid to maintain adequate financial resources within certain parts of its operating businesses and may restrict the ability of National Grid and some of its subsidiaries to engage in certain transactions, including paying dividends, lending cash and levying charges. The inability to meet such requirements or the occurrence of any such restrictions may have a material adverse impact on National Grid's business and financial condition.
National Grid's debt agreements and banking facilities contain covenants, including those relating to the periodic and timely provision of financial information by the issuing entity, restrictions on disposals and financial covenants, such as restrictions on the level of subsidiary indebtedness and minimum credit rating requirements. Failure to comply with these covenants, or to obtain waivers of those requirements, could in some cases trigger a right, at the lender's discretion, to require repayment of some of National Grid's debt and may restrict National Grid's ability to draw upon its facilities or access the capital markets.
Changes in foreign currency rates, interest rates or commodity prices could materially impact National Grid's earnings or financial condition.
National Grid has significant operations in the United States and is therefore subject to the exchange rate risks normally associated with non-UK operations, including the need to translate United States assets and liabilities, and income and expenses, into sterling, National Grid's reporting currency. As part of National Grid's ongoing capital expenditure requirements and investment projects, as well as projects planned under the ASTI programme, National Grid is also exposed to currency fluctuations related to the purchase of equipment and components in currencies other than sterling. In addition, National Grid's results of operations and net debt position may be affected because a significant proportion of its borrowings, derivative financial instruments and commodity contracts are affected by changes in interest rates, commodity price indices and exchange rates, in particular the dollar-tosterling exchange rate. Furthermore, National Grid's cash flow may be materially affected as a result of settling hedging arrangements entered into to manage its exchange rate, interest rate and commodity price exposure (such as those relating to the purchase of electricity and gas in the United States), or by cash collateral movements relating to derivative market values, which also depend on the sterling or U.S. dollar exchange rate into Euro and other currencies.
National Grid participates in a number of pension schemes that together cover substantially all of its employees. In both the United Kingdom and the United States, such schemes include various large defined benefit schemes where the scheme assets are held independently of National Grid's own financial resources. In the United States, National Grid also has other post-retirement benefit schemes. Estimates of the amount and timing of future funding for the United Kingdom and United States schemes are based on actuarial assumptions and other factors including: the actual and projected market performance of the scheme assets; future long-term bond yields; average life expectancies; and relevant legal requirements. Actual performance of scheme assets may be affected by volatility in debt and equity markets. Changes in these assumptions or other factors may require National Grid to make additional contributions to these pension schemes which, to the extent they are not recoverable under its price controls or state rate plans, could materially adversely affect National Grid's results of operations and financial condition.
The risks described under this heading A (Strategic and regulatory risks relating to NGET and its businesses) have been categorised as strategic and regulatory risks. Strategic risk is the risk of failing to achieve NGET's overall strategic business plans and objectives, as well as failing to have the 'right' strategic plan. The political climate and policy decisions of its regulators were key considerations in assessing risks. The climate change adaptation risk is classed as a strategic and regulatory risk but is also an operational risk, i.e. the impact of rising temperatures and widening temperature ranges on the performance and operation of NGET's networks. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
Further context on NGET's strategic and regulatory risks is set out below:
If NGET fails to meet its regulatory obligations, commitments or targets in relation to climate change and the energy transition, its reputation and business may be materially and adversely affected.
NGET has set ambitious climate performance targets and commitments, including on reductions to greenhouse gas emissions, and it aims to deliver critical infrastructure necessary to achieve wider climate change objectives. If NGET is unable to identify and/or deliver upon actions necessary to meet such targets, including due to third-party action or inaction, this could undermine its ability to deliver its clean energy transition strategy, subject it to accusations of (or legal challenges related to) greenwashing, damage its reputation and limit its ability to influence future energy policy. Achievement of NGET's climate commitments and targets is subject to risks and uncertainties, many of which are outside of its control and depend on, among other factors, investment and changes in operating practices by other energy sector participants, in particular risks related to generation of electricity by third parties and advances in technology and regulatory requirements that could impact how individuals and households use electricity, as well as regulatory, commercial and social trends in the UK.
These risks and uncertainties include, but are not limited to, the availability and cost of alternative fuels, global electrical charging infrastructure, off-site renewable energy and other materials and components; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration, hydrogen blending (and other uses of hydrogen) and/or other related processes; labour-related regulations and requirements that restrict or prohibit its ability to impose requirements on third-party contractors; customer acceptance of sustainable supply chain solutions; and the consummation of an acquisition of or merger with another company that has not adopted similar goals or whose progress toward reaching its goals is not as advanced as that of NGET. Failure by NGET to achieve or maintain its climate performance targets, credentials and leadership may result in significant reputational harm, damage NGET's relationship with key stakeholders, or result in regulatory enforcement and fines.
NGET measures and reports on certain climate-related metrics where required by regulation, as well as for strategic and management purposes. The processes involved in formulating and reporting against NGET's climate and emissions targets are complex, and are subject to significant uncertainties, including with respect to the methodology, collection, timeliness and verification of data, underlying estimates and assumptions and the use of third-party information. In particular, it is not possible to rely on historical data as a strong indicator of future trajectories, and the climate scenarios employed in relation to climate metrics (and the models that analyse such scenarios) have limitations that are sensitive to key assumptions and parameters, which are themselves subject to some uncertainty and cannot fully capture all of the potential effects of climate, policy and technology driven outcomes. In addition, climate change and emissions data, models and methodologies are relatively new, rapidly evolving and have not historically been subject to the same or equivalent disclosure standards, historical reference points, benchmarks or globally accepted accounting principles as financial and other information. As a result, such data may subsequently be determined to be erroneous, and implementing systems to meet regulatory requirements may be complex, require significant investment or impose additional demands on management time.
If NGET's climate-related practices, reporting, regulatory compliance and performance do not meet investor or other stakeholder expectations, it could be subject to significant fines or penalties and its reputation and consequently its financial performance may be materially and adversely affected.
Changes in law or regulation, or decisions by governmental bodies or regulators and increased political and economic uncertainty, could materially adversely affect NGET.
NGET's business is subject to regulation by the UK Government and other authorities. Changes in law or regulation or regulatory policy and precedent, as well as legislation introduced to facilitate the attainment of net zero emissions targets and decisions of governmental bodies or regulators could materially adversely affect NGET. In addition, regulatory priorities may change following the UK 2024 election, the effects of which remain uncertain. In the longer term, significant changes to law or regulation regarding usage of electricity in Great Britain or on NGET's operating activities could limit the return expected on investment or regulated assets. More widely, the impacts of international political and economic uncertainty and disruption could also have a material adverse consequence on NGET. NGET may fail to deliver any one of its customer, investor and wider stakeholder propositions due to increased political and economic uncertainty.
Decisions or rulings concerning the following (as examples) could have a material adverse impact on NGET's results of operations, cash flows, the financial condition of its businesses and the ability to develop those businesses in the future: (i) RIIO, including the implementation of the RIIO-T2 price control and upcoming determination of RIIO-T3; (ii) whether licences, approvals or agreements to operate or supply are granted, amended or renewed, whether consents for construction projects are granted in a timely manner or whether there has been any breach of the terms of a licence, approval or regulatory requirement; and (iii) timely recovery of incurred expenditure or obligations, the ability to pass through commodity costs, a decoupling of energy usage and revenue, and other decisions relating to the impact of general economic conditions on NGET, its markets and customers, implications of climate change and of advancing energy technologies, whether aspects of its activities are contestable and the level of permitted revenues and dividend distributions for NGET's businesses. In October 2023, Ofgem published its decision on the 'Future Systems and Networks Regulation' consultation, which confirmed Ofgem's framework for RIIO-3 price controls expected to commence from 1 April 2026, and in July 2024 published its 'Sector Specific Methodology Decision' for the RIIO-T3 price control period. In December 2024, National Grid published its RIIO-T3 five year business plan. Ofgem's draft determination for RIIO-T3 was published on 1 July 2025 and its final determination will be published later this year. The outcome of the RIIO-T3 price control could have a significant impact on NGET's permitted returns in the five years starting on 1 April 2026, its results of operations, cash flows and financial condition.
Failure by NGET to respond to external market developments and execute its growth strategy may negatively affect its performance. Conversely, new businesses or activities that NGET undertakes alone, or with partners, or the cessation of existing businesses or activities, may not deliver target outcomes and may expose NGET to additional operational and financial risk.
Failure by NGET to grow its core business sufficiently and have viable options for new future business over the longer term or failure to respond to the threats and opportunities presented by emerging technology or innovation (including for the purposes of adapting its networks to meet the challenges of increasing distributed energy resources) could negatively affect its credibility and reputation and jeopardise the achievement of intended financial returns. NGET's business development activities, including the delivery of its growth ambition, involve acquisitions, disposals, joint ventures, partnering and organic investment opportunities such as development activities relating to changes to the energy mix and the integration of distributed energy resources and other advanced technologies. These are subject to a wide range of both external uncertainties (including the availability of potential investment targets and attractive financing and the impact of competition for onshore transmission), and internal uncertainties (including actual performance of NGET's existing operating companies and its business planning model assumptions and ability to integrate acquired businesses effectively). As a result, NGET may suffer unanticipated costs and liabilities and other unanticipated effects. NGET may also be liable for the past acts, omissions or liabilities of companies or businesses it has acquired, which may be unforeseen or greater than anticipated. In the case of joint ventures, NGET may have limited control over operations and its joint venture partners may have interests that diverge from NGET's interests. NGET may also be required to seek additional licences or permits in connection with any such activities or initiatives, in particular with respect to transmission lines or renewable or other generation projects, which it may not be able to obtain on the timing or terms anticipated or at all. The occurrence of any of these events could have a material adverse impact on NGET's results of operations or financial condition, and could also impact its ability to enter into other transactions.
NGET may also be required to undertake certain acquisitions, investments or divestitures as mandated by regulatory bodies in the regions in which it operates, which could create financial or reputational risks or lead to changes to, or limitations being placed on, regulated activities and potentially over the longer term result in impairment of regulated assets and anticipated returns.
Current and future business performance may not meet NGET's expectations or those of its regulators and shareholders.
Earnings maintenance and growth from NGET's regulated electricity business will be affected by its ability to meet or exceed efficiency and cost targets and service quality standards set by, or agreed with, its regulators. If NGET does not meet these targets and standards, or if it is not able to deliver its price controls and rate plans successfully, it may not achieve the expected returns and benefits, its business may be materially adversely affected and its performance, results of operations and reputation may be materially harmed and it may be in breach of regulatory or contractual obligations.
NGET may fail to attract, develop and retain employees at all levels with the competencies (including leadership and business capabilities), values and behaviours required to deliver its strategy and vision and ensure they are engaged to act in NGET's best interests.
NGET's ability to implement its strategy depends on the capabilities and performance of its employees and leadership at all levels of the business. Its ability to implement its strategy and vision may be negatively affected by the loss of key personnel or an inability to adequately identify and plan for personnel requirements, including to attract, integrate, engage and retain appropriately qualified personnel (including people with the skills to help NGET deliver across its investment projects), or if significant disputes arise with its employees, such as failure to extend or renegotiate, as and when applicable, agreements with relevant trade unions. As a result, there may be a material adverse effect on NGET's business, financial condition, results of operations and prospects. There is a risk that an employee or someone acting on NGET's behalf may breach its internal controls or internal governance framework or may contravene applicable laws and regulations. This could have an impact on NGET's results of operations, its reputation and its relationship with its regulators and other stakeholders.
The risks described under this heading B (Operational risks relating to NGET and its businesses) have been categorised as operational risks. Operational risks relate to losses resulting from inadequate or failed internal processes, people and systems, or due to external events. Should an operational risk materialise without effective prevention or mitigation controls, it would have a high level of impact. Operational risks are managed through policy, standards, procedure-based controls, active prevention and monitoring. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
Further context on NGET's operational risks is set out below:
Cyber or physical security breaches may impact NGET's ability to operate its networks, initiate the loss of critical operating or confidential data and expose NGET to significant liabilities.
As an owner and operator of critical infrastructure assets, NGET is subject to cyber and physical threats, including from parties who wish to disrupt its operations. In response to the conflict in Ukraine, the UK Government warned of heightened cyber threat to national infrastructure, and there can be no certainty that NGET's security measures will be sufficient to prevent breaches from wherever they originate.
Malicious attack, sabotage or other intentional acts may also damage its assets (which include critical national infrastructure), systems or data or otherwise significantly affect corporate activities and, as a consequence, have a material adverse impact on its reputation, business, results of operations and financial condition. Third-party technology systems, hardware, software, and technical applications and platforms used by NGET may also be subject to attempts to disrupt the services they provide to NGET or used as a conduit to attack NGET.
Unauthorised access to, or deliberate breaches of, NGET's IT systems may also lead to manipulation of NGET's proprietary business data or customer information. Unauthorised access to private customer information may make NGET liable for a violation of data privacy regulations, which may in turn expose it to significant regulatory fines or liabilities. Even where NGET establishes business continuity controls and security against threats to its systems, these may not be sufficient. As threats related to cyber security develop and grow, NGET may also find it necessary to make further investments to protect its data and infrastructure, which may impact its results of operations and financial condition.
Aspects of NGET's activities could potentially harm employees, contractors, members of the public or the environment.
Various potentially hazardous activities arise in connection with NGET's business. For example, electricity utilities typically use and generate hazardous and potentially hazardous products and byproducts. In addition, there may be other aspects of NGET's operations that are not currently regarded or proved to have adverse effects but could become so. A significant safety or environmental incident, a catastrophic failure of NGET's assets or a failure of its safety processes or of its occupational health plans, as well as the breach of NGET's regulatory or contractual obligations or its climate change targets, could materially adversely affect NGET's results of operations and its reputation.
Safety is a fundamental priority for NGET and it commits significant resources and expenditure to process safety and to monitoring personal safety, occupational health and environmental performance, and to meeting its obligations under negotiated settlements. NGET is subject to laws and regulations in the United Kingdom and United States governing health and safety matters to protect the public and its employees and contractors, who could potentially be harmed by these activities, as well as laws and regulations relating to pollution, the protection of the environment, and the use and disposal of hazardous substances and waste materials, which are subject to change in the future. These expose NGET to costs and liabilities relating to NGET's operations and properties, including those inherited from predecessor bodies, whether currently or formerly owned by NGET, and sites used for the disposal of its waste. The cost of future environmental remediation obligations is often inherently difficult to estimate and uncertainties can include the extent of contamination, the appropriate corrective actions and NGET's share of the liability. NGET is increasingly subject to regulation in relation to climate change and related reporting requirements, which are subject to significant change, and is affected by requirements to reduce its own carbon emissions as well as to enable a reduction in energy use by its customers. If more onerous requirements are imposed on NGET's own operating and reporting requirements or its ability to recover these costs under regulatory frameworks changes, then this could have a material adverse impact on NGET's business, reputation, results of operations and financial position.
NGET may suffer a major network failure or interruption, or may not be able to carry out critical operations due to the failure of infrastructure or technology or a lack of supply, including as a result of bulk power system failure.
Operational performance could be materially adversely affected by a failure to maintain the health of NGET's assets or networks, inadequate forecasting of demand or inadequate record keeping or control of data, as well as third-party energy generators, including upstream failure or inability to produce adequate or reliable supply. Such events, in turn, could cause NGET to fail to meet agreed standards of service, incentive and reliability targets, or to be in breach of a licence, approval, regulatory requirement or contractual obligation. An example of this is the recent fire at North Hyde electrical substation in March 2025 which resulted in a loss of 340MWh and a penalty of £1.9 million (2024/25 prices) under the Energy Not Supplied Incentive and Ofgem confirming that it has opened an official enforcement investigation into NGET and its compliance with obligations under Section 9(2) of the Electricity Act 1989 and SLC B7(1) of its Electricity Transmission Licence. Even incidents that do not amount to a breach could result in adverse regulatory and financial consequences, as well as harming NGET's reputation. Where demand for electricity supply, including where NGET does not adequately forecast and respond to disruptions in energy supplies, and NGET's balancing mechanisms are not able to mitigate this fully, a lack of supply to consumers may damage NGET's reputation.
In addition to these risks, NGET may be affected by other potential events that are largely outside its control, such as the impact of weather (including as a result of climate change and major storms), unlawful or unintentional acts of third parties, outbreaks of hostilities or terrorist acts, insufficient or unreliable supply, or force majeure. Severe weather that causes outages or damages infrastructure, together with NGET's actual or perceived response, could materially adversely affect operational and potentially business performance and NGET's reputation.
NGET's insurance coverage may not cover all of the costs and liabilities it incurs as the result of any damage or disruptions, including from these types of events outside its control, which in addition to any of the factors mentioned above may materially and adversely impact NGET's business, results of operations and financial condition.
NGET relies upon the capacity, reliability and security of its IT hardware and software infrastructure and its ability to expand and update this infrastructure in response to changing needs. NGET's systems may be vulnerable to damage from a variety of attacks or disruptions (including cyberattacks), natural disasters, failures in hardware or software (including disruption to information systems of supporting technology, the possibility of obsolescence and the risk of serial defects on technology implemented by NGET), power fluctuations, unauthorised access to data and systems, loss or destruction of data (including confidential client information), human error, and other similar disruptions. Not all of these sources of threat are within NGET's control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to its property or assets, outbreaks of hostilities, or terrorist acts. Further, the use of AI may expose NGET to additional risk from cyber events and its employees may not have the experience to identify weaknesses in AI-generated data. In addition, NGET relies on third parties to support the operation of its IT hardware, software infrastructure and software-as-a-service applications, and cloud services. The security and privacy measures implemented by such third parties may not be sufficient to identify or prevent disruptions or cyberattacks. NGET cannot give assurance that any security measures it has implemented or may in the future implement will be sufficient to identify and prevent or mitigate such disruptions. Maintenance of these IT systems is important for NGET's ongoing service delivery, and investment may be required in the future to further develop NGET's IT capabilities and to protect against disruptions or security breaches in the future.
The failure of NGET's IT systems or those of its vendors to perform as anticipated for any reason or any significant breach of security could disrupt NGET's business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, potentially significant reputational harm, increased overhead costs and loss of important information, and regulatory fines or other liabilities, any of which could have a material adverse effect on NGET's business and results of operations. In addition, significant disruptions or breaches may require remedial steps to be taken, which could require NGET to incur significant costs. Although NGET maintains business continuity and/or disaster recovery plans, they may not in all circumstances be effective to resolve issues resulting from a disruption in a timely manner.
NGET may be impacted by supply chain disruptions and shortages of materials, equipment, labour and other resources that are critical to its business operations, including the delivery of major projects. Such disruptions may be further exacerbated by geopolitical tensions and the imposition of tariffs by the U.S. Federal Government. Long lead times for critical equipment, network components and replacement parts could restrict the availability and delay the construction, maintenance or repair of items that are needed to support NGET's normal operations and may result in prolonged customer outages which could in turn lead to unrecovered costs for such service interruptions. Demand for electric equipment is increasing due to utilities' efforts to meet clean energy goals, planned capital expenditure projects and in order to prepare for more frequent extreme weather events at a time when manufacturing capacity and supply are decreasing. Prices of materials, equipment, transportation and other resources have increased as a result of these supply chain disruptions and shortages and may furthermore continue to increase as a result of inflation. A prolonged continuation or a further increase in the severity of supply chain and inflationary pressures could result in additional increases in the cost of certain goods, services and cost of capital, and may lead to projects delays, which may materially and adversely impact NGET's business, results of operations and financial condition.
NGET's operations are exposed to the risk that customers, suppliers, banks and other financial institutions, and others with whom NGET does business will not satisfy their obligations, which could materially adversely affect its financial position. This risk is significant where NGET's subsidiaries have concentrations of receivables from electricity utilities and their affiliates, as well as industrial customers and other purchasers, and may also arise where customers are unable to pay NGET as a result of increasing commodity prices or adverse economic conditions, impacting affordability.
To the extent that counterparties are contracted with it for physical commodities (gas and electricity) and they experience events that impact their own ability to deliver, NGET may suffer supply interruption.
There is also a risk to NGET where it invests excess cash or enters into derivatives and other financial contracts with banks or other financial institutions. Banks that provide NGET with credit facilities may also fail to perform under those contracts.
NGET's capital investment projects are subject to a number of risks and uncertainties, including availability of supplies and personnel, cost and scheduling oversight, and regulatory requirements, approvals and consents.
NGET's regulated utility businesses are highly capital intensive, and require significant ongoing investments in network infrastructure including generation, transmission and distribution technologies and projects necessary to achieve its own, and wider, environmental goals.
The successful completion of any such project depends on, or could be affected by, a variety of factors, including: effective cost and schedule management of the projects; availability of qualified construction personnel, both internal and contracted; changes in commodity and other prices, applicable tariffs, and/or availability of supplies, materials and equipment needed for undertaking such projects and maintaining assets once in use; governmental approvals and consents, permitting and planning; clarity in regulatory requirements and expectations, including open communication with regulators and relevant stakeholders throughout the planning, approval, investment and operational stages; changes in environmental, legislative, and regulatory requirements; regulatory cost recovery; inflation, including of labour rates; increases in lead times; and disruptions in supply chain distribution.
In 2022, the Ofgem announced its ASTI framework, aimed at achieving the UK Government's ambition of connecting 50GW of offshore wind by 2030. Delivery of the 17 ASTI projects awarded to NGET is expected to require an increase in the annual level of capital investment over the next decade. NGET's capacity to meet its commitments under the ASTI framework depends on a number of factors, including, the timely progression of awarded projects (including the planning stages and receipt of relevant approvals and consents), avoidance of significant supply chain disruptions and the continued availability of critical components, access to necessary labour, and its ability to execute the relevant projects in line with regulatory standards and expectations.
Adverse events associated with any of the factors set out above could materially impact NGET's ability to achieve the benefits of such projects, including its ability to comply with licensing and regulatory requirements and to further its own, and the relevant governmental, net zero targets and commitments.
As seen in the context of COVID-19, pandemics and their associated countermeasures may affect countries, communities, supply chains and markets, including the United Kingdom. The spread of such pandemics could have adverse effects on NGET's workforce, which could affect NGET's ability to maintain its networks and provide service. In addition, disruption of supply chains could adversely affect NGET's systems or networks. Pandemics can also result in extraordinary economic circumstances in NGET's markets, which could negatively affect the charges payable to the suppliers for transmission services in the United Kingdom. Measures such as the suspension of debt collection and customer termination activities across NGET's service area in response to such pandemics are likely to result in near-term lower customer collections, and could result in increasing levels of bad debt and associated provisions. The extent to which pandemics may affect NGET's liquidity, business, financial condition, results of operations and reputation will depend on future developments, which are highly uncertain, and will depend on the severity of the relevant pandemic, the scope, duration, cost to NGET and overall economic impact of actions taken to contain it or treat its effects.
The risks described under this heading C (Financial Risks) have been categorised as financial risks. While all risks have a financial liability, financial risks are those which relate to financial objectives and performance. This introductory paragraph in italicised text forms part of the risk factors in this section but is not a risk factor itself.
There is a risk, that NGET is unable to fund its business efficiently as a result of a lack of access to a wide pool of equity and debt investors, market volatility, unsatisfactory regulatory outcomes or unsatisfactory financial or operational performance of the business, or that access may be impacted by strategic and operational risks described elsewhere herein, leading to a lack of access to capital, impacting its ability to achieve its strategic objectives, including its proposed capital investment programme. See "Financing and liquidity" and "Exchange rates, interest rates and commodity price indices" below.
Further context on NGET's financial risks is set out below:
An inability to access capital markets on commercially acceptable terms could affect how NGET maintains and grows its businesses.
NGET has historically financed its growth through a combination of funding sources, including retained operating cashflows and issuances of senior debt securities. As part of its updated 5-year financial framework, the NGET Group anticipates making around £23 billion of capital investments between FY25 and FY29, which it intends to finance through a package of funding sources that includes a combination of these sources of liquidity, as well as equity injections. As further discussed below, reliance on these sources of liquidity can expose NGET to the risk of higher financing costs and the imposition of restrictions on its business.
Some of the debt issued by NGET is rated by credit rating agencies and changes to these ratings may affect both NGET's borrowing capacity and borrowing costs. In addition, restrictions imposed by regulators, such as mandatory debt to equity or regulatory capital values ratios, may also limit how NGET services the financial requirements of its current businesses or the financing of newly acquired or developing businesses.
Financial markets can be subject to periods of volatility, including with respect to interest rates, and shortages of liquidity—for example, as a result of unexpected political or economic events (such as pandemics or the conflict in Ukraine). If NGET were unable to access the capital markets or other sources of finance on commercially acceptable terms, its cost of financing may increase and the manner in which it implements its strategy may need to be reassessed. Such events could have a material adverse impact on NGET's business, results of operations and prospects.
Some of NGET's regulatory agreements and/or specific regulatory entities may impose lower limits for the credit ratings that NGET or securities issued by NGET must hold or the amount of equity within its capital structure, including a limit requiring NGET or securities issued by it to hold an investment-grade credit rating. In addition, some of NGET's regulatory arrangements impose restrictions on the way it can operate. These include regulatory requirements for NGET to maintain adequate financial resources and may restrict the ability of NGET to engage in certain transactions, including paying dividends, lending cash and levying charges. The inability to meet such requirements or the occurrence of any such restrictions may have a material adverse impact on NGET's business and financial condition.
NGET's debt agreements and banking facilities contain covenants, including those relating to the periodic and timely provision of financial information by the issuing entity, restrictions on disposals and financial covenants, such as minimum credit rating requirements. Failure to comply with these covenants, or to obtain waivers of those requirements, could in some cases trigger a right, at the lender's discretion, to require repayment of some of NGET's debt and may restrict NGET's ability to draw upon its facilities or access the capital markets.
Changes in foreign currency rates, interest rates or commodity prices could materially impact NGET's earnings or financial condition.
As part of NGET's ongoing capital expenditure requirements and investment projects, as well as projects planned under the ASTI programme, NGET is also exposed to currency fluctuations related to the purchase of equipment and components in currencies other than sterling. In addition, NGET's results of operations and net debt position may be affected because a significant proportion of its borrowings, derivative financial instruments and commodity contracts are affected by changes in interest rates, commodity price indices and exchange rates, in particular the dollar-to-sterling exchange rate. Furthermore, NGET's cash flow may be materially affected as a result of settling hedging arrangements entered into to manage its exchange rate, interest rate and commodity price exposure, or by cash collateral movements relating to derivative market values, which also depend on the sterling or U.S. dollar exchange rate into Euro and other currencies.
NGET may be required to make significant contributions to fund pension and other postretirement benefits.
NGET participates in pension schemes that cover substantially all of its employees. One such scheme is a defined benefit scheme where the scheme assets are held independently of NGET's own financial resources. Estimates of the amount and timing of future funding for the defined benefit scheme are based on actuarial assumptions and other factors including: the actual and projected market performance of the scheme assets; future long-term bond yields; average life expectancies; and relevant legal requirements. Actual performance of scheme assets may be affected by volatility in debt and equity markets. Changes in these assumptions or other factors may require NGET to make additional contributions to these pension schemes which, to the extent they are not recoverable under its price controls or state rate plans, could materially adversely affect NGET's results of operations and financial condition.
3 Factors which are material for the purpose of assessing the market risks associated with Instruments issued under the Programme
Risks related to the structure of certain types of Instruments which may be issued under the Programme
A wide range of Instruments may be issued under the Programme. A number of these Instruments may have features which contain particular risks for potential investors. Set out below is a description of certain such features:
The Issuer may issue Instruments that are callable, at the option of the Issuer, either at certain times or at any time during the life of the Instruments. An optional redemption feature is likely to limit the market value of Instruments. During any period when the relevant Issuer may elect to redeem Instruments, the market value of those Instruments generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.
Such Issuer may be expected to redeem Instruments when its cost of borrowing is lower than the interest rate on the Instruments. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Instruments being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.
The Issuer may issue Instruments with principal and/or interest determined by reference to an index derived from either (i) the RPI, (ii) the HICP, (iii) the CPI or (iv) the CPIH. Potential investors in such Instruments should be aware that:
The Issuer may issue Floating Rate Instruments, the interest rate on which fluctuates according to fluctuations in a specified interest rate benchmark. Reference rates and indices, including interest rate benchmarks used to determine the amounts payable under financial instruments or the value of such financial instruments ("Benchmarks") including (but not limited to) EURIBOR, have in recent years been the subject of political and regulatory scrutiny and reform globally. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such Benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Instruments linked to or referencing such a Benchmark.
Regulation (EU) 2016/1011 (the "EU BMR") was published in the Official Journal of the European Union on 29 June 2016 and became applicable in the EU from 1 January 2018. The EU BMR applies to the provision of Benchmarks, the contribution of input data to a Benchmark and the use of a Benchmark within the EU. It, among other things, (i) requires Benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevents certain uses by EU supervised entities of Benchmarks of administrators that are not authorised or registered (or, if non-EU based, not deemed equivalent or recognised or endorsed).
The UK BMR applies to the provision of Benchmarks, the contribution of input data to a Benchmark and the use of a Benchmark within the UK. It, among other things, (i) requires Benchmark administrators to be authorised or registered (or, if non-UK-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevents certain uses by UK supervised entities of Benchmarks of administrators that are not authorised or registered (or, if non-UK based, not deemed equivalent or recognised or endorsed).
The EU BMR and the UK BMR could have a material impact on any Instruments linked to or referencing a Benchmark, in particular, if the methodology or other terms of the Benchmark are changed in order to comply with the requirements of the EU BMR and/or the UK BMR. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of the Benchmark.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny of Benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a Benchmark and complying with any such regulations or requirements.
The potential elimination of any Benchmark, or changes in the manner of administration of any Benchmark, could require an adjustment to the Conditions, or result in other consequences, in respect of any Instruments linked to such Benchmark. Such factors may have the following effects on certain Benchmarks: (i) discourage market participants from continuing to administer or contribute to the Benchmark, (ii) trigger changes in the rules or methodologies used in the Benchmark or (iii) lead to the disappearance of the Benchmark. Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Instruments linked to or referencing a Benchmark.
Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the EU BMR and/or the UK BMR in making any investment decision with respect to any Instruments linked to or referencing a "benchmark".
In the EU, the euro risk-free rate working group for the euro area has published a set of guiding principles and high level recommendations for fallback provisions in, amongst other things, new Euro denominated cash products (including bonds) referencing EURIBOR. The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts (without robust fallback provisions) may increase the risk to the euro area financial system.
See also the risk factor headed, "Floating Rate Instruments – Benchmark Discontinuation and Benchmark Transition" below.
Investors should be aware that the market continues to develop in relation to risk-free rates, such as SONIA and SOFR, as reference rates in the capital markets and their adoption as alternatives to the relevant interbank offered rates.
SONIA and SOFR are relatively new rates, and their respective administrators may make methodological or other changes that could change the value such risk free rates, including changes related to the method by which such risk-free rates are calculated, eligibility criteria applicable to the transactions used to calculate such risk-free rate, or timing related to the publication of such rates. If the manner in which a risk-free rate is calculated is changed, that change may result in a reduction of the amount of interest payable on the relevant Instruments, which may adversely affect the trading prices of such Instruments. The administrator of such risk-free rates may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of the relevant risk-free rate, respectively, in its sole discretion and without notice and has no obligation to consider the interests of holders of the Instruments in calculating, withdrawing, modifying, amending, suspending or discontinuing the risk-free rates. In respect of any SONIA-referenced Instruments or SOFR-referenced Instruments for which the Rate of Interest is determined by reference to the SONIA Compounded Index or Compounded SOFR Index (as applicable), the SONIA Compounded Index or Compounded SOFR Index (as applicable) may be modified or discontinued and such SONIA-referenced Instruments or SOFR-referenced Instruments may bear interest by reference to a rate other than compounded SONIA or compounded SOFR (as applicable), which could adversely affect the value of any such SONIA-referenced Instruments or SOFR-referenced Instruments.
In addition, market conventions for calculating the interest rate for bonds referencing risk-free rates continue to develop and market participants and relevant working groups are exploring alternative reference rates based on risk-free rates. For example, on 3 August 2020, the Bank of England, as the administrator of SONIA, began publishing the SONIA Compounded Index. Accordingly, the specific formula for calculating the rate used in the Instruments may not be widely adopted by other market participants, if at all. Either Issuer may in the future also issue Instruments referencing riskfree rates that differ in terms of interest determination when compared with any previous Instruments referencing risk-free rate rates issued by it. If the market adopts a different calculation method, that could adversely affect the market value of Instruments.
Interest on Instruments which reference a risk-free rate is only capable of being determined immediately prior to the relevant Interest Payment Date. It may be difficult for investors in Instruments which reference risk-free rates to reliably estimate the amount of interest which will be payable on such Instruments. Further, if the Instruments become due and payable under Condition 10, or are otherwise redeemed early on a date which is not an Interest Payment Date, the Rate of Interest payable shall be determined on the date the Instruments became due and payable and shall not be reset thereafter.
Each risk-free rate is published and calculated by third parties based on data received from other sources and the relevant Issuer has no control over their respective determinations, calculations or publications. There can be no guarantee that the relevant risk-free rate (or SONIA Compounded Index or Compounded SOFR Index) will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in Instruments linked to or which reference a such risk-free rate (or that any applicable benchmark fallback provisions provided for in the Conditions will provide a rate which is economically equivalent for holders of Instruments). The Bank of England has no obligation to consider the interests of holders of Instruments in calculating, adjusting, converting, revising or discontinuing the relevant risk-free rate (or SONIA Compounded Index or Compounded SOFR Index). If the manner in which the relevant risk-free rate is calculated is changed, that change may result in a reduction of the amount of interest payable on such Instruments and the trading prices of such Instruments.
The market or a significant part thereof may adopt an application of risk-free rates that differs significantly from that set out in the Conditions and used in relation to Instruments that reference a risk-free rate. Investors should carefully consider how any mismatch between the adoption of such reference rates in the bond, loan and derivatives markets may impact any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of any Instruments.
(i) Regulation, reform, and the potential or actual discontinuation of the Canadian Overnight Repo Rate Average ("CORRA") may adversely affect the value of, return on and trading market for the Instruments.
CORRA may be the subject of national and international regulatory guidance and proposals for reform. These reforms may cause CORRA to perform differently than in the past or to be discontinued entirely and may have other consequences that cannot be predicted.
If the Issuer determines that CORRA has been permanently or indefinitely discontinued, in relation to any Instruments referencing CORRA the Issuer, the Calculation Agent or financial institution or investment bank appointed by the Issuer will determine an alternative rate and adjustments thereto in accordance with the Terms and Conditions.
If a Benchmark Event occurs in relation to CORRA, a waterfall of alternative rates could be used to determine the rate of interest on any Instruments referencing CORRA. Such fallback rates may not be a suitable replacement or successor for CORRA. If certain of the fallback rates are not available at the applicable interest determination date, the next alternative rate in the waterfall will be used. Uncertainty with respect to market conventions related to the calculation of these fallback rates and whether any alternative reference rate is a suitable replacement or successor for CORRA may adversely affect the value of, return on and trading market for any Instruments referencing CORRA, as applicable.
There is no assurance that the characteristics of any of the alternative rates for CORRA will be similar to those of CORRA prior to the date a Benchmark Event in relation to CORRA occurs, as applicable, or that any such alternative rate will produce the economic equivalent of such rates.
As a rate based on transactions secured by Government of Canada treasury bills and bonds, CORRA does not measure unsecured corporate credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of corporations. Further, multiple market conventions with respect to the implementation of CORRA as a base rate for floating rate Instruments or other securities may develop. The manner of calculation and related conventions with respect to the determination of interest rates based on CORRA in floating rate bond markets may differ materially compared with the manner of calculation and related conventions with respect to the determination of interest rates based on CORRA in other markets, such as the derivatives and loan markets. Uncertainty with respect to market conventions related to the implementation of CORRA may adversely affect the value of, return on and trading market for any Instruments referencing CORRA.
(iii) The administrator of CORRA may make methodological or other changes that could change the value of CORRA and may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of CORRA.
The Bank of Canada may make methodological or other changes that could change the value of CORRA, including changes related to the method by which CORRA is calculated, eligibility criteria applicable to the transactions used to calculate CORRA or timing related to the publication of CORRA. In addition, CORRA is published by the Bank of Canada based on data received from sources other than the Issuer, and the Issuer has no control over the methods of calculation, publication schedule, rate revision practices or availability of CORRA. If interest payable during a floating rate period of any Instruments references CORRA and the manner in which CORRA is calculated is changed, that change may result in a reduction of the amount of interest payable on such Instruments during such period, which may adversely affect the trading prices on such Instruments. The administrator of CORRA may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of CORRA in its sole discretion and without notice and has no obligation to consider the interests of holders of the Instruments or beneficial owners of interests in the Instruments in calculating, withdrawing, modifying, amending, suspending or discontinuing CORRA. Any of the factors noted above could adversely affect the rate of interest on Instruments linked to CORRA, which could adversely affect the return on, value of and market for the Instruments.
(i) Temporary unavailability of the Relevant Screen Page.
Where Screen Rate Determination is specified as the manner in which the Rate of Interest (or any component part thereof) (as defined in Condition 3.8) in respect of Floating Rate Instruments is to be determined and where the applicable reference rate is neither CORRA nor BBSW Rate, the Terms and Conditions provide that the Rate of Interest shall be determined by reference to the Relevant Screen Page (as defined in Condition 3.8) (or its successor or replacement). In circumstances where such Original Reference Rate (as defined in Condition 3.10.7) is discontinued, neither the Relevant Screen Page, nor any successor or replacement may be available, as to which see the risk factor headed "Floating Rate Instruments – Benchmark Discontinuation – (ii) Benchmark Events" below.
Where the Relevant Screen Page is not available and no successor or replacement for the Relevant Screen Page is available but a Benchmark Event has not occurred, the Terms and Conditions provide for the Rate of Interest to be determined by the Calculation Agent by reference to quotations from banks communicated to the Calculation Agent.
Where such quotations are not available (as may be the case if the relevant banks are not submitting rates for the determination of such Original Reference Rate) but a Benchmark Event has not occurred, the Rate of Interest may ultimately revert to the Rate of Interest applicable as at the last preceding Interest Determination Date (as defined in Condition 3.8). Uncertainty as to the continuation of the Original Reference Rate, the availability of quotes from reference banks, and the rate that would be applicable if the Original Reference Rate is discontinued may adversely affect the value of, and return on, the Floating Rate Instruments.
Benchmark Events (as defined in Condition 3.10.7) include (amongst other events) the permanent discontinuation of an Original Reference Rate. If the Issuer determines that a Benchmark Event has occurred, the Issuer shall use its reasonable endeavours to appoint an Independent Adviser (as defined in Condition 3.10.7). After consulting with the Independent Adviser, the Issuer shall endeavour to determine a Successor Rate or, failing which, an Alternative Rate (each as defined in Condition 3.10.7) to be used in place of the Original Reference Rate. If the Issuer is unable to appoint an Independent Adviser it may make such determinations and adjustments by itself and in making such determinations and adjustments, the Issuer may be entitled to exercise substantial discretion.
Furthermore, if a Successor Rate or Alternative Rate for the Original Reference Rate is determined by the Issuer, the Terms and Conditions provide that the Issuer may vary the Terms and Conditions, the Agency Agreement and/or the Trust Deed as necessary to ensure the proper operation of such Successor Rate or Alternative Rate, without any requirement for consent or approval of the Instrumentholders.
If a Successor Rate or Alternative Rate is determined by the Issuer, the Terms and Conditions also provide that an Adjustment Spread (as defined in Condition 3.10.7) may be determined by the Issuer and applied to such Successor Rate or Alternative Rate.
The use of any Successor Rate or Alternative Rate to determine the Rate of Interest and the application of any Adjustment Spread (or the non-application of an Adjustment Spread in these circumstances) may result in the Instruments performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to apply in its current form.
The Issuer may not be able to determine a Successor Rate or Alternative Rate in accordance with the Terms and Conditions of the Instruments.
Where the Issuer is unable to appoint an Independent Adviser in a timely manner, or is unable to determine a Successor Rate or Alternative Rate before the next Interest Determination Date, the Rate of Interest for the next succeeding Interest Accrual Period (as defined in Condition 3.8) will be the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, or, where the Benchmark Event occurs before the first Interest Determination Date, the Rate of Interest will be the initial Rate of Interest.
Where the Issuer has been unable to determine a Successor Rate or Alternative Rate in respect of any given Interest Accrual Period, it will continue to attempt to appoint an Independent Adviser as soon as reasonably practicable before the next succeeding Interest Determination Date and/or to determine a Successor Rate or Alternative Rate to apply to the next succeeding and any subsequent Interest Accrual Periods, as necessary, together with any Adjustment Spread which may be applied as set out above.
Applying the initial Rate of Interest, or the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event is likely to result in Instruments linked to or referencing the relevant benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if the relevant benchmark were to continue to apply, or if a Successor Rate or Alternative Rate could be determined.
Due to the uncertainty concerning the availability of Successor Rates and Alternative Rates, the involvement of an Independent Adviser and the potential for further regulatory developments, there is a risk that the relevant fallback provisions may not operate as intended at the relevant time.
If the Issuer fails to determine a Successor Rate or Alternative Rate for the life of the relevant Instruments, the initial Rate of Interest, or the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, will continue to apply to maturity. This risks the Floating Rate Instruments, in effect, becoming fixed rate Instruments.
(iv) Benchmark Transition
Where the applicable reference rate for the Instruments is SOFR Benchmark, if the Issuer or its designee determines that a Benchmark Transition Event or its related Benchmark Replacement Date have occurred with respect to the-then current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Instruments in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Transition Events (as defined in Condition 3.11) include (amongst other events) the permanent discontinuation of a Benchmark which initially refers to SOFR.
The use of any Benchmark Replacement to determine the Rate of Interest and the application of any Benchmark Replacement Adjustment (or the non-application of a Benchmark Replacement Adjustment in these circumstances) may result in the Instruments performing differently (which may include payment of a lower Rate of Interest) than they would do if the original Benchmark were to continue to apply in its current form.
Where the original benchmark for any Floating Rate Instrument is the BBSW Rate, the provisions contained in Condition 3.2.3(c) applying to Floating Rate Instruments distinguish between temporary and permanent triggers affecting the BBSW Rate.
If a Temporary Disruption Trigger occurs in respect of the BBSW Rate, the interest rate for any day on which that Temporary Disruption Trigger is continuing will be the interest rate determined in accordance with the Temporary Disruption fallback which provides that, in the first instance, preference will be given to the Administrator Recommended Rate (which is a rate formally recommended for use as the replacement for the BBSW Rate by the Administrator). The second preference will be given to the Supervisor Recommended Rate (which is a rate formally recommended for use as the replacement for the BBSW Rate by the Supervisor). Finally, preference will be given to the Final Fallback Rate.
In the event that a Permanent Discontinuation Trigger occurs in respect of the BBSW Rate, the rate for any BBSW Interest Determination Date which occurs on or following the applicable Permanent Fallback Effective Date will be the Fallback Rate which is determined in accordance with the Permanent Discontinuation fallback and which may be AONIA.
Instrumentholders should be aware that whilst the BBSW Rate is based on a forward-looking basis and on observed bid and offer rates for Australian prime bank eligible securities (which rates may incorporate a premium for credit risk), AONIA is an overnight, risk free cash rate and will be applied to calculate interest by compounding observed rates in arrears and the application of a spread adjustment. There can be no assurance that AONIA as described above will produce the economic equivalent of the BBSW Rate.
(v) ISDA Determination.
Where ISDA Determination is specified as the manner in which the Rate of Interest in respect of Floating Rate Instruments is to be determined, the Terms and Conditions provide that the Rate of Interest in respect of the Instruments shall be determined by reference to the relevant Floating Rate Option in the 2006 ISDA Definitions. Where the Floating Rate Option specified is an "IBOR" Floating Rate Option, the Rate of Interest may be determined by reference to the relevant screen rate or the rate determined on the basis of quotations from certain banks. If the relevant IBOR is permanently discontinued and the relevant screen rate or quotations from banks (as applicable) are not available, the operation of these provisions may lead to uncertainty as to the Rate of Interest that would be applicable, and may, adversely affect the value of, and return on, the relevant Floating Rate Instruments.
The Issuer may issue Fixed/Floating Rate Instruments under the Programme which bear interest at a rate that the relevant Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Such Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Instruments since such Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If such Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Instruments may be less favourable than the prevailing spreads on comparable Floating Rate Instruments tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Instruments. If such Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than the prevailing rates on its Instruments.
The Issuer may issue Zero Coupon Instruments or interest paying Instruments which are issued at a discount, and may issue Instruments at a premium to par. The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
The Issuer may issue Instruments in any currency. The relevant Issuer will pay principal and interest on the Instruments in the Specified Currency. This presents certain risks relating 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 exchange rates may significantly change (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 exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currencyequivalent 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.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the relevant Issuer to make payments in respect of the Instruments. As a result, investors may receive less interest or principal than expected, or no interest or principal at all.
The Issuer may issue Instruments which pay a fixed rate of Interest. Investment in Fixed Rate Instruments involves the risk that if market interest rates increase during the life of the Instruments (for example, if the prevailing bank interest rate in the relevant investor's jurisdiction were to increase), this could result in the rate of interest for the time being payable under the terms of the Instruments becoming relatively less attractive which may in turn adversely affect the value of Fixed Rate Instruments.
Instruments issued as "green", "sustainable" or other equivalently-labelled bonds ("Eligible Bonds") may not be a suitable investment for all investors seeking exposure to eligible assets The relevant Final Terms relating to any specific Tranche of Instruments may provide that it will be the Issuer's intention to apply the proceeds from an offer of those Instruments specifically for a portfolio of eligible green projects ("Eligible Projects") as described in the May 2025 green financing framework (the "Green Financing Framework") published on National Grid's website at https://www.nationalgrid.com/investors/debt-investors/green-financing and as updated from time to time. Prospective investors should have regard to the information set out in this Prospectus, the relevant Final Terms and the Green Financing Framework regarding such use of proceeds and must determine for themselves the relevance of such information for the purpose of any investment in such Instruments together with any other investigation such investor deems necessary. In connection with the issuance of Eligible Bonds, Moody's has evaluated the Green Financing Framework and has issued an independent opinion confirming that the Eligible Green Projects described in the Green Financing Framework are aligned with the International Capital Market Association Green Bond Principles 2021 (the "ICMA Green Bond Principles 2021"). For the avoidance of doubt, neither the Green Financing Framework, nor the Moody's independent opinion, nor the content of any of the websites referenced in this risk factor are, or shall be deemed to, constitute a part of nor are incorporated into this Prospectus.
No assurance is given by the Issuer or any Dealer that the use of such proceeds for any Eligible Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any projects or uses, the subject of or related to, any Eligible Projects. None of the Dealers shall be responsible for the ongoing monitoring of the use of proceeds in respect of any such Instruments.
The definition (legal, regulatory or otherwise) of, and market consensus as to what constitutes or may be classified as "green" or "sustainable" or an equivalently-labelled project and the requirements for a particular project to be defined as "green" or "sustainable" or such other equivalent label continue to develop and evolve, and different organisations may develop definitions or labels that are different from, and may be incompatible with, those set by other organisations. No assurance can be given that a clear definition, label or consensus will develop over time.
A basis for the determination for such a definition has been established in the European Union with the publication in the Official Journal of the EU on 22 June 2020 of Regulation (EU) No. 2020/852 of the European Parliament and of the Council of 18 June 2020 (as amended, the "EU Taxonomy Regulation") on the establishment of a framework to facilitate sustainable investment (the "EU Sustainable Finance Taxonomy"). The EU Sustainable Finance Taxonomy is subject to further development by way of the implementation by the European Commission through delegated regulations of technical screening criteria for the environmental objectives set out in the EU Sustainable Finance Taxonomy. Further, Regulation (EU) 2023/2631 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainabilitylinked bonds was published in the Official Journal of the European Union on 30 November 2023 (as amended, the "EU Green Bond Regulation"). The EU Green Bond Regulation, which became applicable from 21 December 2024, introduces a voluntary label (the "European Green Bond Standard") for issuers of "green" use of proceeds bonds where the proceeds will be invested in economic activities aligned with the EU Sustainable Finance Taxonomy. Instruments issued under this Programme will not be aligned with such European Green Bond Standard and are intended to comply with the criteria and processes set out in the Green Financing Framework only. It is not clear at this stage the impact which the European Green Bond Standard may have on investor demand for, and pricing of, green use of proceeds bonds that do not meet such standard. It could reduce demand and liquidity for the relevant Instruments and their price.
In light of the continuing development of legal, regulatory and market convention in the green and sustainable market, no assurance is or can be given to investors that any project(s) or use(s) the subject of, or related to, any Eligible Projects will comply with any taxonomy established under the EU Taxonomy Regulation or otherwise meet any or all investor expectations regarding such "green", "sustainable" or equivalent labels (including the European Green Bond Standard) or any requirements of such labels as they may evolve from time to time or that any adverse environmental, social and/or other impacts will not occur during the implementation of any project(s) or use(s) the subject of, or related to, any Eligible Projects.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuer) which may be made available in connection with the issue of any Instruments and in particular with any Eligible Projects to fulfil any environmental, sustainability, social and/or other criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall be deemed to be, incorporated in and/or form part of this Prospectus. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold any such Instruments. Any such opinion or certification is only current as at the date that opinion was initially issued. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in such Instruments. Currently, the providers of such opinions and certifications are not subject to any specific regulatory or other regime or oversight.
In the event that any such Instruments are listed or admitted to trading on any dedicated "green", "environmental", "sustainable" or other equivalently-labelled segment of any stock exchange or securities market (whether or not regulated), no representation or assurance is given by the Issuer or any other person that such listing or admission satisfies, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any projects or uses, the subject of or related to, any Eligible Projects. Furthermore, it should be noted that the criteria for any such listings or admission to trading may vary from one stock exchange or securities market to another. Nor is any representation or assurance given or made by the Issuer or any other person that any such listing or admission to trading will be obtained in respect of any such Instruments or, if obtained, that any such listing or admission to trading will be maintained during the life of the Instruments.
While it is the intention of the Issuer to apply the proceeds of any Instruments so specified for Eligible Projects in, or substantially in, the manner described in the relevant Final Terms, there can be no assurance that the relevant project(s) or use(s) the subject of, or related to, any Eligible Projects will be capable of being implemented in, or substantially in, such manner and/or in accordance with any timing schedule and that accordingly such proceeds will be totally or partially disbursed for such Eligible Projects. Nor can there be any assurance that such Eligible Projects will be completed within any specified period or at all or with the results or outcome (whether or not related to the environment) as originally expected or anticipated by the Issuer. Any such event or failure by the Issuer will not constitute an Event of Default under the Instruments.
Any such event or failure to apply the proceeds of any issue of Instruments for any Eligible Projects as aforesaid and/or withdrawal of any such opinion or certification or any such opinion or certification attesting that the Issuer is not complying in whole or in part with any matters for which such opinion or certification is opining or certifying on and/or any such Instruments no longer being listed or admitted to trading on any stock exchange or securities market as aforesaid may have a material adverse effect on the value of such Instruments and also potentially the value of any other Instruments which are intended to finance Eligible Projects and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose.
Set out below is a description of material risks relating to the Instruments generally:
The Terms and Conditions of the Instruments contain provisions for calling meetings (including meetings held by way of audio or video conference) of Instrumentholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Instrumentholders including Instrumentholders who did not attend (or participate remotely in) and vote at the relevant meeting and Instrumentholders who voted in a manner contrary to the majority.
The Terms and Conditions of the Instruments also provide that the Trustee may, without the consent of Instrumentholders, agree to (a) any modification of any of the provisions of the Trust Deed or the Australian Deed Poll that is of a formal, minor or technical nature or is made to correct a manifest error; (b) any other modification (except as mentioned in the Trust Deed or the Australian Deed Poll), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed or the Australian Deed Poll that is in the opinion of the Trustee not materially prejudicial to the interests of the Instrumentholders; (c) any Benchmark Amendments (as defined in the Conditions) required by the Issuer pursuant to Condition 3.10.1 or 3.10.4; or (d) any Benchmark Replacement Conforming Changes (as defined in the Conditions) required by the Issuer pursuant to Condition 3.11; or (e) the substitution of another company as principal debtor under any Instruments in place of the relevant Issuer, in the circumstances described in Condition 11 of the Terms and Conditions of the Instruments.
The Terms and Conditions of the Instruments except Australian Domestic Instruments are based on English law in effect as at the date of issue of the relevant Instruments. The Terms and Conditions of the Australian Domestic Instruments are governed by and shall be construed in accordance with the laws in force in New South Wales, Australia, save that the provisions of Condition 9 (Events of Default) shall be interpreted so as to have the same meaning as they would have if they were governed by English law. No assurance can be given as to the impact of any possible judicial decision or change to English or Australian law, as the case may be, or to administrative practice after the date of issue of the relevant Instruments and any such change could materially adversely impact the value of any investments affected by it.
The Instruments are issued in the Specified Denomination shown in the relevant Final Terms. Such Final Terms may also state that the Instruments will be tradable in the Specified Denomination and integral multiples in excess thereof but which are smaller than the Specified Denomination. Where such Instruments are traded in the clearing systems, it is possible that the clearing systems may process trades which could result in amounts being held in denominations smaller than the Specified Denomination.
If Definitive Instruments are required to be issued in relation to such Instruments, a holder who does not hold a principal amount of Instruments at least equal to the Specified Denomination in his account at the relevant time, may not receive all of his entitlement in the form of Definitive Instruments and, consequently, may not be able to receive interest or principal in respect of all of his entitlement, unless and until such time as his holding becomes at least equal to the Specified Denomination.
Instruments may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. If a Tranche of Instruments is issued to a single investor or a limited number of investors, this may result in an even more illiquid or volatile market in such Instruments. 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 rates, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Instruments generally 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.
One or more independent credit rating agencies may assign credit ratings to an issue of Instruments. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Instruments. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.
Instruments issued by National Grid under the Programme are expected to be rated BBB by S&P, BBB by Fitch and Baa2 by Moody's; and Instruments issued by NGET under the Programme are expected to be rated BBB+ by S&P, A- by Fitch and Baa1 by Moody's.
S&P is not established in the UK but the rating it is expected to give to the Instruments issued by National Grid or NGET under the Programme will be endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation. S&P is established in the European Union and registered under Regulation (EC) No 1060/2009 (the "EU CRA Regulation"). Fitch and Moody's are established in the UK and registered under the UK CRA Regulation. Fitch Ratings Ireland Limited currently endorses ratings issued by Fitch and Moody's Deutschland GmbH currently endorses ratings issued by Moody's for regulatory purposes in the EEA in accordance with the EU CRA Regulation. Moody's Deutschland GmbH is established in Germany and Fitch Ratings Ireland Limited is established in Ireland and each has been registered under the EU CRA Regulation. There can be no assurance that S&P Global Ratings UK Limited, Fitch Ratings Ireland Limited and Moody's Deutschland GmbH will continue to endorse ratings issued by S&P, Fitch and Moody's, respectively.
In general, UK regulated investors are restricted under the UK CRA Regulation from using ratings for regulatory purposes in the UK unless such ratings are issued by a credit rating agency established in the UK and registered under the UK CRA Regulation (and such registration has not been withdrawn or suspended). Such general restriction will also apply in the case of ratings issued by non-UK rating agencies, unless the relevant ratings are endorsed by a UK-registered rating agency or the relevant non-UK rating agency is certified in accordance with the UK CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published on the FCA register in accordance with the UK CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated FCA register.
Similarly, EEA regulated investors are restricted under the EU CRA Regulation from using ratings for regulatory purposes in the EEA unless such ratings are issued by a rating agency established in the EEA and registered under the EU CRA Regulation (and such registration has not been withdrawn or suspended). Such general restriction will also apply in the case of ratings issued by non-EEA rating agencies, unless the relevant ratings are endorsed by an EEA-registered rating agency or the relevant non-EEA rating agency is certified in accordance with the EU CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published on the European Securities and Markets Authority ("ESMA") register in accordance with the EU CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA register.
If the status of the rating agency rating the Instruments changes for the purposes of the UK CRA Regulation or the EU CRA Regulation, UK and/or EEA regulated investors may no longer be able to use the rating for regulatory purposes in the UK or the EEA, as applicable, which may impact the value of the Instruments and their liquidity in the secondary market.
Each Base Prospectus and Listing Particulars should be read and construed in conjunction with:
each of which have been previously published or are published simultaneously with this Prospectus and which have been approved by the FCA or filed with it. Such documents shall be deemed to be incorporated in, and form part of the relevant Base Prospectus and the relevant Listing Particulars, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of the relevant Base Prospectus and the relevant Listing Particulars to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the relevant Base Prospectus or the relevant Listing Particulars. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus.
Those parts of the Annual Reports and Accounts for each of National Grid and NGET for the financial years ended 31 March 2024 and 31 March 2025, as applicable, and those parts of the listing particulars and prospectuses dated 2 August 2011, 10 September 2012, 2 August 2018, 30 July 2019, 7 August 2020, 16 August 2021 and 11 August 2022 which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the Instruments or the relevant information is included elsewhere in this Prospectus.
The tables below set out the page number references for certain sections of the Annual Reports and Accounts of each of NGET and National Grid, as the case may be, for the financial years ended 31 March 2024 and 31 March 2025 (as applicable). The sections denoted by these page number references are incorporated by reference herein:
| 2024 | 2025 | |
|---|---|---|
| 127-128 | 162- | |
| Consolidated income statement | 163 | |
| Consolidated statement of comprehensive income | 129 | 164 |
| Consolidated statement of changes in equity | 130 | 165 |
| Consolidated statement of financial position | 131 | 166 |
| Consolidated cash flow statement | 132 | 167 |
| 133-211 | 168- | |
| Notes to the consolidated financial statements | 247 | |
| 117-126 | 153- | |
| Independent Auditors' Report | 161 | |
| 242-256 | 279- | |
| Alternative Performance Measures/Non-IFRS Reconciliations | 294 |
| 2024 | 2025 | |
|---|---|---|
| Consolidated income statement | 50 | 51 |
| Consolidated statement of comprehensive income | 51 | 52 |
| Consolidated statement of changes in equity | 53 | 54 |
| Consolidated statement of financial position | 52 | 53 |
| Consolidated cash flow statement | 54 | 55 |
| Notes to the consolidated financial statements | 55- 101 |
56- 104 |
| Independent Auditors' Report | 42- 49 |
43- 50 |
| 27- | 35- | |
| Financial review | 30 | 38 |
In respect of any Instruments to be listed on the Market, if at any time an Issuer shall be required to prepare a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation ("Supplemental Prospectus"), such Issuer will prepare and make available to the public an appropriate amendment or supplement to this Prospectus which shall constitute a Supplemental Prospectus as required by the FCA and Article 23 of the UK Prospectus Regulation.
In respect of any PSM Instruments, if at any time any of the Issuers shall be required to prepare supplementary listing particulars pursuant to Section 81 of the FSMA, such Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus which, in respect of any subsequent issue of PSM Instruments, shall constitute supplementary listing particulars as required by the FCA and Section 81 of the FSMA.
The following is the text of the terms and conditions which, save for the text in italics and subject to completion by Part A of the relevant Final Terms, will be endorsed on the Instruments in definitive form (if any) issued in exchange for the Global Instrument(s) representing each Series and incorporated by reference into each Australian Domestic Instrument. Either (a) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (b) these terms and conditions as so completed (and subject to simplification by the dis-application of non-applicable provisions), shall be endorsed on such Definitive Instruments. All capitalised terms which are not defined in these Conditions will have the meanings given to them in the Trust Deed or Part A of the relevant Final Terms. Those definitions will be endorsed on the Definitive Instruments and incorporated by reference into each Australian Domestic Instrument. In the case of PSM Instruments issued under the Programme, references to the Final Terms in these Conditions shall be construed as references to the Pricing Supplement.
References in these terms and conditions (the "Conditions") to "Instruments" (as defined below) are to the Instruments of one Series only of the relevant Issuer (as defined below), not to all Instruments that may be issued under the Programme.
National Grid plc ("National Grid") and National Grid Electricity Transmission plc ("NGET") (each an "Issuer" and together, the "Issuers") have established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to Euro 20,000,000,000 in aggregate principal amount of debt instruments (the "Instruments"). The Instruments, other than the Australian Domestic Instruments (as defined below), are constituted by a Trust Deed (as amended or supplemented from time to time, the "Trust Deed") dated 19 August 2025 between the Issuers and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Instrumentholders (as defined below). These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Definitive Instruments, Coupons and Talons referred to below. An Agency Agreement (as amended or supplemented from time to time, the "Agency Agreement") dated 11 August 2022 has been entered into in relation to the Instruments (other than the Australian Domestic Instruments) between the Issuers, the Trustee, The Bank of New York Mellon, London Branch as initial issuing and paying agent and the other agent(s) named in it. The issuing and paying agent, the paying agent(s) and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Issuing and Paying Agent", the "Paying Agents" (which expression shall include the Issuing and Paying Agent) and the "Calculation Agent(s)".
Instruments (the "Australian Domestic Instruments") may be issued under a deed poll (as amended or supplemented from time to time, the "Australian Deed Poll") dated 10 September 2012 made by the Issuers in favour of the Trustee and the holders of those Instruments. The provisions of these Conditions relating to Coupons and Talons (each as defined below) do not apply to Australian Domestic Instruments. An agency and registry agreement (as amended or supplemented from time to time, the "Australian Agency and Registry Agreement") dated 10 September 2012 has been entered into in relation to the Australian Domestic Instruments between the Issuers and BTA Institutional Services Australia Ltd as issuing and paying agent and registrar (the "Australian Issuing and Paying Agent" and the "Australian Registrar"). The Australian Registrar will maintain a register of holders of the Australian Domestic Instruments (the "Australian Register"). References in these terms and conditions to the Agent and the Paying Agent and the Agency Agreement shall, in relation to the Australian Domestic Instruments, be a reference to the Australian Issuing and Paying Agent and the Australian Agency and Registry Agreement respectively.
Copies of the Trust Deed, the Agency Agreement and the Australian Agency and Registry Agreement are available for inspection upon reasonable request during usual business hours at the registered office of the Trustee (as at 19 August 2025 at Eighth Floor, 100 Bishopsgate, London EC2N 4AG) and at the specified offices of the Paying Agents.
The Instrumentholders, the holders of the interest coupons (the "Coupons") appertaining to interest bearing Instruments and, where applicable in the case of such Instruments, talons for further Coupons (the "Talons") (the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions of the Agency Agreement applicable to them.
The Instruments are issued in:
as specified in the relevant Final Terms.
Instruments of one Specified Denomination are not exchangeable for Instruments of another Specified Denomination. Australian Domestic Instruments may not be exchanged for Instruments in bearer form and Instruments in bearer form may not be exchanged for Australian Domestic Instruments.
This Instrument is a Fixed Rate Instrument, a Floating Rate Instrument, a Zero Coupon Instrument, an Index Linked Interest Instrument or an Index Linked Redemption Instrument or a combination of any of the preceding, depending upon the Interest and Redemption/Payment Basis specified in the relevant Final Terms.
Instruments are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Instruments in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Talons may be required if more than twenty seven coupon payments are to be made with regards to the relevant Instruments.
Title to the Instruments and Coupons and Talons shall pass by delivery and except as ordered by a court of competent jurisdiction or as required by law, the Issuer and the Paying Agents shall be entitled to treat the bearer of any Instrument, Coupon or Talon as the absolute owner of that Instrument, Coupon or Talon, as the case may be, and shall not be required to obtain any proof of ownership as to the identity of the bearer.
In these Conditions, "Instrumentholder" means the bearer of any Instrument of one Series only of an Issuer, "holder" (in relation to an Instrument, Coupon or Talon) means the bearer of any Instrument, Coupon or Talon and capitalised terms have the meanings given to them herein, the absence of any such meaning indicating that such term is not applicable to the Instruments.
In the case of Australian Domestic Instruments, the following provisions apply and prevail over the foregoing provisions of this Condition 1 to the extent of any inconsistency.
Australian Domestic Instruments will be debt obligations of the Issuer constituted by the Australian Deed Poll and will take the form of entries in the Australian Register to be established and maintained by the Australian Registrar in Sydney, or such other place specified in the relevant Final Terms agreed by the Issuer with the Australian Registrar. The relevant Issuer will arrange for the Australian Registrar to maintain the Australian Register so as to show at all times such details of the Instrumentholders and the Australian Domestic Instruments as are required to be shown on the Australian Register by or for the effective operation of these Conditions or by law or which the relevant Issuer and Australian Registrar determine should be shown in the Australian Register. Although Australian Domestic Instruments will not be constituted by the Trust Deed, Australian Domestic Instruments will have the benefit of, and be issued subject to, certain other provisions of the Trust Deed. The Agency Agreement is not applicable to Australian Domestic Instruments. In relation to Australian Domestic Instruments, the expression "Instrumentholder" or "holder" means a person (or persons) whose name is for the time being entered in the Australian Register as the holder of an Australian Domestic Instrument. For the avoidance of doubt, where an Australian Domestic Instrument is entered into the Austraclear System, the expressions "Instrumentholder" or "holder" in respect of that Australian Domestic Instrument means Austraclear as operator of the Austraclear System.
Australian Domestic Instruments will not be serially numbered, unless otherwise agreed with the Australian Registrar. Each entry in the Australian Register constitutes a separate and individual acknowledgement to the Trustee on behalf of, and to, the relevant Instrumentholder of the indebtedness of the relevant Issuer to the Trustee on behalf of, and to, the relevant Instrumentholder. The obligations of the relevant Issuer in respect of each Australian Domestic Instrument constitute separate and independent obligations which the Instrumentholder and the Trustee are entitled to enforce in accordance with (and subject to) these Conditions, the Trust Deed and the Australian Deed Poll. No certificate or other evidence of title will be issued by or on behalf of the relevant Issuer to evidence title to an Australian Domestic Instrument unless the relevant Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation.
No Australian Domestic Instrument will be registered in the name of more than four persons. Australian Domestic Instruments registered in the name of more than one person are held by those persons as joint tenants. Australian Domestic Instruments will be registered by name only, without reference to any trusteeship and an entry in the Australian Register in relation to an Australian Domestic Instrument constitutes conclusive evidence that the person so entered is the absolute owner of such Instrument, subject to rectification for fraud or error.
Title to an Australian Domestic Instrument and all rights and entitlements arising by virtue of the Australian Deed Poll or the Trust Deed in respect of that Australian Domestic Instrument vest absolutely in the registered owner of the Australian Domestic Instrument, subject to rectification of the Australian Register for fraud or error, such that no person who has previously been registered as the owner of the Australian Domestic Instrument has or is entitled to assert against the Issuer or the Australian Registrar or the registered owner of the Australian Domestic Instrument for the time being and from time to time any rights, benefits or entitlements in respect of the Australian Domestic Instrument.
Australian Domestic Instruments may be transferred in whole but not in part. Australian Domestic Instruments will be transferred by duly completed and (if applicable) stamped transfer and acceptance forms in the form specified by, and obtainable from, the Australian Registrar or by any other manner approved by the Issuer and the Australian Registrar. Australian Domestic Instruments entered in the Austraclear System (as defined below) will be transferable only in accordance with the Austraclear Regulations (as defined below).
Unless the Australian Domestic Instruments are lodged in the Austraclear System, application for the transfer of Australian Domestic Instruments must be made by the lodgement of a transfer and acceptance form with the Australian Registrar. Each transfer and acceptance form must be accompanied by such evidence (if any) as the Australian Registrar may require to prove the title of the transferor or the transferor's right to transfer the Australian Domestic Instruments and must be signed by both the transferor and the transferee.
The transferor of an Australian Domestic Instrument is deemed to remain the holder of that Australian Domestic Instrument until the name of the transferee is entered in the Australian Register in respect of that Australian Domestic Instrument. Transfers will not be registered later than eight days prior to the Maturity Date of the Australian Domestic Instrument.
Australian Domestic Instruments may only be transferred within, to or from Australia if:
A transfer to an unincorporated association is not permitted.
Transfers will be registered without charge provided taxes, duties or other governmental charges (if any) imposed in relation to the transfer have been paid.
A person becoming entitled to an Australian Domestic Instrument as a consequence of the death or bankruptcy of a Holder or of a vesting order or a person administering the estate of a Holder may, upon producing such evidence as to that entitlement or status as the Australian Registrar considers sufficient, transfer the Australian Domestic Instrument or, if so entitled, become registered as the holder of the Australian Domestic Instrument.
Where the transferor executes a transfer of less than all Australian Domestic Instruments registered in its name, and the specific Australian Domestic Instruments to be transferred are not identified, the Australian Registrar may register the transfer in respect of such of the Australian Domestic Instruments registered in the name of the transferor as the Australian Registrar thinks fit, provided the aggregate principal amount of the Australian Domestic Instruments registered as having been transferred equals the aggregate principal amount of the Australian Domestic Instruments expressed to be transferred in the transfer.
In this Condition 1:
"Austraclear" means Austraclear Limited (ABN 94 002 060 773).
"Austraclear Regulations" means the rules and regulations established by Austraclear (as amended or replaced from time to time) to govern the use of the Austraclear System.
"Austraclear System" means the system operated by Austraclear for holding securities and the electronic recording and settling of transactions in those securities between members of that system.
The Instruments and the Coupons relating to them constitute direct, unconditional and unsecured obligations of the Issuer and rank pari passu without any preference or priority among themselves. The payment obligations of the Issuer under the Instruments and Coupons shall, subject to such exceptions as are from time to time applicable under the laws of England and, in relation to Instruments issued by National Grid, as provided in Condition 2.2, rank equally with all other present and future unsecured obligations (other than subordinated obligations, if any) of the Issuer.
So long as any Instrument or Coupon of National Grid remains outstanding (as defined in the Trust Deed) National Grid will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest ("Security") upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Indebtedness, or any guarantee of or indemnity in respect of any Relevant Indebtedness unless, at the same time or prior thereto, National Grid's obligations under the Instruments, the Coupons and the Trust Deed (a) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, in each case to the satisfaction of the Trustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Instrumentholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Instrumentholders.
For the purposes of these Conditions, "Relevant Indebtedness" means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which (in each case, with the agreement of the Issuer) is quoted, listed or ordinarily dealt in on any stock exchange.
Each Fixed Rate Instrument bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 3.6.
If a Fixed Coupon Amount or a Broken Amount is specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount, or, if applicable, the Broken Amount so specified and in the case of a Broken Amount will be payable on the particular Interest Payment Date(s) specified in the relevant Final Terms.
In the case of Hong Kong dollar-denominated Notes and if Payment Date Adjustment is specified as applicable in the relevant Final Terms where any Interest Payment Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day.
Each Floating Rate Instrument and Index Linked Interest Instrument bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 3.6. Such Interest Payment Date(s) is/are either specified in the relevant Final Terms as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are specified in the relevant Final Terms, Interest Payment Date shall mean each date which falls the number of months or other period specified in the relevant Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
If any date which is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is (a) the Floating Rate Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (b) the Following Business Day Convention, such date shall be postponed to the next day which is a Business Day, (c) the Modified Following Business Day Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day or (d) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
The Rate of Interest in respect of Floating Rate Instruments for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and the provisions below relating to either ISDA Determination, Screen Rate Determination or BBSW Rate Determination shall apply, depending upon which is specified in the relevant Final Terms.
For the purposes of this sub-paragraph (a), "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and "Swap Transaction" have the meanings given to those terms in the ISDA Definitions.
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at (1) 11:00 a.m. Brussels time, in the case of EURIBOR ("EURIBOR"); or (2) 11:00 a.m. Hong Kong time, in the case of HKD-HIBOR-HIBOR=; or (3) 11:00 a.m. Frankfurt time, in the case of EUR-ISDA-EURIBOR Swap Rate-11:00, on the Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.
quotations, subject as provided below, the Rate of Interest shall be (1) in case the Reference Rate is EURIBOR, the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the Euro-zone inter-bank market or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in the Euro-zone inter-bank market; (2) in case the Reference Rate is EUR-ISDA-EURIBOR Swap Rate-11:00, the rate shall be the arithmetic mean of the mid-market annual swap rate quotations provided by the principal office of each of the Reference Banks, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); and (3) in the case of HKD-HIBOR-HIBOR, the arithmetic mean of the quotations as communicated to (and at the request of) the Calculation Agent by major banks in Hong Kong, for loans in Hong Kong Dollars to leading European banks for a period of the applicable maturity as at approximately 11:00 a.m. Hong Kong time, provided that, (x) if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (y) if there is no such preceding Interest Determination Date, the initial Rate of Interest applicable to such Notes on the Interest Commencement Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).
of Interest for each Interest Accrual Period shall be the sum of the Margin and the BBSW Rate as specified in the relevant Final Terms.
then the Benchmark Rate for an Interest Accrual Period, whilst such Temporary Disruption Trigger is continuing or after a Permanent Discontinuation Trigger has occurred, means (in the following order of application and precedence):
When calculating an amount of interest in circumstances where a Fallback Rate other than the Final Fallback Rate applies, that interest will be calculated as if references to the BBSW Rate or AONIA Rate (as applicable) were references to that Fallback Rate. When calculating interest in circumstances where the Final Fallback Rate applies, the amount of interest will be calculated on the same basis as if the Applicable Benchmark Rate in effect immediately prior to the application of that Final Fallback Rate remained in effect but with necessary adjustments to substitute all references to that Applicable Benchmark Rate with corresponding references to the Final Fallback Rate.
If the relevant Series of Instruments become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to be the date on which such Instruments became due and payable and the Rate of Interest on such Instruments shall, for so long as any such Instrument remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly.
(C) Definitions:
In this Condition 3.2.3(c), the following terms have the following meanings:
"Adjustment Spread" means the adjustment spread as at the Adjustment Spread Fixing Date (which may be a positive or negative value or zero and determined pursuant to a formula or methodology) that is:
"Adjustment Spread Fixing Date" means the first date on which a Permanent Discontinuation Trigger occurs with respect to the BBSW Rate;
"Administrator" means:
(c) in respect of any other Applicable Benchmark Rate, the administrator for that rate or benchmark or, if there is no administrator, the provider of that rate or benchmark,
and, in each case, any successor administrator or, as applicable, any successor administrator or provider;
"Administrator Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Administrator of the BBSW Rate;
"AONIA" means the Australian dollar interbank overnight cash rate (known as AONIA);
"AONIA Rate" means, for an Interest Accrual Period and in respect of an Interest Determination Date, the rate determined by the Calculation Agent to be Compounded Daily AONIA for that Interest Accrual Period and Interest Determination Date plus the Adjustment Spread;
"Applicable Benchmark Rate" means the Benchmark Rate specified in the relevant Final Terms and, if a Permanent Fallback Effective Date has occurred with respect to the BBSW Rate, AONIA or the RBA Recommended Rate, then the rate determined in accordance with Condition 3.2.3(c)(B) ("BBSW Benchmark Rate fallback");
"BBSW Rate" means, for an Interest Accrual Period, the rate for prime bank eligible securities having a tenor closest to the Interest Accrual Period which is designated as the "AVG MID" on the 'Refinitiv Screen ASX29 Page' or the "MID" rate on the 'Bloomberg Screen BBSW Page' (or any designation which replaces that designation on the applicable page, or any replacement page) at the Publication Time on the first day of that Interest Accrual Period;
"Benchmark Rate" means, for an Interest Accrual Period, the BBSW Rate as specified in the relevant Final Terms;
"Bloomberg Adjustment Spread" means the term adjusted AONIA spread relating to the BBSW Rate provided by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time as the provider of term adjusted AONIA and the spread) ("BISL") on the Fallback Rate (AONIA) Screen (or by other means), or provided to, and published by, authorised distributors where "Fallback Rate (AONIA) Screen" means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for the BBSW Rate accessed via the Bloomberg Screen
"Compounded Daily" AONIA means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment as calculated by the Calculation Agent on the Interest Determination Date, as follows:
$$\left[\prod_{l=1}^{d_0} \left(1 + \frac{AONIA_{l-5\ SBD} \times n_l}{365} \right) - 1\right] \times \frac{365}{d}.$$
where:
−5 means the per annum rate expressed as a decimal which is the level of AONIA provided by the Administrator and published as of the Publication Time for the Sydney Business Day falling five Sydney Business Days prior to such Sydney Business Day "";
is the number of calendar days in the relevant Interest Accrual Period;
0 is the number of Sydney Business Days in the relevant Interest Accrual Period;
is a series of whole numbers from 1 to 0 , each representing the relevant Sydney Business Day in chronological order from (and including) the first Sydney Business Day in the relevant Interest Accrual Period to (and including) the last Sydney Business Day in such Interest Accrual Period; and
for any Sydney Business Day "i", means the number of calendar days from (and including) such Sydney Business Day "i" up to (but excluding) the following Sydney Business Day; and
"Sydney Business Day or SBD" means any day on which commercial banks are open for general business in Sydney.
If, for any reason, Compounded Daily AONIA needs to be determined for a period other than an Interest Accrual Period, Compounded Daily AONIA is to be determined as if that period were an Interest Accrual Period starting on (and including) the first day of that period and ending on (but excluding) the last day of that period;
"Fallback Rate" means, where a Permanent Discontinuation Trigger for an Applicable Benchmark Rate has occurred, the rate that applies to replace that Applicable Benchmark Rate in accordance with Condition 3.2.3(c)(B) ("BBSW Benchmark Rate fallback");
"Final Fallback Rate" means, in respect of an Applicable Benchmark Rate, the rate:
(a) determined by the Calculation Agent as a commercially reasonable alternative for the Applicable Benchmark Rate taking into account all available information that, in good faith, it considers relevant, provided that any rate (inclusive of any spreads or adjustments) implemented by central counterparties and / or futures exchanges with representative trade volumes in derivatives or futures referencing the Applicable Benchmark Rate will be deemed to be acceptable for the purposes of this paragraph (a), together with (without double counting) such adjustment spread (which may be a positive or negative value or zero) that is customarily applied to the relevant successor rate or alternative rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for Benchmark Rate-linked floating rate notes at such time (together with such other adjustments to the Business Day Convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such successor rate or alternative rate for Benchmark Rate-linked floating rate notes at such time), or, if no such industry standard is recognised or acknowledged, the method for calculating or determining such adjustment spread determined by the Calculation Agent (in consultation with the Issuer) to be appropriate; provided that
(b) if and for so long as no such successor rate or alternative rate can be determined in accordance with paragraph (a), the Final Fallback Rate will be the last provided or published level of that Applicable Benchmark Rate;
"Interest Determination Date" means, in respect of an Interest Accrual Period:
"Non-Representative" means, in respect of an Applicable Benchmark Rate, that the Supervisor of that Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the AONIA Rate or the RBA Recommended Rate:
"Permanent Discontinuation Trigger" means, in respect of an Applicable Benchmark Rate:
or resolution authority over the Administrator of the Applicable Benchmark Rate which states that the Administrator of the Applicable Benchmark Rate has ceased or will cease to provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark Rate and, in the case of the BBSW Rate and a public statement or publication of information other than by the Supervisor, a public statement or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;
"Permanent Fallback Effective Date" means, in respect of a Permanent Discontinuation Trigger for an Applicable Benchmark Rate:
"Publication Time" means:
"RBA Recommended Fallback Rate" means, for an Interest Accrual Period and in respect of an Interest Determination Date, the rate determined by the Calculation Agent to be the RBA Recommended Rate for that Interest Accrual Period and Interest Determination Date;
"RBA Recommended Rate" means, in respect of any relevant day (including any day "i"), the rate (inclusive of any spreads or adjustments) recommended as the replacement for AONIA by the Reserve Bank of Australia (which rate may be produced by the Reserve Bank of Australia or another administrator) and as provided by the Administrator of that rate or, if that rate is not provided by the Administrator thereof, published by an authorised distributor in respect of that day;
"Supervisor" means, in respect of an Applicable Benchmark Rate, the supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate, or any committee officially endorsed or convened by any such supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate;
"Supervisor Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Supervisor of the BBSW Rate; and
"Temporary Disruption Trigger" means, in respect of any Applicable Benchmark Rate which is required for any determination:
(a) the Applicable Benchmark Rate has not been published by the applicable Administrator or an authorised distributor and is not otherwise provided by the Administrator, in respect of, on, for or by the time and date on which that Applicable Benchmark Rate is required; or
Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being "SONIA Compounded Index Rate", the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.10, be the SONIA Compounded Index Rate, where:
"SONIA Compounded Index Rate" means, with respect to an Interest Accrual Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Accrual Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards,
$$
\left(\frac{\text{SONIA Component Index}_{END}}{\text{SONIA Component Index}_{\text{START}}} - 1\right) \times \left(\frac{365}{d}\right)
$$
provided, however, that, and subject to Condition 3.10, if the SONIA Compounded Index Value is not available in relation to any Interest Accrual Period on the Relevant Screen Page or on the Bank of England's website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) for the determination of either or both of SONIA Compounded IndexSTART and SONIA Compounded IndexEND, the Rate of Interest shall be calculated for such Interest Accrual Period on the basis of the SONIA Compounded Daily Reference Rate as set out in Condition 3.2.3(d)(B) as if SONIA Compounded Daily Reference Rate with Observation Shift had been specified in the relevant Final Terms and the Relevant Screen Page shall be deemed to be the Relevant Fallback Screen Page as specified in the relevant Final Terms,
where:
"d" means the number of calendar days in the relevant Observation Period;
"London Business Day" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;
"Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling "p" London Business Days prior to the first day of such Interest Accrual Period (and the first Observation Period shall begin on and include the date which is "p" London Business Days prior to the Interest Commencement Date) and ending on (but excluding) the date which is "p" London Business Days prior to the relevant Interest Payment Date (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Instruments become due and payable);
"p" means, for any Interest Accrual Period the whole number specified in the relevant Final Terms (or, if no such number is so specified, five London Business Days, provided that a number lower than five shall only be so specified with the prior agreement of the Calculation Agent) representing a number of London Business Days;
"SONIA Compounded Index" means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof);
"SONIA Compounded IndexEND" means the SONIA Compounded Index Value on the last day of the relevant Observation Period;
"SONIA Compounded IndexSTART" means the SONIA Compounded Index Value on the first day of the relevant Observation Period; and
"SONIA Compounded Index Value" means in relation to any London Business Day, the value of the SONIA Compounded Index as published by authorised distributors on the Relevant Screen Page on such London Business Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England's Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) on such London Business Day.
(B) SONIA Compounded Daily Reference Rate
Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and (ii) the Reference Rate is specified in the relevant Final Terms as being SONIA Compounded Daily Reference Rate, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.10, be the SONIA Compounded Daily Reference Rate as follows,
"SONIA Compounded Daily Reference Rate" means, in respect of an Interest Accrual Period, the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Calculation Agent on the relevant Interest Determination Date, as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards,
$$\left[\prod_{l=1}^{d_o} \left(1 + \frac{SONI_\mathbf{i} \times \mathbf{n}_\mathbf{i}}{365} \right) - 1\right] \times \frac{365}{d} \,\mathrm{m}$$
Where:
"London Business Day", "Observation Period" and "p" have the respective meanings set out under Condition 3.2.3(d)(A);
"d" is the number of calendar days in the relevant:
"do" is the number of London Business Days in the relevant:
"i" is a series of whole numbers from one to do, each representing the relevant London Business Day in chronological order from, and including, the first London Business Day in the relevant:
"ni", for any London Business Day "i", means the number of calendar days from, and including, such London Business Day "i" up to, but excluding, the following London Business Day;
"SONIAi" means, in relation to any London Business Day, the SONIA reference rate in respect of:
the "SONIA reference rate", in respect of any London Business Day, is a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page on the next following London Business Day or, if the Relevant Screen Page is unavailable, as published by authorised distributors on such London Business Day or, if SONIA cannot be obtained from the Relevant Screen Page, as published on the Bank of England's Website at www.bankofengland.co.uk/boeapps/database/ (or such other page or website as may replace such page for the purposes of publishing the SONIA reference rate).
in each case, SONIAi shall be interpreted accordingly.
(D) If the Rate of Interest cannot be determined in accordance with the foregoing provisions, but without prejudice to Condition 3.10, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Instruments for the first Interest Accrual Period had the Instruments been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period).
"Compounded Daily CORRA" means, for an Observation Period, the rate of return of a daily compounded interest investment (with the daily Canadian Dollar overnight repurchase rate as the reference rate for the calculation of interest) calculated by the Calculation Agent on the relevant Interest Determination Date, as follows and the resulting percentage rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:
$$
\left\lfloor \begin{array}{c} d \ \prod \ \end{array} \right\rfloor \left( 1 + \frac{\mathcal{C}ORRA \quad \times \ n_{\ell}}{365} \right) - 1 \right\rfloor \times \frac{365}{d}
$$
where:
"d" means the number of calendar days in the relevant Observation Period;
"d0" for any Observation Period is the number of Bank of Canada Business Days in the relevant Observation Period;
"i" means a series of whole numbers from one to d0, each representing the relevant Bank of Canada Business Day in chronological order from, and including, the first Bank of Canada Business Day in the relevant Observation Period;
"ni" means, for any Bank of Canada Business Day "i" in the relevant Observation Period, the number of calendar days from, and including, such Bank of Canada Business Day "i" to, but excluding, the following Bank of Canada Business Day (which is "i" + 1);
"Observation Period" means the period from, and including, the date falling "p" Business Days prior to the relevant Interest Payment Date (and the first Interest Accrual Period shall begin on and include the Issue Date) and ending on, but excluding, the date falling "p" Bank of Canada Business Days prior to the next Interest Payment Date for such Interest Accrual Period (or the date falling "p" Bank of Canada Business Days prior to such earlier date, if any, on which the Instruments become due and payable);
"CORRAi" means, in respect of any Bank of Canada Business Day "i" in the relevant Observation Period, a reference rate equal to the daily CORRA rate for that day, as published or displayed by the Reference Rate Administrator or an authorised distributor at 11:00 a.m. Toronto time (or an amended publication time, if any, as specified in the Reference Rate Administrator's methodology for calculating CORRA) on the immediately following Bank of Canada Business Day, which is Bank of Canada Business Day "i" + 1.
If any Interest Payment Date falls on a day that is not a Bank of Canada Business Day, it shall be postponed until the next succeeding Bank of Canada Business Day, unless that day falls in the next calendar month, in which case the Interest Payment Date will be the immediately preceding day that is a Bank of Canada Business Day. If the Maturity Date falls on a day that is not a Bank of Canada Business Day, the required payment of principal and interest shall be made on the next succeeding Bank of Canada Business Day.
(B) Where (i) Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined (ii) where the Reference Rate is specified in the applicable Final Terms as being CORRA and (iii) the Calculation Method is specified in the applicable Final Terms as being Compounded Index Rate, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.2.3(e)(C) and 3.5, be Compounded Daily CORRA Index determined for the Observation Period in respect of such Interest Accrual Period.
"Compounded Daily CORRA Index" means, for an Observation Period, the rate calculated by the Calculation Agent using the following method, with the resulting percentage rounded, if necessary, to the fifth decimal place, with 0.000005 per cent. being rounded upwards and (-) 0.000005 per cent. being rounded downwards:
Compounded Daily CORRA Index = ( − 1) × 365
where:
"CORRA Compounded Indexstart" is equal to the CORRA Compounded Index value on the date that is two Bank of Canada Business Days preceding the first date of the relevant Observation Period;
"CORRA Compounded Indexend" is equal to the CORRA Compounded Index value on the date that is two Bank of Canada Business Days preceding the last day of the relevant Observation Period; and
"d" is the number of calendar days in the relevant Observation Period.
If any Interest Payment Date falls on a day that is not a Bank of Canada Business Day, it shall be postponed until the next succeeding Bank of Canada Business Day, unless that day falls in the next calendar month, in which case the Interest Payment Date will be the immediately preceding day that is a Bank of Canada Business Day. If the Maturity Date falls on a day that is not a Bank of Canada Business Day, the required payment of principal and interest shall be made on the next succeeding Bank of Canada Business Day.
If (x) the CORRA Compounded Indexstart or the CORRA Compounded Indexend is not published or displayed by the Reference Rate Administrator or an authorised distributor by 11:30 a.m. Toronto time (or an amended publication time, if any, as specified in the Reference Rate Administrator's methodology for calculating the CORRA Compounded Index) on the Interest Determination Date for such Interest Accrual Period, but an Index Cessation Effective Date with respect to the CORRA Compounded Index has not occurred, or (y) an Index Cessation Effective Date with respect to the CORRA Compounded Index has occurred, then the Rate of Interest for the applicable Interest Accrual Period for which the CORRA Compounded Index is not available shall be Daily Compounded CORRA as if Daily Compounded CORRA had been specified in the applicable Final Terms in place of Daily Compounded CORRA Index.
If neither the Reference Rate Administrator nor authorised distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.
If an Index Cessation Effective Date occurs with respect to CORRA, the Rate of Interest for an Interest Determination Date which occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate, to which the most recently published spread will be applied and the Issuer (or its designee) shall make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA.
If there is a CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective Date with respect to CORRA, but neither the Reference Rate Administrator nor authorised distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.
If (x) there is no CAD Recommended Rate before the end of the first Bank of Canada Business Day following the Index Cessation Effective Date with respect to CORRA, or (y) there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with respect to the CAD Recommended Rate, the Rate of Interest for an Interest Determination Date which occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate, to which the most recently published spread will be applied and the Issuer (or its designee) shall make such adjustments as are necessary to account for any difference in the term, structure or tenor of the BOC Target Rate in comparison to CORRA.
In respect of any day for which the BOC Target Rate is required, references to the BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate as of the close of business in Toronto on that day.
In connection with the implementation of an Applicable Rate, the Issuer (or its designee) may make such adjustments to the Applicable Rate or the Margin, if any, as well as the Business Day Convention, the Day Count Fraction, Interest Determination Dates, and related provisions and definitions (including observation dates for reference rates), in each case as are consistent with accepted market practice for the use of the Applicable Rate for debt obligations such as the Instruments in such circumstances.
Any determination, decision or election that may be made by the Issuer (or its designee), the Calculation Agent, as applicable, in relation to the Applicable Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding, absent any manifest error; (ii) if made by the Issuer, will be in the sole discretion of the Issuer, or, as applicable, if made by the Calculation Agent will be made after consultation with the Issuer; and (iii) shall become effective without consent from the holders of the Instruments or any other party. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination or decision that the Issuer has the right to make in connection with such terms and provisions.
If the Instruments become due and payable otherwise than on an Interest Payment Date, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Final Terms, be deemed to be the date on which such Instruments became due and payable and the Rate of Interest on such Instruments shall, for so long as any such Instruments remain outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly.
(D) Definitions
In this Condition 3.2.3(e), the following terms have the following meanings:
"Applicable Rate" means one of CORRA Compounded Index, CORRA, the CAD Recommended Rate or the BOC Target Rate, as applicable;
"Bank of Canada Business Day" means a day that Schedule I banks under the Bank Act (Canada) are open for business in Toronto, Ontario, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for an Applicable Rate as may be adopted by the Reference Rate Administrator from time to time);
"BOC Target Rate" means the Bank of Canada's target for the overnight rate as set by the Bank of Canada and published on the Bank of Canada's website;
"Business Day" means any day on which Canadian chartered banks are open for business in Toronto and which is not a Saturday or Sunday;
"CAD Recommended Rate" means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorised distributor;
"CORRA" means the Canadian Overnight Repo Rate Average, as published by the Bank of Canada, as the administrator of CORRA (or any successor Reference Rate Administrator), on the website of the Bank of Canada or any successor website;
"CORRA Compounded Index" means the measure of the cumulative impact of CORRA compounding over time administered and published by the Bank of Canada (or any successor Reference Rate Administrator);
"Index Cessation Effective Date" means, in respect of an Index Cessation Event, the first date on which the Applicable Rate is no longer provided. If the Applicable Rate ceases to be provided on the same day that it is required to determine the rate for an Interest Determination Date, but it was provided at the time at which it is to be observed (or, if no such time is specified, at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published;
"Index Cessation Event" means:
"Observation Period" means, in respect of each Interest Accrual Period, the period from, and including, the date that is two Bank of Canada Business Days preceding the first date in such Interest Accrual Period to, but excluding, the date that is two Bank of Canada Business Days preceding the Interest Payment Date for such Interest Accrual Period or, in the case of the final Interest Payment Date, the Maturity Date of the Instruments or, if the Instruments become due and payable prior to the Maturity Date, the date on which the Instruments become due and payable, as applicable;
"Reference Rate Administrator" means the Bank of Canada or any successor administrator for CORRA and/or the CORRA Compounded Index or the administrator (or its successor) of another Applicable Rate, as applicable.
(f) Screen Rate Determination for Floating Rate Instruments referencing SOFR:
Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined where the Reference Rate is SOFR Benchmark, the Rate of Interest for each Interest Accrual Period will, subject to Conditions 3.5 and 3.11, be the relevant SOFR Benchmark, all as determined by the Calculation Agent on the relevant Interest Determination Date.
The "SOFR Benchmark" will be determined based on Compounded Daily SOFR or Compounded SOFR Index, as follows:
(A) Compounded Daily SOFR
If Compounded Daily SOFR ("Compounded Daily SOFR") is specified in the relevant Final Terms as the manner in which the SOFR Benchmark will be determined, the SOFR Benchmark for each Interest Accrual Period shall be calculated by the Calculation Agent in accordance with one of the formulas referenced below depending upon which is specified as applicable in the relevant Final Terms:
$$\emptyset \urcorner \qquad \mathsf{S}\mathsf{O}\mathsf{F}\mathsf{R}\mathsf{L}\mathsf{a}\mathsf{g};$$
$$\left(\prod_{l=1}^{d_0} \left(1 + \frac{SOFR_{i \to USBD} \times n_l}{360} - 1\right) \times \frac{360}{d}\right)$$
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards and where:
"SOFRi-xUSBD" for any U.S. Government Securities Business Day(i) in the relevant Interest Accrual Period, is equal to the SOFR reference rate for the U.S. Government Securities Business Day falling the number of Lookback Days prior to that U.S. Government Securities Business Day(i);
"Lookback Days" means such number of U.S. Government Securities Business Days as specified in the relevant Final Terms;
"d" means the number of calendar days in the relevant Interest Accrual Period;
"do" means the number of U.S. Government Securities Business Days in the relevant Interest Accrual Period;
"i" means a series of whole numbers ascending from one to do, representing each relevant U.S. Government Securities Business Day in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant Interest Accrual Period (each a "U.S. Government Securities Business Day(i)"); and
"ni", for any U.S. Government Securities Business Day(i), means the number of calendar days from (and including) such U.S. Government Securities Business Day(i) up to (but excluding) the following U.S. Government Securities Business Day.
(ii) SOFR Observation Shift:
$$\left(\prod_{l=1}^{d_0} \left(1 + \frac{SOFR_l \times n_l}{360} \right) - 1\right) \times \frac{360}{d}$$
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards and where:
"SOFRi" for any U.S. Government Securities Business Day(i) in the relevant SOFR Observation Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day(i);
"SOFR Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling the number of SOFR Observation Shift Days prior to the first day of such Interest Accrual Period to (but excluding) the date falling the number of SOFR Observation Shift Days prior to the Interest Period Date for such Interest Accrual Period;
"SOFR Observation Shift Days" means the number of U.S. Government Securities Business Days as specified in the relevant Final Terms;
"d" means the number of calendar days in the relevant SOFR Observation Period;
"do" means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;
"i" means a series of whole numbers ascending from one to do, representing each U.S. Government Securities Business Day in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period (each a "U.S. Government Securities Business Day(i)"); and
"ni", for any U.S. Government Securities Business Day(i), means the number of calendar days from (and including) such U.S. Government Securities Business Day(i) up to (but excluding) the following U.S. Government Securities Business Day.
(iii) Definitions
The following defined terms shall have the meanings set out below for purpose of Condition 3.2.3(f)(A):
"SOFR" means, in respect of a U.S. Government Securities Business Day, the reference rate determined by the Calculation Agent in accordance with the following provision:
SOFR Determination Time means approximately 3:00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day.
$$
\left(\frac{SOFR\ Index_{End}}{SOFR\ Index_{Start}} - 1\right) \times \left(\frac{360}{d_c}\right)^2
$$
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards and where:
"SOFR Index" means, in respect of a U.S. Government Securities Business Day, the SOFR Index value as published on the SOFR Administrator's Website at the SOFR Index Determination Time on such U.S. Government Securities Business Day, provided that:
"SOFR IndexEnd" means, in respect of an Interest Accrual Period, the SOFR Index value on the date that is the number of U.S. Government Securities Business Days specified in the relevant Final Terms prior to the Interest Period Date for such Interest Accrual Period (or in the final Interest Accrual Period, the Maturity Date);
"SOFR IndexStart" means, in respect of an Interest Accrual Period, the SOFR Index value on the date that is the number of U.S. Government Securities Business Days specified in the relevant Final Terms prior to the first day of such Interest Accrual Period;
"SOFR Index Determination Time" means, in respect of a U.S. Government Securities Business Day, approximately 3:00 p.m. (New York City time) on such U.S. Government Securities Business Day;
"SOFR Observation Period" means, in respect of an Interest Accrual Period, the period from (and including) the date falling the number of SOFR Observation Shift Days prior to the first day of such Interest Accrual Period to (but excluding) the date falling the number of SOFR Observation Shift Days prior to the Interest Period Date for such Interest Accrual Period;
"SOFR Observation Shift Days" means the number of U.S. Government Securities Business Days as specified in the relevant Final Terms; and
"dc" means the number of calendar days in the applicable SOFR Observation Period.
The following defined terms shall have the meanings set out below for purpose of Condition 3.2.3(f):
"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York (currently, being https://www.newyorkfed.org/markets/referencerates/sofr-averages-and-index), or any successor source;
"SOFR Benchmark Replacement Date" means the Benchmark Replacement Date with respect to the then-current Benchmark;
"SOFR Benchmark Transition Event" means the occurrence of a Benchmark Event with respect to the then-current Benchmark; and
"U.S. Government Securities Business Day" means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
(g) Linear Interpolation: Where Linear Interpolation is specified in the relevant Final Terms as applicable in respect of an Interest Accrual Period, the Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified in the relevant Final Terms as applicable) or the relevant Floating Rate Option (where ISDA Determination is specified in the relevant Final Terms as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Accrual Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Accrual Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as the Issuer, in consultation with an Independent Adviser (as defined in Condition 3.10.7) appointed by the Issuer acting in good faith and in a commercially reasonable manner in its reasonable discretion, determines appropriate.
"Applicable Maturity" means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity.
The Rate of Interest in respect of Index Linked Interest Instruments for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and interest will accrue accordingly.
Where an Instrument, the Interest Basis of which is specified to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Instrument. As from the Maturity Date, the Rate of Interest for any overdue principal of such an Instrument shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as defined in Condition 5.4.1(ii)).
Interest shall cease to accrue on each Instrument on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 3 to the Relevant Date (as defined in Condition 7).
The amount of interest payable per Calculation Amount in respect of any Instrument for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount as specified in the relevant Final Terms, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Instrument for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.
The Calculation Agent shall as soon as practicable on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Redemption Amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Instrumentholders, any other Calculation Agent appointed in respect of the Instruments that is to make a further calculation upon receipt of such information and, if the Instruments are listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the second Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Conditions 3.2.2 or Condition 3.2.3(e), as applicable, the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Instruments become due and payable under Condition 9, the accrued interest and the Rate of Interest payable in respect of the Instruments shall, subject, in the case of BBSW Rate, to the last paragraph in Condition 3.2.3(c), in the case of each of the SONIA Compounded Index Rate and the SONIA Compounded Daily Reference Rate, to Condition 3.2.3(d), or in the case of CORRA, to the last paragraph of Condition 3.2.3(e)(C), and in the case of the SOFR Benchmark, to Condition 3.2.3(f)(C) nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.
In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
"Business Day" means:
(c) in the case of a currency and/or one or more Business Centres as specified in the relevant Final Terms, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency or, if no currency is indicated, generally in each of the Business Centres.
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Instrument for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or Interest Accrual Period, the "Calculation Period"):
$$\text{Day Count Fraction} = \frac{[\text{360} \times (\text{Y}_2 \text{} \cdot \text{Y}_1)] + [\text{30} \times (\text{M}_2 \text{} \cdot \text{M}_1)] + (\text{D}_2 \cdot \text{D}_1)}{360}$$
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(e) "if "30E/360" or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:
$$\text{Day Count Fraction} = \frac{[360 \times (\text{Y}_2 \cdot \text{Y}_1)] + [30 \times (\text{M}_2 \cdot \text{M}_1)] + (\text{D}_2 \cdot \text{D}_1)}{360}$$
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;
(f) "if "30E/360 (ISDA)" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 × (Y2 - Y1 )] + [30 × (M2 - M1 )] + (D2 - D1 ) 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;
such Determination Period and (b) the number of Determination Periods in any year,
where:
"Determination Period" means the period from and including a Determination Date in any year to but excluding the next Determination Date; and
"Determination Date" means the date specified as such in the relevant Final Terms or, if none is so specified, the Interest Payment Date;
"Euro-zone" means the region comprising of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community as amended.
"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.
"Interest Amount" means:
"Interest Commencement Date" means the Issue Date or such other date as may be specified in the relevant Final Terms.
"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified,
(iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is Euro.
"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms, as the same may be adjusted in accordance with the relevant Business Day Convention.
"Interest Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date unless otherwise specified in the relevant Final Terms.
"Interest Period Date" means each Interest Payment Date unless otherwise specified in the relevant Final Terms.
"ISDA Definitions" means the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., as may be supplemented or amended from time to time.
"Rate of Interest" means the rate of interest payable from time to time in respect of this Instrument and that is either specified on, or calculated in accordance with the provisions of, the relevant Final Terms.
"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of the relevant Final Terms.
"Reference Banks" means, in the case of a determination of EURIBOR, the principal Eurozone office of four major banks in the Euro-zone inter-bank market, in the case of HKD-HIBOR-HIBOR=, four major banks in the Hong Kong interbank market and in the case of EUR-ISDA-EURIBOR Swap Rate-11:00, five leading swap dealers in the interbank market, in each case selected by the Issuer or as specified in the relevant Final Terms.
"Reference Rate" means the rate specified as such in the relevant Final Terms.
"Relevant Screen Page" means such page, section, caption, column or other part of a particular information service as may be specified in the relevant Final Terms.
"Specified Currency" means the currency specified as such in the relevant Final Terms or, if none is specified, the currency in which the Instruments are denominated.
"T2" means the real time gross settlement system operated by the Eurosystem, or any successor system.
The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them in the relevant Final Terms and for so long as any Instrument is outstanding. Where more than one Calculation Agent is appointed in respect of the Instruments, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under these Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Period or Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) which is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as specified in this paragraph.
This Condition 3.10 applies only where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and where the Reference Rate specified in the relevant Final Terms is neither CORRA nor SOFR Benchmark.
Notwithstanding Conditions 3.2.3(b)(ii), 3.2.3(b)(iii) and 3.2.3(c) if the Issuer determines that a Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to advise the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 3.10.2) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 3.10.4).
In making such determination and any other determination pursuant to this Condition 3.10, the Issuer shall act in good faith and in a commercially reasonable manner. In the absence of fraud, the Independent Adviser shall have no liability whatsoever to the Trustee, the Paying Agents, or the Instrumentholders for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Condition 3.10.
If the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 3.10.1 prior to the date three Business Days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Instruments in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 3.10.
If the Issuer, following consultation with the Independent Adviser or acting alone, as the case may be, determines that:
(a) there is a Successor Rate, then such Successor Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Instruments (subject to the operation of this Condition 3.10); or
(b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and any applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Instruments (subject to the operation of this Condition 3.10).
The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Issuer, following consultation with the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread.
If any Successor Rate or Alternative Rate and, in either case, any applicable Adjustment Spread is determined in accordance with this Condition 3.10 and the Issuer, following consultation with the Independent Adviser, determines (i) that amendments to these Terms and Conditions, the Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) any applicable Adjustment Spread (provided that the amendments do not, without the consent of the Calculation Agent, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions attached to it) (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 3.10.5, without any requirement for the consent or approval of Instrumentholders, vary these Conditions, the Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice.
At the request of the Issuer, but subject to receipt by the Trustee and the Issuing and Paying Agent of a certificate signed by two Directors of the Issuer pursuant to Condition 3.10.5, the Trustee and the Issuing and Paying Agent shall (at the expense and direction of the Issuer), without any requirement for the consent or approval of the Instrumentholders, be obliged to concur with the Issuer in using its reasonable endeavours to effect any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed) and the Trustee and the Issuing and Paying Agent shall not be liable to any party for any consequences thereof, provided that the Trustee and the Issuing and Paying Agent shall not be obliged so to concur if in the opinion of the Trustee or the Issuing and Paying Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or any documents to which it is a party (including, for the avoidance of doubt, any supplemental trust deed) in any way.
In connection with any such variation in accordance with this Condition 3.10.4, the Issuer shall comply with the rules of any stock exchange on which the Instruments are for the time being listed or admitted to trading.
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 3.10 will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 13, the Instrumentholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.
No later than notifying the Trustee and the Issuing and Paying Agent of the same, the Issuer shall deliver to the Trustee and the Issuing and Paying Agent a certificate signed by two Directors of the Issuer:
The Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Trustee's and the Issuing and Paying Agent's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Instrumentholders.
Without prejudice to the obligations of the Issuer under Condition 3.10.1, 3.10.2, 3.10.3 and 3.10.4, the Original Reference Rate and the fallback provisions provided for in Condition 3.2.3 will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred and the relevant Paying Agent has been notified of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 3.10.5.
As used in this Condition 3.10:
"Adjustment Spread" means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:
Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be).
"Alternative Rate" means an alternative benchmark or screen rate which the Issuer following consultation with the Independent Adviser, determines is customarily applied in international debt capital markets transactions for the purposes of determining floating rates of interest (or the relevant component part thereof) in the same Specified Currency as the Instruments.
"Benchmark Amendments" has the meaning given to it in Condition 3.10.4.
"Benchmark Event" means:
provided that the Benchmark Event shall be deemed to occur (a) in the case of subparagraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, respectively, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub-paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement.
"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer at its own expense under Condition 3.10.1 and notified in writing to the Trustee.
"Original Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Instruments or, if applicable, any other Successor or Alternative Rate (or any component part thereof) determined and applicable to the Instruments pursuant to the earlier operation of Condition 3.10.
"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):
"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body
The following provisions shall apply if Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined where the Reference Rate is SOFR Benchmark:
(a) Benchmark Replacement
If the Issuer or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the-then current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Instruments in respect of all determinations on such date and for all determinations on all subsequent dates.
(b) Benchmark Replacement Conforming Changes
In connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. For the avoidance of doubt, the Trustee and any of the Agents shall, at the direction and expense of the Issuer, effect such consequential amendments to the Trust Deed, the Agency Agreement and these Conditions as may be required to give effect to this Condition 3.11. Instrumentholders' consent shall not be required in connection with effecting any such changes, including the execution of any documents or any steps to be taken by the Trustee or any of the Agents (if required). Further, none of the Trustee, the Calculation Agent, the Paying Agents, the Registrars or the Transfer Agents shall be responsible or liable for any determinations, decisions or elections made by the Issuer or its designee with respect to any Benchmark Replacement or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.
(c) Decisions and Determinations
Any determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 3.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection (i) will be conclusive and binding absent manifest error, (ii) will be made in the sole discretion of the Issuer or its designee, as applicable, and (iii) notwithstanding anything to the contrary in the documentation relating to the Instruments, shall become effective without consent from the holders of the Instruments or any other party.
Any Benchmark Replacement determined under this Condition 3.11 will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 13, the Instrumentholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement, if any.
No later than notifying the Trustee and the Issuing and Paying Agent of the same, the Issuer shall deliver to the Trustee and the Issuing and Paying Agent a certificate signed by two Directors of the Issuer confirming (i) that a Benchmark Transition Event has occurred, and (ii) the Benchmark Replacement, in each case as determined in accordance with the provisions of this Condition 3.11.
The Trustee and the Issuing and Paying Agent shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Benchmark Replacement specified in such certificate will (in the absence of manifest error in the determination of the Benchmark Replacement and without prejudice to the Trustee's and the Issuing and Paying Agent's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the Instrumentholders.
(d) Definitions
The following defined terms shall have the meanings set out below for purpose of this Condition 3.11:
"Benchmark" means, initially, the relevant SOFR Benchmark specified in the relevant Final Terms; provided that if the Issuer or its designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the relevant Benchmark (including any daily published component used in the calculation thereof) or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement;
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative;
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) the Issuer or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determines is reasonably necessary);
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination;
"designee" means a designee as selected and separately appointed by the Issuer in writing;
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time, including the 2021 ISDA Interest Rate Derivatives Definitions (as amended or supplemented from time to time);
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark;
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark (including any daily published component used in the calculation thereof) for the applicable tenor excluding the applicable ISDA Fallback Adjustment;
"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is the SOFR Benchmark, the SOFR Determination Time (where Compounded Daily SOFR is specified as applicable in the relevant Final Terms) or SOFR Index Determination Time (where Compounded SOFR Index is specified as applicable in the relevant Final Terms), or (2) if the Benchmark is not the SOFR Benchmark, the time determined by the Issuer or its designee after giving effect to the Benchmark Replacement Conforming Changes;
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
This Condition 4 is applicable only if the relevant Final Terms specifies the Instruments as Index Linked Instruments.
For the purposes of Conditions 4.1 to 4.6, unless the context otherwise requires, the following defined terms shall have the following meanings:
"Base Index Figure" means (subject to Condition 4.3(i)) the base index figure as specified in the relevant Final Terms;
"CPI" means the UK Consumer Prices Index (for all items) published by the Office for National Statistics (January 2015 = 100) or any comparable index which may replace the UK Consumer Prices Index for the purpose of calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any). Where CPI is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as:
"CPIH" means the all items consumer prices index including owner occupiers' housing costs and council tax for the United Kingdom published by the Office for National Statistics (January 2015 = 100) or any comparable index which may replace the all items consumer prices index including owner occupiers' housing costs and council tax for the United Kingdom for the purpose of calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any). Where CPIH is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as:
calendar day of the month in which the day falls, calculated as specified in paragraph (i) above and (y) the Index Figure applicable to the first calendar day of the month following, calculated as specified in paragraph (i) above and rounded to the nearest fifth decimal place;
"Her Majesty's Treasury" means Her Majesty's Treasury or any officially recognised party performing the function of a calculation agent (whatever such party's title), on its or its successor's behalf, in respect of the Reference Gilt;
"Index" means, subject as provided in Condition 4.3(i), either CPI, CPIH or RPI as specified in the relevant Final Terms;
"Indexed Benchmark Gilt" means the index-linked sterling obligation of the United Kingdom Government listed on the Official List of the Financial Conduct Authority (in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended) and traded on the London Stock Exchange whose average maturity most closely matches that of the Instruments as a gilt-edged market maker or other adviser selected by the Issuer (an "Indexation Adviser") shall determine to be appropriate;
"Index Figure" has the definition given to such term in the definition of "CPI", "CPIH" or "RPI", as applicable;
"Index Ratio" applicable to any month or date, as the case may be, means the Index Figure applicable to such month or date, as the case may be, divided by the Base Index Figure and rounded to the nearest fifth decimal place;
"Limited Index Ratio" means (a) in respect of any month or date, as the case may be, prior to the relevant Issue Date, the Index Ratio for that month or date, as the case may be, (b) in respect of any Limited Indexation Date after the relevant Issue Date, the product of the Limited Indexation Factor for that month or date, as the case may be, and the Limited Index Ratio as previously calculated in respect of the month or date, as the case may be, twelve months prior thereto; and (c) in respect of any other month, the Limited Index Ratio as previously calculated in respect of the most recent Limited Indexation Month;
"Limited Indexation Date" means any date falling during the period specified in the relevant Final Terms for which a Limited Indexation Factor is to be calculated;
"Limited Indexation Factor" means, in respect of a Limited Indexation Month or Limited Indexation Date, as the case may be, the ratio of the Index Figure applicable to that month or date, as the case may be, divided by the Index Figure applicable to the month or date, as the case may be, twelve months prior thereto, provided that (a) if such ratio is greater than the Maximum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Minimum Indexation Factor;
"Limited Indexation Month" means any month specified in the relevant Final Terms for which a Limited Indexation Factor is to be calculated;
"Limited Index Linked Instruments" means Index Linked Instruments to which a Maximum Indexation Factor and/or a Minimum Indexation Factor (as specified in the relevant Final Terms) applies;
"Redemption Date" means any date on which the Instruments are redeemed in accordance with Condition 4.6, Condition 5.1, Condition 5.2, Condition 5.4, Condition 5.5, Condition 5.6 or Condition 5.7;
"Reference Gilt" means the index-linked Treasury Stock/Treasury Gilt specified as such in the relevant Final Terms for so long as such gilt is in issue, and thereafter such issue of index-linked Treasury Stock/Treasury Gilt determined to be appropriate by an Indexation Adviser; and
"RPI" means the UK Retail Prices Index (for all items) published by the Office for National Statistics (January 1987 = 100) or any comparable index which may replace the UK Retail Prices Index for the purpose of calculating the amount payable on repayment of the Reference Gilt. Where RPI is specified as the Index in the relevant Final Terms, any reference to the "Index Figure" which is specified in the relevant Final Terms as:
Each payment of interest and principal in respect of the Instruments shall be the amount provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio or Limited Index Ratio in the case of Limited Index Linked Instruments applicable to the month or date, as the case may be, in or on which such payment falls to be made and rounded in accordance with Condition 3.5.
the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment.
(iii) Delay in publication of relevant Index if paragraph (i) and/or (ii) of the definition of Index Figure for CPI or CPIH is applicable or if paragraph (ii) and/or (iii) of the definition of Index Figure for RPI is applicable: If the Index Figure relating to any month (the "calculation month") which is required to be taken into account for the purposes of the determination of the Index Figure for any date is not published on or before the fourteenth business day before the date on which such payment is due (the "date for payment"), the Index Figure applicable for the relevant calculation month shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, (or such other body designated by the UK Government for such purpose) for the purposes of indexation of payments on the Reference Gilt or the Indexed Benchmark Gilt (as applicable) or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment.
Where the provisions of Condition 4.3(ii) or Condition 4.3(iii) apply, the determination of the Indexation Adviser as to the Index Figure applicable to the month in which the date for payment falls or the date for payment, as the case may be, shall be conclusive and binding. If, an Index Figure having been applied pursuant to Condition 4.3(ii)(2) or Condition 4.3(iii)(2), the Index Figure relating to the relevant month or relevant calculation month, as the case may be, is subsequently published while an Instrument is still outstanding, then:
any adjustments made to the Index as applied to the relevant Indexed Benchmark Gilt; or
(2) any change is made to the coverage or the basic calculation of such Index which constitutes a fundamental change which would, in the opinion of either the Issuer or the Trustee (acting solely on the advice of an Indexation Adviser), be materially prejudicial to the interests of the Issuer or the Instrumentholders, as the case may be, the Issuer or the Trustee (as applicable) shall give written notice of such occurrence to the other party.
Promptly after the giving of such notice, the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) together shall seek to agree for the purpose of the Instruments one or more adjustments to CPI or CPIH (as applicable) or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Instrumentholders in no materially better and no materially worse position than they would have been had the relevant fundamental change to CPI or CPIH (as applicable) not been made.
If the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 Business Days following the giving of notice as mentioned above, a bank or other person in London shall be appointed by the Issuer and the Trustee or, failing agreement on and the making of such appointment within 20 Business Days following the expiry of the 20 day period referred to above, by the Trustee (acting solely on the advice of the Indexation Adviser) (in each case, such bank or other person so appointed being referred to as the "Expert"), to determine for the purpose of the Instruments one or more adjustments to CPI or CPIH (as applicable) or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the Instrumentholders in no materially better and no materially worse position than they would have been had the relevant fundamental change to CPI or CPIH (as applicable) not been made. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be borne by the Issuer.
If the Trustee and the Issuer have been notified by the Calculation Agent that the relevant Index has ceased to be published, or if Her Majesty's Treasury or the Office for National Statistics, as the case may be, or a person acting on its behalf, announces that it has ceased to publish the relevant Index, then the Calculation Agent shall determine a successor index in lieu of any previously applicable index (the "Successor Index") by using the following methodology:
(a) if at any time a successor index has been designated by Her Majesty's Treasury in respect of the Reference Gilt, such successor index shall be designated the "Successor Index" for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraph (b) or (c) below. This provision will only be applicable when RPI is specified in the relevant Final Terms as the Index; or
If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 4.3(ii)(2) or 4.3 (iii)(2), as applicable and the Trustee has been notified by the Calculation Agent that publication of the Index has ceased or (ii) notice is published by Her Majesty's Treasury, or on its behalf, following a change in relation to the Index, offering a right of redemption to the holders of the Reference Gilt or the Indexed Benchmark Gilt (as applicable), and (in either case) no amendment or substitution of the Index shall have been designated by Her Majesty's Treasury in respect of the Reference Gilt or the Indexed Benchmark Gilt (as applicable) to the Issuer and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor less than 30 days' notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Instruments at their principal amount together with interest accrued but unpaid up to and including the date of redemption (in each case adjusted in accordance with Condition 4.2).
Where HICP (as defined below) is specified as the Index or Index Level (each as defined below) in the relevant Final Terms, the Conditions 4.7 to 4.10 will apply. For purposes of Conditions 4.7 to 4.10, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
"Base Index Level" means the base index level as specified in the relevant Final Terms;
"Index" or "Index Level" means (subject as provided in Condition 4.9) the non-revised Harmonised Index of Consumer Prices excluding tobacco or relevant Successor Index (as defined in Condition 4.9(i)), measuring the rate of inflation in the European Monetary Union excluding tobacco, expressed as an index and published by Eurostat (the "HICP"). The first publication or announcement of a level of such index for a calculation month (as defined in Condition 4.9(i)) shall be final and conclusive and later revisions to the level for such calculation month will not be used in any calculations. Any reference to the Index Level which is specified in these Conditions as applicable to any day ("d") in any month ("m") shall, subject as provided in Condition 4.9, be calculated as follows:
$$\mathsf{Id}_{\mathsf{d}} = \mathsf{HllCP}_{m\cdot 3} + \frac{nbd}{qm} \times \left(\mathsf{HllCP}_{m\cdot 2} - \mathsf{HllCP}_{m\cdot 3}\right)$$
where:
Id is the Index Level for the day d;
HICP m-2 is the level of HICP for month m-2;
HICP m-3 is the level of HICP for month m-3;
nbd is the actual number of days from and excluding the first day of month m to but including day d; and
qm is the actual number of days in month m,
provided that if Condition 4.9 applies, the Index Level shall be the Substitute Index Level determined in accordance with such Condition.
"Index Business Day" means a day on which T2 is operating;
"Index Determination Date" means in respect of any date for which the Index Level is required to be determined, the fifth Index Business Day prior to such date;
"Index Ratio" applicable to any date means the Index Level applicable to the relevant Index Determination Date divided by the Base Index Level and rounded to the nearest fifth decimal place, 0.000005 being rounded upwards; and
"Related Instrument" means an inflation-linked bond selected by the Calculation Agent that is a debt obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union with a maturity date which falls on (a) the same day as the Maturity Date, (b) the next longest maturity date after the Maturity Date if there is no such bond maturing on the Maturity Date, or (c) the next shortest maturity before the Maturity Date if no bond defined in (a) or (b) is selected by the Calculation Agent. The Calculation Agent will select the Related Instrument from such of those inflation-linked bonds issued on or before the relevant Issue Date and, if there is more than one such inflation-linked bond maturing on the same date, the Related Instrument shall be selected by the Calculation Agent from such of those bonds. If the Related Instrument is redeemed the Calculation Agent will select a new Related Instrument on the same basis, but selected from all eligible bonds in issue at the time the originally selected Related Instrument is redeemed (including any bond for which the redeemed originally selected Related Instrument is exchanged).
Each payment of interest and principal in respect of the Instruments shall be the amount provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio applicable to the date on which such payment falls to be made and rounded in accordance with Condition 3.5.
Substitute Index Level = Base Level x (Latest Level / Reference Level)
Where:
"Base Level" means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month which is 12 calendar months prior to the month for which the Substitute Index Level is being determined;
"Latest Level" means the latest level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) prior to the month in respect of which the Substitute Index Level is being calculated; and
"Reference Level" means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in "Latest Level" above.
(b) If a Relevant Level is published or announced at any time after the day that is five Business Days prior to the next Interest Payment Date, such Relevant Level will not be used in any calculations. The Substitute Index Level so determined pursuant to this Condition 4.9(i) will be the definitive level for that calculation month.
such party's title)) pursuant to the terms and conditions of the Related Instrument to the levels of the Rebased Index so that the Rebased Index levels reflect the same rate of inflation as the Index before it was rebased. Any such rebasing shall not affect any prior payments made.
If an Early Termination Event as described under Condition 4.9(ii)(e) is deemed to have occurred, the Issuer will, upon giving not more than 60 nor less than 30 days' notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Instruments at their principal amount together with interest accrued but unpaid up to and including the date of redemption (in each case adjusted in accordance with Condition 4.8).
Unless previously redeemed, purchased and cancelled as provided below, this Instrument will be redeemed at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) on the Maturity Date specified in the relevant Final Terms provided, however, that if this Instrument is a Perpetual Instrument it will only be redeemable and repayable in accordance with the following provisions of this Condition 5. In the case of Fixed Rate Notes where the Specified Currency is Hong Kong dollars and Payment Date Adjustment is specified as applicable in the relevant Final Terms, if the Maturity Date falls on a day which is not a Business Day, then Maturity Date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day.
If, on the occasion of the next payment in respect of the Instruments the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that it would be unable to make such payment without having to pay additional amounts as described in Condition 7, and such requirement to pay such additional amounts arises by reason of a change in the laws of the United Kingdom or any political sub-division of the United Kingdom or taxing authority in the United Kingdom or any political sub-division of the United Kingdom or in the interpretation or application of the laws of the United Kingdom or any political sub-division of the United Kingdom or in any applicable double taxation treaty or convention, which change becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Instruments, and such requirement cannot be avoided by the Issuer taking reasonable measures (such measures not involving any material additional payments by, or expense for, the Issuer), the Issuer may, at its option, at any time, having given not less than 30 nor more than 45 days' notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms) in accordance with Condition 14, redeem all, but not some only, of the Instruments at their Early Redemption Amount together with interest accrued to the date of redemption provided that the date fixed for redemption shall not be earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts or make such withholding or deduction, as the case may be, were a payment in respect of the Instruments then due. Prior to the publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer stating that the requirement referred to above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on Instrumentholders and Couponholders.
The Issuer and any of its subsidiary undertakings may at any time purchase Instruments (provided that all unmatured Coupons and unexchanged Talons appertaining to them are attached or surrendered with them) in the open market or otherwise at any price.
Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms.
The Early Redemption Amount payable in respect of any Instrument (other than Instruments described in Condition 5.4.1), upon redemption of such Instrument pursuant to this Condition 5.4 or upon it becoming due and payable as provided in Condition 9, shall be the Final Redemption Amount unless otherwise specified in the relevant Final Terms.
All Instruments in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Instrumentholders shall also contain the serial numbers of the Instruments to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws, listing authority and stock exchange requirements.
5.5.3 If Make-whole Redemption Option is specified in the relevant Final Terms as applicable, the Issuer may, unless an Exercise Notice has been given pursuant to Condition 5.6 or 5.7, on giving not less than 15 nor more than 30 days' irrevocable notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuer's option in relation to, all or, if so provided, some of such Instruments on any Make-whole Redemption Date(s). Any such redemption of Instruments shall be at an amount equal to the higher of the following, in each case together with interest accrued to but excluding the date fixed for redemption:
Any such redemption or exercise must relate to Instruments of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal amount (if any) permitted to be redeemed specified in the relevant Final Terms.
All Instruments in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Instrumentholders shall also contain the serial numbers of the Instruments to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate (or the Instruments to be redeemed will be selected by the Canadian Paying Agent on a pro rata basis), subject to compliance with any applicable laws, listing authority and stock exchange requirements.
In this Condition:
"Canada Yield Price" means the price, calculated on the business day preceding the redemption date of the Instruments (the "Yield Determination Date") equal to the net present value of all scheduled payments of outstanding principal and interest on the Instruments to be redeemed (not including any portion of the payment of interest accrued as of the redemption date) from the redemption date of the Instruments to be redeemed to the Par Call Commencement Date specified in the relevant Final Terms (and assuming, for this purpose, that the Instruments are scheduled to mature on the Par Call Commencement Date) using as a discount rate the Government of Canada Yield plus any applicable Redemption Margin specified in the relevant Final Terms.
"Government of Canada Yield" means with respect to any redemption date, the arithmetic average (rounded to the nearest 1/100 of 1 per cent.) of the yield to maturity, provided by two major Canadian investment dealers selected by the Issuer as at noon (Toronto time) on the Yield Determination Date, as the yields which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100 per cent. of its principal amount on such date with a term to maturity which most closely approximates the remaining term to the Par Call Commencement Date.
"Gross Redemption Yield" means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Trustee by the Financial Adviser.
5.6.1 * [Redemption of Instruments issued by National Grid at the option of Instrumentholders
If at any time whilst any of the Instruments issued by National Grid remains outstanding, there occurs the National Grid Restructuring Event, a Public Announcement shall be made and if, within the National Grid Restructuring Period, either:
(the National Grid Restructuring Event and Rating Downgrade or the National Grid Restructuring Event and Negative Rating Event, as the case may be, occurring within the National Grid Restructuring Period, together called a "Put Event"),
then the holder of each Instrument issued by National Grid will have the option upon the giving of a Put Notice (as defined in Condition 5.6.4) to require National Grid to redeem or, at the option of National Grid, purchase (or procure the purchase of) such Instrument on the Put Date (as defined in Condition 5.6.4) at its principal amount together with accrued interest to the Put Date.
Promptly upon National Grid becoming aware that a Put Event has occurred, National Grid shall, or at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution of the Instrumentholders, the Trustee shall, give notice (a "Put Event Notice") to the Instrumentholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure (as set out in Condition 5.6.4) for exercising the option contained in this Condition 5.6.1.
National Grid shall, forthwith upon becoming aware of the occurrence of the National Grid Restructuring Event provide the Trustee with the relevant Directors' Report. The Directors' Report shall, in the absence of manifest error, be conclusive and binding on all concerned, including the Trustee and the Instrumentholders. The Trustee shall be entitled to act, or not act, and rely on without being expected to verify the accuracy of the same (and shall have no liability to Instrumentholders for doing so) any Directors' Report (whether or not addressed to it).
*
Only applicable where National Grid is the Issuer.
"Consolidated Operating Profit" means the consolidated operating profit on ordinary activities before tax and interest and before taking account of depreciation and amortisation of goodwill and regulatory assets (for the avoidance of doubt, exceptional items, as reflected in the Relevant Accounts shall not be included) of National Grid and its subsidiaries (including any share of operating profit of associates and joint ventures) determined in accordance with International Financial Reporting Standards ("IFRS") by reference to the Relevant Accounts;
"Directors' Report" means a report prepared and signed by two directors of National Grid addressed to the Trustee setting out the Operating Profit, the Consolidated Operating Profit and the Disposal Percentage and stating any assumptions which the Directors of National Grid have employed in determining the Operating Profit;
"Disposal Percentage" means, in relation to a sale, transfer, lease or other disposal or dispossession of any Disposed Assets, the ratio of (a) the aggregate Operating Profit to (b) the Consolidated Operating Profit, expressed as a percentage;
"Disposed Assets" means, where National Grid and/or any of its Subsidiaries sells, transfers, leases or otherwise disposes of or is dispossessed by any means (but excluding sales, transfers, leases, disposals or dispossessions which, when taken together with any related lease back or similar arrangements entered into in the ordinary course of business, have the result that Operating Profit directly attributable to any such undertaking, property or assets continues to accrue to National Grid or, as the case may be, such Subsidiary), otherwise than to a wholly-owned Subsidiary of National Grid or to National Grid, of the whole or any part (whether by a single transaction or by a number of transactions whether related or not) of its undertaking or (except in the ordinary course of business of National Grid or any such Subsidiary) property or assets, the undertaking, property or assets sold, transferred, leased or otherwise disposed of or of which it is so dispossessed;
"Negative Rating Event" shall be deemed to have occurred if either (a) National Grid does not, either prior to or not later than 21 days after the relevant National Grid Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Instruments or any other unsecured and unsubordinated debt of National Grid having an initial maturity of five years or more ("Rateable Debt") from a Rating Agency or (b) if National Grid does so seek and use such endeavours, it is unable, as a result of such National Grid Restructuring Event, to obtain such a rating of at least investment grade (BBB- or Baa3 or their respective equivalents for the time being), provided that a Negative Rating Event shall not be deemed to have occurred in respect of a particular National Grid Restructuring Event if the Rating Agency declining to assign a rating of at least investment grade (as described above) does not announce or publicly confirm that its declining to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable National Grid Restructuring Event (whether or not the National Grid Restructuring Event shall have occurred at the time such investment grade rating is declined);
"National Grid Restructuring Event" shall be deemed to have occurred at any time (whether or not approved by the Board of Directors of National Grid) that the sum of Disposal Percentages for National Grid within any period of 36 months commencing on or after the issue date of the first Tranche of the Instruments is greater than 50 per cent.;
"National Grid Restructuring Period" means the period ending 90 days after a Public Announcement (or such longer period in which the Rated Securities or Rateable Debt, as the case may be, is or are under consideration (announced publicly within the first mentioned period) for rating review or, as the case may be, rating by a Rating Agency);
"Operating Profit", in relation to any Disposed Assets, means the operating profits on ordinary activities before tax and interest and before taking account of depreciation and amortisation of goodwill and regulatory assets (for the avoidance of doubt, exceptional items, as reflected in the Relevant Accounts, shall not be included) of National Grid and its Subsidiaries directly attributable to such Disposed Assets as determined in accordance with IFRS by reference to the Relevant Accounts and, if Relevant Accounts do not yet exist, determined in a manner consistent with the assumptions upon which the Directors' Report is to be based. Where the Directors of National Grid have employed assumptions in determining the Operating Profit, those assumptions should be clearly stated in the Directors' Report;
"Public Announcement" means an announcement by National Grid or the Trustee, of the occurrence of the National Grid Restructuring Event published in a leading national newspaper having general circulation in the United Kingdom (which is expected to be the Financial Times);
"Rated Securities" means the Instruments, if and for so long as they shall have an effective rating from a Rating Agency and otherwise any Rateable Debt which is rated by a Rating Agency; provided that if there shall be no such Rateable Debt outstanding prior to the maturity of the Instruments, the holders of not less than one-quarter in principal amount of outstanding Instruments may require National Grid to obtain and thereafter update on an annual basis a rating of the Instruments from a Rating Agency. In addition, National Grid may at any time obtain and thereafter update on an annual basis a rating of the Instruments from a Rating Agency, provided that, except as provided above, National Grid shall not have any obligation to obtain such a rating of the Instruments;
"Rating Agency" means S&P Global Ratings Europe Limited and its successors or Moody's Investors Service Ltd. and its successors or any rating agency substituted for either of them (or any permitted substitute of them) by National Grid from time to time with the prior written approval of the Trustee;
"Rating Downgrade" shall be deemed to have occurred in respect of the National Grid Restructuring Event if the then current rating whether provided by a Rating Agency at the invitation of National Grid or by its own volition assigned to the Rated Securities by any Rating Agency is withdrawn or reduced from an investment grade rating (BBB- or Baa3 or their respective equivalents for the time being or better) to a non-investment grade rating (BB+ or Ba1 or their respective equivalents for the time being or worse) or, if a Rating Agency shall already have rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category; provided that a Rating Downgrade otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular National Grid Restructuring Event if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm that the reduction was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable National Grid Restructuring Event (whether or not the applicable National Grid Restructuring Event shall have occurred at the time of the Rating Downgrade);
"Relevant Accounts" means the most recent annual audited consolidated financial accounts of National Grid and its Subsidiaries preceding the relevant sale, transfer, lease or other disposal or dispossession of any Disposed Asset; and
"Subsidiary" means a subsidiary within the meaning of Section 1159 of the Companies Act 2006 and "Subsidiaries" shall be construed accordingly.
If NGET Restructuring Put Option is specified in the relevant Final Terms and at any time whilst any of the Instruments issued by NGET remains outstanding there occurs an NGET Restructuring Event and in relation to that NGET Restructuring Event, a Negative Certification is made and, within the NGET Restructuring Period either:
(the NGET Restructuring Event and Rating Downgrade or the NGET Restructuring Event and Negative Rating Event, as the case may be, occurring within the NGET Restructuring Period, together with a Negative Certification, shall be called a "Put Event"),
then the holder of each Instrument of NGET will have the option upon the giving of a Put Notice (as defined in Condition 5.6.4) to require NGET to redeem or, at the option of NGET,
*
Only applicable where NGET is the Issuer.
purchase (or procure the purchase of) such Instrument on the Put Date (as defined in Condition 5.6.4) at its principal amount together with accrued interest to the Put Date.
Promptly upon NGET becoming aware that a Put Event has occurred, and in any event no later than 14 days after the occurrence of a Put Event, NGET shall, or at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution of the Instrumentholders, the Trustee shall, give notice (a "Put Event Notice") to the Instrumentholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure (as set out in Condition 5.6.4) for exercising the option contained in this Condition 5.6.1.
"Electricity Act" means the Electricity Act 1989 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto;
"Electricity Transmission Licence" means the transmission licence, as subsequently amended from time to time, originally granted by the Secretary of State for Energy to NGET under the Electricity Act;
"Negative Certification" means, on the occurrence of an NGET Restructuring Event, such event or events being certified in writing by an independent financial adviser appointed by NGET and approved by the Trustee (or, if NGET shall not have appointed such an adviser within 21 days after becoming aware of the occurrence of such NGET Restructuring Event, appointed by the Trustee (following consultation with NGET)) as being in its opinion materially prejudicial to the interests of the Instrumentholders. Any Negative Certification by an independent financial adviser as to whether or not, in its opinion, any event defined as an NGET Restructuring Event is materially prejudicial to the interests of the Instrumentholders shall, in the absence of manifest error, be conclusive and binding upon NGET, the Trustee, the Instrumentholders and the Couponholders;
"Negative Rating Event" shall be deemed to have occurred if NGET is unable as a result of an NGET Restructuring Event to obtain a rating of the Instruments or of any other comparable unsecured and unsubordinated debt of NGET (or of any Subsidiary of NGET and which is guaranteed on an unsecured and unsubordinated basis by NGET) having an initial maturity of five years or more ("Rateable Debt") from a Rating Agency of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being), which rating NGET shall use all reasonable endeavours to obtain, provided that a Negative Rating Event shall not be deemed to have occurred in respect of a particular NGET Restructuring Event if the Rating Agency making the relevant reduction or declining to assign a rating of at least investment grade (as described above) does not announce or publicly confirm or otherwise inform the Trustee that the reduction or its declining to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable NGET Restructuring Event;
"NGET Restructuring Event" means the occurrence of any one or more of the following events:
(a) the Secretary of State for Trade and Industry or any official succeeding to his functions gives NGET written notice of revocation of the Electricity Transmission Licence in accordance with the terms as to revocation set out in Schedule 2 of the Electricity Transmission Licence, such revocation to become effective not later than the Maturity Date of the Instruments or NGET agrees in writing with the Secretary of State for Trade and Industry or any official succeeding to his functions to any revocation or surrender of the Electricity Transmission Licence or any legislation (whether primary or subordinate) is enacted terminating or revoking the Electricity Transmission Licence;
"NGET Restructuring Period" means:
"Rated Securities" means (a) the Instruments or (b) such other comparable unsecured and unsubordinated debt of NGET (or of any Subsidiary of NGET and which is guaranteed on an unsecured and unsubordinated basis by NGET) having an initial maturity of five years or more selected by NGET from time to time for the purpose of this definition with the approval of the Trustee and which possesses an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) by any Rating Agency (whether at the invitation of NGET or by its own volition);
"Rating Agency" means S&P Global Ratings Europe Limited or any of its Subsidiaries and their successors or Moody's Investors Service Ltd., or any of its Subsidiaries and their successors or any rating agency substituted for either of them (or any permitted substitute of them) by NGET from time to time with the prior written approval of the Trustee;
"Rating Downgrade" shall be deemed to have occurred in respect of an NGET Restructuring Event if the rating assigned to the Rated Securities by any Rating Agency which is current immediately prior to the occurrence of an NGET Restructuring Event (whether provided by a Rating Agency at the invitation of NGET or by its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall have already rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category (from BB+/Ba1 to BB/Ba2 or such similar lowering) provided that a Rating Downgrade shall not be deemed to have occurred in respect of or as a result of a particular NGET Restructuring Event if the Rating Agency making the relevant reduction in rating or declining to assign a rating of at least investment grade as provided in these Conditions does not announce or publicly confirm, or otherwise inform the Trustee, that the reduction or declining was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable NGET Restructuring Event;
"Subsidiary" means a subsidiary within the meaning of Section 1159 of the Companies Act 2006 and "Subsidiaries" shall be construed accordingly.
Any amount so paid will be reimbursed in the manner provided in Condition 6 against presentation and surrender of the relevant missing Coupon and/or Talon, subject to Condition 8. The Paying Agent to which such Instrument and Put Notice are delivered will issue to the Instrumentholder concerned a non-transferable receipt in respect of the Instrument so delivered.
Payment in respect of any Instrument so delivered will be made, if the Instrumentholder duly specified a bank account in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date in the manner provided in Condition 6 against presentation and surrender (or, in the case of part payment, endorsement) of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable. For the purposes of the Conditions and the Trust Deed, receipts issued pursuant to this Condition 5.6 shall be treated as if they were Instruments. NGET shall redeem the relevant Instruments on the Put Date unless previously redeemed or purchased.]
If Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of any Instrumentholder, upon such Instrumentholder giving not less than 15 nor more than 30 days' notice to the Issuer (or such other notice period as may be specified in the relevant Final Terms) redeem such Instrument on the Optional Redemption Date(s) (as specified in the relevant Final Terms) at its Optional Redemption Amount (as specified in the relevant Final Terms) together with interest accrued to the date fixed for redemption.
To exercise such option (which must be exercised on an Option Exercise Date) the holder must deposit such Instrument with any Paying Agent at its specified office, together with a duly completed option exercise notice ("Exercise Notice") in the form obtainable from any Paying Agent within the Instrumentholders' Option Period (as specified in the Final Terms). No Instrument so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.
All Instruments redeemed pursuant to any of the foregoing provisions will be cancelled forthwith together with all unmatured Coupons and unexchanged Talons attached thereto. All Instruments purchased by or on behalf of the Issuer or any of its Subsidiaries may, at the option of the Issuer be held by or may be surrendered together with all unmatured Coupons and all unexchanged Talons attached to them to a Paying Agent for cancellation, but may not be resold and when held by the Issuer or any of its respective Subsidiaries shall not entitle the holder to vote at any meeting of Instrumentholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Instrumentholders or for the purposes of Condition 11.
Payments of principal and interest in respect of Instruments (other than Australian Domestic Instruments) will, subject as mentioned below, be made against presentation and surrender of the relevant Instruments (in the case of all payments of principal and, in the case of interest, as specified in Condition 6.6.4) or Coupons (in the case of interest, save as specified in Condition 6.6.4), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the currency in which such payment is due drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the principal financial centre for that currency; provided that in the case of Euro, the transfer shall be in a city in which banks have access to T2.
Payments of principal and interest in respect of Australian Domestic Instruments will be made in Australian dollars to the persons registered in the Australian Register on the relevant Record Date (as defined below) as the holders of such Australian Domestic Instruments. Payments to holders in respect of each Australian Domestic Instrument will be made:
Payment of an amount due in respect of an Australian Domestic Instrument to the holder or otherwise in accordance with this Condition or to the Trustee discharges the obligation of the Issuer to all persons to pay that amount.
Payments will for all purposes be taken to be made when the relevant Issuer or the Agent gives irrevocable instructions for the making of the relevant payment by electronic transfer, being instructions which would be reasonably expected to result, in the ordinary course of banking business, in the funds transferred reaching the account to which the payment is to be made on the same day as the day on which the instructions are given.
If, following the application of Condition 6.7 (Non-business days), a payment is due to be made under an Australian Domestic Instrument to an account on a business day on which banks are not open for general banking business in the city in which the account is located, the Instrumentholder is not entitled to payment of such amount until the next business day on which banks in such city are open for general banking business and is not entitled to any interest or other payment in respect of any such delay.
In this Condition, in relation to Australian Domestic Instruments, "Record Date" means, in the case of payments of principal or interest, close of business on the date which is the eighth calendar day before the due date for the relevant payment of principal or interest.
Notwithstanding the above, if any Instruments are denominated in U.S. dollars, payments in respect of them may be made at the specified office of any Paying Agent in New York City in the same manner as specified above if (a) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Instruments in the manner provided above when due, (b) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (c) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.
Save as provided in Condition 7, payments will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment and the Issuer will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commission or expenses shall be charged to the Instrumentholders or Couponholders in respect of such payments.
The Issuing and Paying Agent, the Paying Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the Paying Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any holder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent or the Calculation Agent and to appoint additional or other Paying Agents, provided that the Issuer shall at all times maintain (a) an Issuing and Paying Agent, (b) a Paying Agent (which may be the Issuing and Paying Agent) having its specified office in a major European city, (c) a Calculation Agent where the Conditions so require one, (d) so long as the Instruments are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent having a specified office in such place as may be required by the rules and regulations of any other relevant stock exchange or other relevant authority, and (e) so long as the Instruments clear in a clearing system other than or in addition to Euroclear and Clearstream, Luxembourg, a Paying Agent that is able to make payments to such clearing system in accordance with the rules and procedure of such clearing system. As used in these Conditions, the terms "Issuing and Paying Agent", "Calculation Agent", and "Paying Agent" include any additional or replacement Issuing and Paying Agent, Calculation Agent or Paying Agent appointed under this Condition.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Instruments denominated in U.S. dollars in the circumstances described in Condition 6.3.
Notice of any such change or any change of any specified office shall promptly be given to the Instrumentholders in accordance with Condition 14.
If any date for payment in respect of any Instrument or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, "business day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" in the relevant Final Terms and:
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Instrument, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (but excluding any Coupons which may have become void pursuant to Condition 8).
All payments of principal and interest by or on behalf of the Issuer in respect of the Instruments and the Coupons will be made without withholding or deduction for or on account of, any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United Kingdom or any political subdivision of the United Kingdom or any authority in or of the United Kingdom having power to tax, unless such withholding or deduction is compelled by law. In that event, the Issuer will pay such additional amounts of principal and interest as will result in the receipt by the Instrumentholders or, as the case may be, the Couponholders of the amounts which would otherwise have been received by them in respect of the Instruments or Coupons had no withholding or deduction been made, except that no such additional amounts shall be payable in respect of any Instrument or Coupon presented for payment:
Notwithstanding any other provision of the Terms and Conditions or the Trust Deed, any amounts to be paid on the Instruments by or on behalf of the Issuer, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a "FATCA Withholding"). Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding.
As used in these Conditions, "Relevant Date" in respect of any Instrument or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to the Instrumentholders in accordance with Condition 14 that, upon further presentation of the Instrument or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (a) "principal" shall be deemed to include any premium payable in respect of the Instruments, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 5 or any amendment or supplement to it, (b) "interest" shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 3 or any amendment or supplement to it and (c) "principal" and/or "interest" shall be deemed to include any additional amounts which may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed.
Instruments and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless presented for payment within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.
If any of the following events (each an "Event of Default") occurs and is continuing, the Trustee at its discretion may, and if so requested by the holders of at least one-quarter in nominal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer at its registered office that the Instruments are, and they shall accordingly immediately become due and repayable at their Redemption Amount together with accrued interest (if any) to the date of payment:
[For the purposes of this Condition 9, "Principal Subsidiary"2 means NGET, National Grid North America Inc., National Grid USA, National Grid Electricity Distribution (East Midlands) plc, National Grid Electricity Distribution (West Midlands) plc, National Grid Electricity Distribution (South West) plc and National Grid Electricity Distribution (South Wales) plc and includes any successor entity thereto or any member of the group of companies comprising National Grid and each of its subsidiary undertakings (the "National Grid Group") which the Issuer has certified to the Trustee as being a company to which all or substantially all of the assets of a Principal Subsidiary are transferred, provided that any such company shall cease to be a Principal Subsidiary for the purpose of this Condition if at any time the Issuer, or any Subsidiary of the Issuer, ceases to control (as defined below) such company.
In the event that all or substantially all of the assets of a Principal Subsidiary are transferred to a member of the National Grid Group as described above, the transferor of such assets shall cease to be deemed to be a Principal Subsidiary for the purposes of this Condition.
For the purposes of this Condition 9, "control" of a company means holding more than 50 per cent. of the issued or allotted ordinary shares in such company.]*; or
* Only applicable where National Grid is the Issuer.
2 For the current list of Principal Subsidiaries, as at the date of this Prospectus, please see the section entitled "Description of National Grid plc – Organisational structure".
provided that in the case of paragraph (b) the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Instrumentholders.
The Trustee may, at its discretion and without further notice, institute such actions, steps or proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer under the Instruments or under the Trust Deed, but shall not be bound to do so unless:
No Instrumentholder or Couponholder shall be entitled to institute such actions, steps or proceedings directly against the Issuer unless the Trustee, having become bound to proceed as specified above, fails or is unable to do so within 60 days and such failure or inability is continuing.
The Trust Deed and the Australian Deed Poll (in the case of Australian Domestic Instruments) each contains provisions for convening meetings of Instrumentholders (including, in respect of the Trust Deed, meetings held by way of audio or video conference) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed or the Australian Deed Poll (as applicable)) of a modification of any of these Conditions or any provisions of the Trust Deed or the Australian Deed Poll (as applicable). An Extraordinary Resolution duly passed at any such meeting shall be binding on Instrumentholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders, except that any Extraordinary Resolution proposed, inter alia, (a) to amend the dates of maturity or redemption of the Instruments or any date for payment of interest on the Instruments, (b) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Instruments, (c) to reduce the rate or rates of interest in respect of the Instruments or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Instruments, (d) if a Minimum and/or a Maximum Rate of Interest is shown on the face of the Instrument, to reduce any such Minimum and/or Maximum Rate of Interest, (e) to vary any method of calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, (f) to take any steps that as specified in this Instrument may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, and (g) to modify the provisions concerning the quorum required at any meeting of Instrumentholders or the majority required to pass the Extraordinary Resolution will only be binding if passed at a meeting of the Instrumentholders (or at any adjournment of that meeting) at which a special quorum (as defined in the Trust Deed or the Australian Deed Poll (as applicable)) is present. A resolution in writing signed by the holders of not less than 95 per cent. in nominal amount of the Instruments will be binding on all Instrumentholders and Couponholders. The Issuer may convene a meeting of Instrumentholders jointly with the holders of all other instruments issued pursuant to the Agency Agreement and the Australian Deed Poll and not forming a single series with the Instruments to which meeting the provisions referred to above apply as if all such instruments formed part of the same series, provided that the proposals to be considered at such meeting affect the rights of the holders of the instruments of each series attending the meeting in identical respects (save insofar as the Conditions applicable to each such series are not identical).
The Trustee may agree, without the consent of the Instrumentholders or Couponholders, to (a) any modification of any of the provisions of the Trust Deed or the Australian Deed Poll that is of a formal, minor or technical nature or is made to correct a manifest error, and (b) any other modification (except as mentioned in the Trust Deed or the Australian Deed Poll), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed or the Australian Deed Poll that is in the opinion of the Trustee not materially prejudicial to the interests of the Instrumentholders. In addition, the Trustee shall be obliged to concur with the Issuers in using its reasonable endeavours to effect any Benchmark Amendments or Benchmark Replacement Conforming Changes or any amendments or modifications to the Conditions to give effect to provisions of 3.2.3(e)(C)(as applicable) in the circumstances and as otherwise set out in Condition 3.10 or Condition 3.11 without the consent or approval of the Instrumentholders and Couponholders. Any amendment or modification of the Conditions of Australian Domestic Instruments may be made without the consent of the Instrumentholders if such amendment or modification is made to give effect to any successor rate or alternative rate for the BBSW Rate as provided in Condition 3.2.3(c) and the Trustee shall be obliged to concur. Any such modification, authorisation or waiver shall be binding on the Instrumentholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the Instrumentholders as soon as practicable.
The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and/or the Australian Deed Poll and such other conditions as the Trustee may require, but without the consent of the Instrumentholders or the Couponholders, to the substitution of any other company in place of the Issuer or of any previous substituted company, as principal debtor under the Trust Deed or the Australian Deed Poll (in the case of Australian Domestic Instruments) and the Instruments. In the case of such a substitution the Trustee may agree, without the consent of the Instrumentholders or the Couponholders, to a change of the law governing the Instruments, the Coupons, the Talons and/or the Trust Deed and/or the Australian Deed Poll (as applicable) provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Instrumentholders.
In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Instrumentholders as a class and shall not have regard to the consequences of such exercise for individual Instrumentholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Instrumentholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Instrumentholders or Couponholders.
If an Instrument, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, listing authority and stock exchange regulations, at the specified office of such other Paying Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Instrumentholders in accordance with Condition 14 on payment by the claimant of the fees and costs incurred in connection with that replacement and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Instrument, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Instruments, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Instruments, Coupons or Talons must be surrendered before replacements will be issued.
The Issuer may from time to time without the consent of the Instrumentholders or Couponholders create and issue further instruments having the same terms and conditions as the Instruments and so that such further issue shall be consolidated and form a single series with such Instruments.
References in these Conditions to the Instruments include (unless the context requires otherwise) any other instruments issued pursuant to this Condition and forming a single series with the Instruments. Any such further instruments forming a single series with Instruments constituted by the Trust Deed or any deed supplemental to it or the Australian Deed Poll shall, and any other instruments may (with the consent of the Trustee), be constituted by the Trust Deed or the Australian Deed Poll (in the case of Australian Domestic Instruments).
The Trust Deed and the Australian Deed Poll each contains provisions for convening a single meeting of the Instrumentholders and the holders of instruments of other series if the Trustee so decides.
All notices required to be given to the Instrumentholders pursuant to these Conditions will be valid if published in a daily English language newspaper of general circulation in the United Kingdom (which is expected to be the Financial Times). If in the opinion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above.
In the case of Australian Domestic Instruments, the following provisions shall apply in lieu of any provisions of this Condition 14 which are inconsistent with the following provisions. Notices regarding Australian Domestic Instruments shall be published in a leading daily newspaper of general circulation in Australia. It is expected that such notices will normally be published in The Australian Financial Review. Any such notice will be deemed to have been given to the holders on the date of such publication.
Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Instruments in accordance with this Condition.
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including but not limited to provisions relieving it from any obligation to (a) appoint an independent financial adviser and (b) take proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer or any of its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings without accounting for any profit resulting from these transactions and to act as trustee for the holders of any other securities issued by the Issuer or any of its subsidiary undertakings, parent undertakings, joint ventures or associated undertakings.
No person shall have any right to enforce any term or condition of the Instruments under the Contracts (Rights of Third Parties) Act 1999.
For the avoidance of doubt, these provisions do not apply to Australian Domestic Instruments.
Upon the initial deposit of a Global Instrument with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or a depository for such other clearing system indicated in the relevant Final Terms including CDS Clearing and Depository Services Inc. ("CDS") (each a "Clearing System"), the Clearing System will credit each subscriber with a nominal amount of Instruments equal to the nominal amount of those Instruments for which it has subscribed and paid.
If the Global Instruments are stated in the relevant Final Terms to be issued in NGN form, (i) the Global Instruments will be delivered on or prior to the original issue date of the Tranche to a Common Safekeeper and (ii) the relevant Clearing System will be notified whether or not such Global Instruments are intended to be held in a manner which would allow Eurosystem eligibility. Depositing the Global Instruments with the Common Safekeeper does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Global Instruments which are issued in CGN form may be delivered on or prior to the original issue date of the Tranche to a Common Depositary.
If the Global Instrument is a CGN, upon the initial deposit of a Global Instrument with a depository or the Common Depositary, the relevant Clearing System will credit each subscriber with a nominal amount of Instruments equal to the nominal amount of those Instruments for which it has subscribed and paid. If the Global Instrument is an NGN, the nominal amount of the Instruments shall be the aggregate amount from time to time entered in the records of the relevant Clearing System. The records of such Clearing System shall be conclusive evidence of the nominal amount of Instruments represented by the Global Instrument and a statement issued by such Clearing System at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
Instruments which are initially deposited with the depository of the relevant Clearing System may also be credited to the accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with the relevant Clearing System held by such other clearing systems. Conversely, Instruments that are initially deposited with another clearing system may similarly be credited to the accounts of subscribers with the relevant Clearing System.
Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing System") as the holder of an Instrument represented by a Global Instrument must look solely to Euroclear, Clearstream, Luxembourg or such Alternative Clearing System (as the case may be) for his share of each payment made by an Issuer or the Issuers to the bearer of such Global Instrument and in relation to all other rights arising under the Global Instruments, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against either of the Issuers in respect of payments due on the Instruments for so long as the Instruments are represented by such Global Instrument and such obligations of such Issuer or Issuers will be discharged by payment to the bearer of such Global Instrument in respect of each amount so paid.
The Trustee may call for any certificate or other document to be issued by Euroclear, Clearstream, Luxembourg or such Alternative Clearing System in accordance with the rules and procedures of such clearing system as to the principal amount of Instruments represented by a Global Instrument standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal amount is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear, Clearstream, Luxembourg or such Alternative Clearing System and subsequently found to be forged or not authentic.
Instruments issued under the Programme may be represented by one or more temporary Global Instruments or permanent Global Instruments. Such Global Instruments may be deposited with a common depositary or a depository for the relevant Clearing System. Except in the circumstances described in the relevant Global Instrument, investors will not be entitled to receive Definitive Instruments. The relevant Clearing System 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 the relevant Clearing System.
While Instruments are represented by one or more Global Instruments, the relevant Issuer will discharge its payment obligations under such Instruments by making payments to the common depositary or a depository for the relevant Clearing System for distribution to their account holders. A holder of an interest in a Global Instrument must rely on the procedures of the relevant Clearing System to receive payments under the relevant Instruments. Such 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 right 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 the relevant Clearing System.
Each temporary Global Instrument will be exchangeable, free of charge to the holder, on or after its Exchange Date:
If the relevant Final Terms indicates that the temporary Global Instrument may be exchanged for Definitive Instruments, trading of such Instruments in Euroclear and Clearstream, Luxembourg will only be permitted in amounts which are an integral multiple of the minimum Specified Denomination, specified in the relevant Final Terms.
Each permanent Global Instrument will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under "Partial Exchange of Permanent Global Instruments", in part for Definitive Instruments if the permanent Global Instrument is held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so or, if the Global Instrument is held by or on behalf of CDS Clearing & Depository Securities Inc. ("CDS") and (i) CDS has notified the Issuer that it is unwilling or unable to continue to act as a depository for the Instruments and a successor depository is not appointed by the Issuer within 90 working days after receiving such notice; or (ii) CDS ceases to be a recognised clearing agency under the applicable Canadian or provincial securities legislation and no successor clearing system satisfactory to the Trustee is available within 90 working days after the Issuer becoming aware that CDS is no longer so recognised.
In the event that a Global Instrument is exchanged for Definitive Instruments, such Definitive Instruments shall be issued in Specified Denomination(s) only. An Instrumentholder who holds a principal amount of less than the minimum Specified Denomination will not receive a Definitive Instrument in respect of such holding and would need to purchase a principal amount of Instruments such that it holds an amount equal to one or more Specified Denominations.
For so long as a permanent Global Instrument is held on behalf of a clearing system and the rules of that clearing system permit, such permanent Global Instrument will be exchangeable in part on one or more occasions for Definitive Instruments if principal in respect of any Instruments is not paid when due.
If the Global Instrument is a CGN, on or after any due date for exchange the holder of a Global Instrument may surrender such Global Instrument or, in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying Agent. In exchange for any Global Instrument, or the part of that Global Instrument to be exchanged, the relevant Issuer will (a) in the case of a temporary Global Instrument exchangeable for a permanent Global Instrument, deliver, or procure the delivery of, a permanent Global Instrument in an aggregate nominal amount equal to that of the whole or that part of a temporary Global Instrument that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a permanent Global Instrument to reflect such exchange or (b) in the case of a Global Instrument exchangeable for Definitive Instruments, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Instruments or if the Global Instrument is a NGN, the Issuer will procure that details of such exchange be entered pro rata in the records of the relevant clearing system. In this Prospectus, "Definitive Instruments" means, in relation to any Global Instrument, the Definitive Instruments for which such Global Instrument may be exchanged (if appropriate, having attached to them all Coupons in respect of interest that have not already been paid on the Global Instrument and a Talon). Definitive Instruments will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Trust Deed. On exchange in full of each permanent Global Instrument, the relevant Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Instruments.
"Exchange Date" means, in relation to a temporary Global Instrument, the day falling after the expiry of 40 days after its issue date and, in relation to a permanent Global Instrument, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Instruments when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and in the city in which the relevant clearing system is located.
The temporary Global Instruments and permanent Global Instruments contain provisions that apply to the Instruments which they represent, some of which modify the effect of the terms and conditions of the Instruments set out in this Prospectus. The following is a summary of certain of those provisions:
No payment falling due after the Exchange Date will be made on any Global Instrument unless exchange for an interest in a permanent Global Instrument or for Definitive Instruments is improperly withheld or refused. Payments on any temporary Global Instrument issued in compliance with the D Rules before the Exchange Date will only be made against presentation of certification as to non-US beneficial ownership in the form set out in the Agency Agreement. All payments in respect of Instruments represented by a Global Instrument will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Instruments, surrender of that Global Instrument to or to the order of the Issuing and Paying Agent or such other Paying Agent as shall have been notified to the Instrumentholders for such purpose (which for Instruments held through CDS, will be the Canadian Paying Agent). Each payment so made will to the relevant extent discharge the Issuer's obligations to make the relevant payment in respect of the Instruments represented by that Global Instrument. If the Global Instrument is a CGN, a record of each payment so made will be endorsed on each Global Instrument, which endorsement will be prima facie evidence that such payment has been made in respect of the Instruments. If the Global Instrument is a NGN, the Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant clearing system and in the case of payments of principal, the nominal amount of the Instruments recorded in the records of the relevant clearing system and represented by the Global Instrument will be reduced accordingly. Payments under the NGN will be made to its holder. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant clearing system shall not affect such discharge.
For the purpose of any payments made in respect of a Global Instrument, the relevant place of presentation shall be disregarded in the definition of "business day" set out in Condition 6.7 (Non-Business Days).
The records of the relevant clearing systems which reflect the amount of the Instrumentholders' interests in the Instruments shall be conclusive evidence of the nominal amount of Instruments represented by the Global Instruments.
Claims against an Issuer in respect of Instruments which are represented by a permanent Global Instrument will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 7).
The holder of a permanent Global Instrument shall (unless such permanent Global Instrument represents only one Instrument) be treated as being two persons for the purposes of any quorum requirements of a meeting of Instrumentholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Instruments for which it may be exchanged in accordance with its terms.
Cancellation of any Instrument represented by a permanent Global Instrument which is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant permanent Global Instrument.
Instruments represented by a permanent Global Instrument may only be purchased by an Issuer or any of its subsidiary undertakings if they are purchased together with the right to receive all future payments of interest on those Instruments.
Any option of an Issuer provided for in the Conditions of any Instruments while such Instruments are represented by a permanent Global Instrument shall be exercised by such Issuer giving notice to the Instrumentholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Instruments drawn in the case of a partial exercise of an option and accordingly no drawing of Instruments shall be required. In the event that any option of such Issuer is exercised in respect of some but not all of the Instruments of any Series, the rights of accountholders with a clearing system or Approved Intermediary in respect of the Instruments will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) or any other Alternative Clearing System (as the case may be).
Any option of the Instrumentholders provided for in the Conditions of any Instruments while such Instruments are represented by a permanent Global Instrument may be exercised by the holder of the permanent Global Instrument giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Instruments with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent stating the nominal amount of Instruments in respect of which the option is exercised and at the same time, where the permanent Global Instrument is a CGN, presenting the permanent Global Instrument for notation. Where the Global Instrument is an NGN, the Issuer shall procure that details of such exercise shall be entered pro rata in the records of the relevant clearing system and the nominal amount of the Instruments recorded in those records will be reduced accordingly.
Where the Global Instrument is a NGN, the Issuer shall procure that any exchange, payment, cancellation, exercise of any option or any right under the Instruments, as the case may be, in addition to the circumstances set out above shall be entered in the records of the relevant clearing systems and upon any such entry being made, in respect of payments of principal, the nominal amount of the Instruments represented by such Global Instrument shall be adjusted accordingly.
In considering the interests of Instrumentholders while any Global Instrument is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Global Instrument and may consider such interests as if such accountholders were the holders of the Instruments represented by such Global Instrument.
Each Global Instrument provides that the Trustee, at its discretion, may, and if so requested by holders of at least one-quarter in nominal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution, shall cause such Global Instrument to become due and repayable in the circumstances described in Condition 9 by stating in the notice to the relevant Issuer the principal amount of such Global Instrument which is becoming due and repayable. If principal in respect of any Instrument is not paid when due, only the Trustee may enforce the rights of the Instrumentholders against such Issuer under the terms of the Trust Deed unless the Trustee, having become bound to proceed, fails to do so within a reasonable time and such failure is continuing.
So long as any Instruments are represented by a Global Instrument and such Global Instrument is held on behalf of a clearing system, notices to the holders of Instruments of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Instrument. Where a Global Instrument held by CDS is exchanged for Definitive Instruments in the circumstances set out in Section 2 above, the Issuer will provide notices to Instrumentholders in accordance with Condition 14, provided however that such notices will be published in a leading daily newspaper of general circulation in Canada (expected to be the Globe and Mail).
An amount equal to the net proceeds of the issue of each Series of Instruments will be used by the relevant Issuer for its general corporate purposes. If in respect of any particular issue of Instruments, there is a particular identified use of proceeds, this will be stated in the relevant Final Terms.
In particular, if so specified in the relevant Final Terms, the Issuer will apply an amount equal to the net proceeds from an offer of Instruments specified as "Eligible Bonds" for "Eligible Green Projects".
"Eligible Green Projects" means projects within the following eligible categories: (i) electricity networks; (ii) renewable energy; (iii) energy efficiency; and (iv) clean transportation.
Eligible Green Projects have been (or will be, as the case may be) selected by the Issuer in accordance with its May 2025 Green Financing Framework published on National Grid's website at https://www.nationalgrid.com/investors/debt-investors/green-financing and as updated from time to time. In connection with the issuance of Eligible Bonds, Moody's has evaluated National Grid's Green Financing Framework and has issued an independent opinion confirming that the Eligible Green Projects described in the Green Financing Framework are aligned with the ICMA Green Bond Principles 2021. Moody's independent opinion is also available for viewing at https://www.nationalgrid.com/investors/debtinvestors/green-financing.
According to the definition criteria set out by the ICMA Green Bond Principles 2021, only Tranches of Instruments financing or refinancing Eligible Green Projects meeting the Eligibility Criteria set out in the Green Financing Framework will be classified as "Eligible Bonds".
For the avoidance of doubt, neither the Green Financing Framework, nor the Moody's independent opinion, nor the content of any of the websites referenced in this "Use of Proceeds" section are, or shall be deemed to, constitute a part of nor are incorporated into this Prospectus.
CDS was formed in November 2006 pursuant to the restructuring of The Canadian Depository for Securities Limited ("CDS Ltd."). CDS is wholly owned by CDS Ltd. CDS Ltd. was incorporated in 1970 and remains the holding company for CDS and two other operating subsidiaries and is Canada's national securities clearing and depository services organisation. CDS Ltd. is wholly owned by TMX Group Limited.
Functioning as a service utility for the Canadian financial community, CDS provides a variety of computer automated services for financial institutions and investment dealers active in domestic and international capital markets. CDS participants ("CDS Participants") include banks (including the Canadian Subcustodians (defined below)), investment dealers and trust companies and may include the Dealers or affiliates of the Dealers. Indirect access to CDS is available to other organisations that clear through or maintain a custodial relationship with a CDS Participant. Transfers of ownership and other interests, including cash distributions, in Instruments in CDS may only be processed through CDS Participants and will be completed in accordance with existing CDS rules and procedures. CDS operates in Montreal, Toronto, Calgary and Vancouver to centralise securities clearing functions through a central securities depository.
CDS is the exclusive clearing house for equity trading on the Toronto Stock Exchange and also clears a substantial volume of over the counter trading in equities and bonds. The address for CDS is 100 Adelaide Street West, Toronto, ON, Canada, M5H 1S3.
Initial settlement for Instruments settling in CDS will be made in immediately available Canadian dollar funds. Such Instruments will be held by CDS & CO., as nominee of CDS. Beneficial interests in the relevant Global Instrument will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. If the Final Terms indicates the Instruments may clear in Euroclear and Clearstream, Luxembourg, investors may elect to hold interests in the Global Instrument directly through any of CDS (in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants of such systems, or indirectly through organisations which are participants in such systems. Links have been established among CDS, Euroclear and Clearstream, Luxembourg to facilitate issuance of Instruments and cross-market transfers of Instruments associated with secondary market trading. Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants through customers' securities accounts in their respective names on the books of their respective Canadian subcustodians, each of which is a Canadian Schedule I chartered bank ("Canadian Subcustodians"), which in turn will hold such interests in customers' securities accounts in the names of the Canadian Subcustodians on the books of CDS. CDS will be directly linked to Euroclear and Clearstream, Luxembourg through the CDS accounts of their respective Canadian Subcustodians.
Secondary market trading between CDS Participants will be in accordance with market conventions applicable to transactions in book-based Canadian domestic bonds. Secondary market trading between Euroclear participants and/or Clearstream, Luxembourg participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through CDS Participants, on the one hand, and directly or indirectly through Euroclear participants or Clearstream, Luxembourg participants, on the other, will be effected in CDS in accordance with CDS rules; however, such crossmarket transactions will require delivery of instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions to CDS directly or through its Canadian Subcustodian to take action to effect final settlement on its behalf by delivering or receiving Instruments in CDS, and making or receiving payment in accordance with normal procedures for settlement in CDS. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to CDS or the Canadian Subcustodians.
Because of time-zone differences, credits of Instruments received in Euroclear or Clearstream, Luxembourg as a result of a transaction with a CDS Participant will be made during subsequent securities settlement processing and dated the business day following the CDS settlement date. Such credits or any transactions in such Instruments settled during such processing will be reported to the relevant Euroclear participants or Clearstream, Luxembourg participants on such business day. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of Instruments by or through a Euroclear participant or a Clearstream, Luxembourg participant to a CDS Participant will be received with value on the CDS settlement date but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day following settlement in CDS.
On issue of any Australian Domestic Instruments, the relevant Issuer may, as specified in the relevant Final Terms, procure that the Australian Domestic Instruments are entered into the clearance and settlement system ("Austraclear System") operated by Austraclear Ltd (ABN 94 002 060 773) ("Austraclear"). On entry, Austraclear will become the sole registered Instrumentholder and legal owner of the Australian Domestic Instruments. Subject to the rules and regulations known as the Austraclear Regulations established by Austraclear (as amended or replaced from time to time) to govern the use of the Austraclear System, together with any directions or instructions, participants of the Austraclear System ("Accountholders") may acquire rights against Austraclear in relation to those Australian Domestic Instruments as beneficial owners and Austraclear is required to deal with the Australian Domestic Instruments in accordance with the directions and instructions of the Accountholders. Any potential investors who are not Accountholders would need to hold their interest in the relevant Australian Domestic Instruments through a nominee who is an Accountholder. All payments by the relevant Issuer in respect of Australian Domestic Instruments entered in the Austraclear System will be made directly to an account agreed with Austraclear or as it directs in accordance with the Austraclear Regulations.
Where Austraclear is registered as the Instrumentholder of any Australian Domestic Instruments that are lodged in the Austraclear System, Austraclear may, where specified in the Austraclear Regulations, transfer the Australian Domestic Instruments to the person in whose Security Record (as defined in the Austraclear Regulations) those Australian Domestic Instrument are recorded and, as a consequence, remove those Australian Domestic Instruments from the Austraclear System.
Potential investors in Australian Domestic Instruments should inform themselves of, and satisfy themselves with, the Austraclear Regulations and (where applicable) the rules of Euroclear and Clearstream, Luxembourg and the arrangements between them and their nominees in the Austraclear System.
On entry in the Austraclear System, interests in the Australian Domestic Instruments may be held through Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in the Australian Domestic Instruments in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as nominee of Euroclear, while entitlements in respect of holdings of interests in the Australian Domestic Instruments in Clearstream, Luxembourg would be held in the Austraclear System by BNP Paribas Securities Services, Australia Branch as nominee of Clearstream, Luxembourg.
The rights of a holder of interests in Australian Domestic Instruments held through Euroclear or Clearstream, Luxembourg are subject to the respective rules and regulations of Euroclear and Clearstream, Luxembourg, the arrangements between Euroclear and Clearstream, Luxembourg and their respective nominees and the Austraclear Regulations.
Any transfer of Australian Domestic Instruments will be subject to the Australian Corporations Act and the other requirements set out in the Terms and Conditions of the Australian Domestic Instruments and, where the Australian Domestic Instruments are entered in the Austraclear System, the Austraclear Regulations. Secondary market sales of Australian Domestic Instruments settled in the Austraclear System will be settled in accordance with the Austraclear Regulations.
National Grid plc ("National Grid") is the name of the holding company of the group of companies (the "National Grid Group") which was the product of a recommended merger between National Grid Group plc and Lattice Group plc (now Lattice Group Limited, "Lattice"). This merger was implemented by way of a sanctioned scheme of arrangement under the Companies Act 1985 between Lattice and its shareholders and was completed on 21 October 2002. Following the closing of the merger, National Grid Group plc was renamed National Grid Transco plc and on 26 July 2005 it changed its name to National Grid plc.
National Grid was incorporated in England and Wales on 11 July 2000 as a public company limited by shares under the Companies Act 1985. The address of National Grid's registered office is 1-3 Strand, London, WC2N 5EH and the telephone number of the main switchboard at the registered office is +44 20 7004 3000. The website of the Issuer is https://www.nationalgrid.com/group. No information on such website forms part of this Prospectus except as specifically incorporated by reference, see "Documents Incorporated by Reference".
National Grid is, directly or indirectly, the ultimate holding company of all the companies in the National Grid Group and its assets are substantially comprised of shares in such companies. National Grid does not conduct any other business and is accordingly dependent on the other members of the National Grid Group and revenues received from them.
National Grid's senior unsecured debt obligations are rated BBB by S&P, BBB by Fitch and Baa2 by Moody's. S&P is not established in the UK but the rating it has given to National Grid's senior unsecured debt obligations is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation. Fitch and Moody's are established in the UK and registered under the UK CRA Regulation.
National Grid's aim is to be at the heart of a clean, fair and affordable energy future. Its objectives are to:
These priorities reflect the National Grid Group's purpose—'to bring energy to life'—and are underpinned by its values, which are to:
National Grid's principal operations (its core regulated businesses) are the ownership and operation of electricity transmission and distribution infrastructure in the United Kingdom and electricity transmission and gas and electricity distribution infrastructure in the United States. National Grid also has interests in related markets, including electricity interconnectors, liquefied natural gas ("LNG") storage and regasification, large-scale renewable generation, conventional generation and competitive transmission. As at 31 March 2025, National Grid had 31,645 employees across the United Kingdom and United States.
In 2021, National Grid announced a renewed strategic focus on electricity, culminating in a number of significant transactions, including: (i) in June 2021, the acquisition of Western Power Distribution plc, the United Kingdom's largest electricity distribution network operator (now National Grid Electricity Distribution plc); (ii) the sale of its Rhode Island gas and electricity distribution business in May 2022; and (iii) the sale of a majority interest (60 per cent.) in its UK Gas Transmission and Metering Business in January 2023 (now National Gas Transmission plc), and in March 2024, the sale of a further 20 per cent. interest in that business. Finally, on 26 September 2024 National Grid announced the completion of the sale of the final remaining 20 per cent. equity interest by the consortium led by Macquarie Asset Management, after it had exercised its option agreement in July. These transactions have shifted National Grid's portfolio of assets from approximately 60 per cent. electricity and 40 per cent. gas in 2021 to approximately 75 per cent. electricity and 25 per cent. gas in 2025.
In 2022, the UK Government announced that NGESO, a subsidiary of National Grid, would become part of an independent system operator (ISOP) public body. At the end of October 2023, the implementing legislation, the UK Energy Act 2023, received royal assent providing for the ISOP to have a critical role in delivering strategic, whole system energy planning and oversight, while National Grid and other industry participants continue to invest in and transform the UK's energy infrastructure. As a result, National Grid, working closely with the Department for Energy Security and Net Zero ("DESNZ") and Ofgem, successfully separated NGESO from its business and the sale of NGESO, renamed National Energy System Operator ("NESO"), to DESNZ completed on 1 October 2024. NESO now operates as an independent, public corporation, responsible for planning Britain's electricity and gas networks and operating the electricity system.
In 2023, National Grid created a strategic infrastructure business unit ("Strategic Infrastructure") to deliver electricity transmission projects awarded to the National Grid Group under Ofgem's ASTI framework, facilitating the connection of more clean, low-carbon power to the transmission network. These projects, along with other investment programmes, are expected to require National Grid to materially increase its annual level of capital investment over the next decade compared to current levels, with plans to invest around £60 billion until March 2029 across the National Grid Group.
On 23 May 2024, in order to fund the above-referenced significant step up in capital investment in energy network infrastructure, National Grid announced a capital raise of approximately £7.0 billion by way of a fully underwritten rights issue of 1,085,448,980 new shares at 645 pence per new share on the basis of 7 new shares for every 24 existing shares. On 12 June 2024, National Grid announced that it had received valid acceptances in respect of 987,429,382 new ordinary shares, representing approximately 91 per cent. of the total number of new ordinary shares to be issued pursuant to the fully underwritten rights issue and later that day confirmed that its underwriters had successfully procured subscribers for all of the 97,727,572 new ordinary shares for which valid acceptances had not been received, representing approximately 9 per cent. of the total number of new ordinary shares to be issued pursuant to the fully underwritten rights issue, as well as for all of the 292,026 ordinary shares resulting from the aggregation of fractional entitlements of ordinary shares, at a price of 835 pence per new ordinary share.
On 23 May 2024, National Grid also announced its intention to sell Grain LNG as well as National Grid Renewables ("NGR"), with National Grid Ventures ("NGV") focusing on interconnectors (including offshore hybrid assets ("Offshore Hybrid Assets") a new asset type) in the United Kingdom and competitive electricity transmission projects in the United States in the future. The sale of NGR to Brookfield Asset Management was completed on 30 May 2025. On 14 August 2025, National Grid announced it had agreed to sell its Grain LNG business to a consortium of multinational energy company Centrica plc and energy infrastructure investment firm, Energy Capital Partners LLC.
The performance of National Grid's businesses is reported by segment, reflecting the management responsibilities and economic characteristics of each activity. The National Grid Group's business segments are:
Further information about each of these business segments and other operations is set out below.
National Grid is the ultimate holding company of the National Grid Group. National Grid's principal subsidiaries are:
Gas Company ("KEDNY") and KeySpan Gas East Corporation ("KEDLI") in New York and Boston Gas Company ("Boston Gas"), Massachusetts Electric Company ("MECO") and New England Power Company ("NEP") in Massachusetts.
National Grid's objects and purposes are not restricted by its Articles of Association.
National Grid owns and operates the electricity transmission system in England and Wales. It also includes a Strategic Infrastructure business unit which was established with effect from 1 April 2023, which will deliver UK ET projects through the regulator Ofgem's ASTI framework, in order to connect 50GW of offshore electricity generation by 2030.
National Grid owns and operates the UK's largest electricity distribution business with its four distribution network operators in the Midlands (East and West), the South West and South Wales. Through this business segment, National Grid owns and operates the power lines and infrastructure that connect transmission networks, and converts high-voltage electricity to lower voltage for delivery to individual consumers.
National Grid's New England business unit comprises regulated electricity transmission networks across Massachusetts, New Hampshire and Vermont, as well as its regulated electricity and gas distribution networks in Massachusetts.
National Grid is responsible for billing, customer service and supply services in New England.
National Grid's New York business unit comprises regulated electricity transmission facilities and distribution networks in upstate New York, as well as regulated gas distribution networks located in service territories in upstate New York, New York City and in Long Island.
National Grid is also responsible for billing, customer service and supply services in New York.
NGV manages National Grid Group's diverse portfolio of energy businesses that are complementary to its core regulated operations. The business is focused on competitive markets across the UK and US. Its portfolio includes six electricity interconnectors between the UK and Europe, US competitive transmission, power generation, LNG import and battery storage.
National Grid's other activities that do not form part of any of its core regulated businesses or NGV, primarily relate to National Grid Partners, the corporate venture and innovation arm of National Grid, plus UK property, insurance and corporate activities.
National Grid's securities are listed on the London Stock Exchange and on the New York Stock Exchange and, as a consequence, National Grid is subject to regulation by the FCA in the UK, the US Securities and Exchange Commission and by the relevant stock exchanges themselves.
National Grid operates in a highly regulated environment, which means that good relationships with economic and safety regulators, in addition to its other stakeholders, are essential to set the frameworks within which National Grid's businesses operate.
National Grid's licences to participate in transmission, distribution and interconnection activities are established under the Electricity Act 1989, as amended (the "Electricity Act"). The Electricity Act requires National Grid to develop, maintain and operate economic and efficient networks and to facilitate competition in the supply of electricity in Great Britain. The Electricity Act also gives National Grid certain statutory powers, including the right to bury its pipes or cables under public highways and the ability to use compulsory powers to purchase land to enable the conduct of its business.
National Grid's licensed activities are regulated by Ofgem, which has a statutory duty under the Electricity Act to protect the interests of consumers. To protect consumers from the ability of companies to set unduly high prices, Ofgem has established price controls that limit the amount of revenue such regulated businesses can earn. In setting price controls, Ofgem must consider the need of licence holders to finance their obligations under the Electricity Act, ensuring a level of revenue for the duration of the price control sufficient for National Grid to meet its statutory duties and licence obligations with a reasonable return on its investments. Licensees and other affected parties can appeal price controls or within period licence modifications which have errors, including in respect of financeability.
National Grid's UK ET and UK ED businesses operate under three separate price controls, which cover its roles as transmission owner ("TO"), and distribution network operator ("DNO"), respectively.
The transmission and distribution businesses follow RIIO established by Ofgem. There are multiple price controls under this framework, including:
TOs and DNOs in the United Kingdom are natural monopolies and, to ensure value for money for consumers, UK ET and ED are regulated by Ofgem. The operations are regulated under respective transmission and distribution licences which set the requirements that UK ET and ED need to deliver for their customers. In addition to the base level of revenue which the TOs and DNOs are allowed to earn, there are incentives to innovate and deliver various outputs relating to customer service, network performance, the environment, connections, DSO activities and efficiency. The achievement or not of targets in relation to these activities can result in rewards or penalties.
In addition to these two sets of regulated network price controls, there is also a tariff cap and floor price control applied to the regulation of National Grid's electricity interconnector interests.
Under RIIO, the outputs National Grid delivers are explicitly articulated and allowed revenues are directly linked to their delivery, although some outputs and deliverables have only a reputational impact or are linked to legislation. These outputs reflect what National Grid's stakeholders expect National Grid to deliver and are determined through an extensive consultation process with stakeholders giving them considerable opportunity to influence decisions.
Using information National Grid has submitted, along with independent assessments, Ofgem determines the efficient level of expected costs necessary for these deliverables to be achieved. Under RIIO this is known as 'totex', which is a component of total allowable expenditure and is broadly the sum of what was defined in previous price controls as operating expenditure (opex) and capital expenditure (capex).
A number of assumptions are necessary in setting allowances for the outputs that National Grid will deliver, including the volumes of work that will be needed and the price of the various external inputs required to achieve them. Consequently, there are a number of uncertainty mechanisms within the RIIO framework designed to protect consumers and network companies by avoiding the need to set allowances when future needs and costs are uncertain.
Where National Grid under- or over-spends the allowed totex for reasons that are not covered by uncertainty mechanisms, there is a 'sharing' factor. This means it shares the under- or over-spend with customers through an adjustment to allowed revenues in future years. This sharing factor provides an incentive for National Grid to provide the outputs efficiently, as it is able to keep a portion of savings it makes, with the remainder benefitting its customers. Likewise, it provides a level of protection for National Grid if it needs to spend more than allowances. Alongside this, there are several specific areas where companies can submit further claims for new allowances within the period, for instance to enable net zero.
Allowed revenue to fund totex costs is split between RIIO 'fast' and 'slow' money categories using specified ratios that are fixed for the duration of the price control. Fast money represents the amount of totex National Grid is able to recover in the year of expenditure. Slow money is added to regulatory asset value ("RAV").
RIIO-ED2, covering the period 1 April 2023 to 31 March 2028, is the second price control to be set under the RIIO model. It builds on the framework established for RIIO-ED1, that ran for 8 years from 1 April 2015 to 31 March 2023.
National Grid's RIIO-ED2 business plan was co-created with its stakeholders through a comprehensive consultation process and has been designed to deliver on four crucial outcomes for its customers: affordability, sustainability, connectability and vulnerability.
The RIIO-T2 price control started on 1 April 2021 and builds on the framework established for RIIO-T1. Inter alia, it introduces a range of new mechanisms to facilitate the transition to net zero, continues support for innovation, incentivises National Grid to deliver outputs and service quality with ambitious targets aligned to its customers' and stakeholders' requirements and increases the opportunity to secure new funding within the price control period. The Independent User Group ("IUG") includes a cross-section of the energy industry and represents the interests of consumers, environmental and public interest groups, as well as large-scale and small-scale customers. It was established in July 2018 to ensure stakeholders are at the heart of National Grid's decision-making processes and its plan is fully reflective of customers', consumers' and other stakeholders' requirements. The IUG has an enduring role in RIIO-T2 with three key focus areas:
The following table sets out the key parameters of Ofgem's RIIO-T2 and RIIO-ED2 determinations for UK ET and UK ED respectively:
| Key Parameters | UK ET | UK ED | ||||
|---|---|---|---|---|---|---|
| RoE(1) | 4.25 per cent. to 5.20 per cent. (real, relative to UK CPIH), at 55 per cent. gearing (4.52 per cent. to 5.59 per cent. at 60 per cent. gearing) |
5.28 per cent. to 5.59 per cent. (real, relative to CPIH) at 60 per cent. gearing |
||||
| Allowed debt funding | Calculated and updated each year using an extending 'trombone-like' trailing average of iBoxx Utilities 10+ year index (increases from 10 years for 2021/22 to 14 years for 2025/26), plus 25bps additional borrowing costs |
Calculated and updated each year using 17-year trailing average of iBoxx Utilities 10+ year index, plus 25bps additional cost of borrowing, 55bps calibration adjustments, plus 6bps infrequent issuer premium for West Midlands, South Wales and South West |
||||
| Depreciation of RAV . | No change in policy: straight line over 45 years for post-2021 RAV additions, with pre-2021 RAV additions as per RIIO-T1 |
Straight-line 45-year depreciation | ||||
| Notional gearing | 55 per cent. | 60 per cent. | ||||
| Split between fast/slow money |
Fast: RIIO-T2 baseline 22 per cent.; RIIO-T2 uncertainty mechanisms 15 per cent. Slow: RIIO-T2 baseline 78 per cent.; TO uncertainty mechanisms 85 per cent. |
Capitalisation rate 1 slow money: 77 per cent. to 79 per cent. Capitalisation rate 2 slow money: 85 per cent |
||||
| Sharing factor | 33 per cent. | 50 per cent. | ||||
| Core baseline totex (cumulative of five years of RIIO-T2) |
£5.8 billion | £5.9 billion in 2020/21 prices |
Note:
(1) The cost of equity in RIIO-T2 is subject to annual adjustments that are calculated using the Capital Asset Pricing Model, through indexation of the 'risk-free rate' parameter. The range shown above is Ofgem's estimate of the allowed RoE over the five years of RIIO-T2, as updated in the RIIO-T2 Price Control Financial Model published in January 2024. The cost of equity in RIIO-ED2 is subject to annual adjustments that are calculated using the Capital Asset Pricing Model, through indexation of the 'risk-free rate' parameter. The range shown above is Ofgem's estimate of the allowed RoE over the five years of RIIO-ED2, as updated in the RIIO-ED2 Price Control Financial Model published in December 2023.
National Grid submitted its UK ET plan for the RIIO-T3 period from 2026 to 2031 to Ofgem in December 2024. The plan includes an investment of up to £35 billion in expanding network capacity, connecting customers, and ensuring the health and resilience of the network. The plan is also designed to adapt in line with the UK Government's Clean Power 2030 ambition. National Grid is clear that success will be dependent on the UK Government and Ofgem taking action in relation to community acceptance and planning consent, reform of customer connections and development of supply chain skills.
On 1 July 2025, Ofgem published its draft determination for RIIO-T3 which continues to recognise the need for significant levels of investment in networks and the requirement for an investable framework to support its delivery. National Grid is currently reviewing the detail contained in the draft determination. Ofgem is expected to publish its final determination in December 2025 and National Grid will continue working closely with Ofgem to agree a price control that ensures the reliable and affordable flow of clean electricity while also meeting the increase in demand for power. A resilient, future-proofed network will be critical to economic competitiveness and growth for the country in the years ahead.
National Grid continues to support onshore competition where this can deliver benefits to consumers. The wider economic and political landscape has shifted significantly since the introduction of competition in onshore networks has first been considered, and continues to change, particularly around the move to centralised network planning arrangements. National Grid is working closely with NESO, DESNZ and Ofgem to support the development of the competition framework to ensure that it is aligned with the wider landscape, and to support the identification of a suitable pipeline of projects. It supports the ambition to tender a suitable pilot project in the final quarter of 2025 to test the framework and to apply learnings for future tenders.
Interconnectors primarily derive their revenues from sales of capacity to users who wish to move power between market areas with different prices. Under UK legislation, interconnection businesses must be separate from the transmission businesses. There is a range of different regulatory models available for interconnector projects. These involve various levels of regulatory intervention, ranging from fully merchant (where the project is fully reliant on sales of interconnector capacity) to cap and floor.
The cap and floor regime is now the regulated route for interconnector investment in Great Britain and may be sought by project developers who do not qualify for, or do not wish to apply for, exemptions from UK and European legislation which would facilitate a merchant development.
Offshore Hybrid Assets combine interconnection with offshore wind. Ofgem has established a pilot scheme and is developing the regulatory regime for these assets.
In the United States, public utilities' retail transactions are regulated by state utility commissions, which serve as economic regulators, approving cost recovery and authorised rates of return. The state commissions establish the retail rates to recover the cost of transmission and distribution services within their respective jurisdictions. They also serve the public interest by ensuring utilities provide safe and reliable services at just and reasonable prices. The commissions establish service standards and approve public utility mergers and acquisitions. State commissions are also asked to approve a variety of programmes and costs related to state energy and climate goals. At the federal level, the Federal Energy Regulatory Commission ("FERC") regulates wholesale transactions for utilities, such as interstate transmission and wholesale electricity sales, including rates for these services. The FERC also regulates public utility holding companies and centralised service companies, including those of National Grid's US businesses.
The US regulatory regime is premised on allowing the utility the opportunity to recover its cost of service and earn a reasonable return on its investments as determined by each commission. Utilities submit formal rate filings (rate cases) to the relevant state regulator when additional revenues are necessary to provide safe, reliable service to customers. Utilities can be compelled to file a rate case either due to complaints filed with the commission or at the commission's own discretion.
The rate case is sometimes negotiated with parties representing customers and other interests. The utility is required to prove that the requested rate change is just and reasonable, and the requested rate plan can span multiple years. In the states where National Grid operates, a rate case proceeding can take nine to 13 months for the commission to render a final decision, although, in some instances, rules allow for longer negotiation periods which may extend the length of the rate case proceeding. Unlike the state processes, the FERC has no specified timeline for adjudicating a rate case; typically, it makes a final decision effective retroactively when the case is complete.
Gas and electricity rates are established from a revenue requirement, or cost of service, equal to the utility's total cost of providing distribution or delivery service to its customers, as approved by the commission in the rate case. This revenue requirement includes operating expenses, depreciation, taxes and a fair and reasonable return on shareholder capital invested in certain components of the utility's regulated asset base. This is typically referred to as its rate base.
The final revenue requirement and rates for service are approved in the rate case decision. The revenue requirement is derived from a comprehensive study of the utility's total costs during a representative 12 month period of operations, referred to as a test year. Each commission has its own rules and standards for adjustments to the test year. These may include forecast capital investments and operating costs.
Each operating company has a set of rates for service. National Grid has three electric operating companies: NMPC, with operations in upstate New York, and MECO and Nantucket Electric, with operations in Massachusetts. National Grid also has four gas distribution operating companies: NMPC, with operations in upstate New York, KEDNY and KEDLI, with operations in downstate New York, and Boston Gas, with operations in Massachusetts. National Grid's distribution operating companies have revenue decoupling mechanisms that de-link the companies' revenues from the quantity of energy delivered and billed to customers. These mechanisms remove the natural disincentive utility companies have for promoting and encouraging customer participation in energy efficiency programmes that lower energy end-use and distribution volumes.
National Grid bills its customers for their use of electricity and gas services. Customer bills typically cover the cost of electricity or gas delivered, and charges covering its delivery service. National Grid's customers are allowed to select an unregulated competitive supplier for the commodity component of electricity and gas utility services. A substantial proportion of National Grid's costs, in particular electricity and gas commodity purchases, are 'pass-through' costs fully recoverable from its customers. National Grid recovers 'pass-through' costs through making separate charges to customers, designed to recover those costs with no profit. National Grid adjusts rates from time to time, often annually, to make sure that any over- or under-recovery of these costs is returned to, or recovered from, its customers.
National Grid's rate plans are designed to produce a specific allowed RoE, by reference to an allowed operating expense level and rate base. Some rate plans include earnings sharing mechanisms that allow National Grid to retain a proportion of the earnings above the allowed RoE it achieves through improving efficiency, with the balance benefiting customers.
In addition, National Grid's performance under certain rate plans is subject to service performance targets. National Grid may be subject to monetary penalties in cases where it does not meet those targets.
National Grid's FERC-regulated transmission companies (NMPC and NEP) use formula rates (instead of periodic stated rate cases) to set rates annually that recover their cost of service. Through the use of annual true-ups, formula rates recover National Grid's actual costs incurred and the allowed RoE based on the actual transmission rate base each year. National Grid must make annual formula rate filings documenting the revenue requirement that customers can review and challenge.
Revenue for National Grid's wholesale transmission businesses in New England and New York is collected from wholesale transmission customers. These are typically other utilities and include National Grid's own New England electricity distribution businesses. With the exception of upstate New York, which continues to combine retail transmission and distribution rates to end-use customers, these wholesale transmission costs are incurred by distribution utilities on behalf of their customers. They are fully recovered as a passthrough from end-use customers, as approved by each state commission.
National Grid's Long Island generation plants sell capacity to the Long Island Power Authority under 15 year and 25-year power supply agreements and within wholesale tariffs approved by FERC. Through the use of cost-based formula rates, these long-term contracts provide a similar economic effect to cost-ofservice rate regulation.
One measure used to monitor the performance of National Grid's regulated businesses is a comparison of achieved RoE to allowed RoE. However, this measure cannot be used in isolation, as several factors may prevent National Grid from achieving the allowed RoE. These include financial market conditions, regulatory lag (e.g. the time period after a rate or expense is approved for recovery but before National Grid collects the same from customers) and decisions by the regulator preventing cost recovery in rates from customers.
National Grid works to increase achieved RoE through:
The objectives of National Grid's rate case filings are to make sure that National Grid has the right cost of service with the ability to earn a fair and reasonable rate of return, while providing a safe, reliable and affordable service to National Grid's customers. In order to achieve these objectives and to reduce regulatory lag, National Grid has been successful in obtaining structural changes to its rate plans, such as revenue decoupling mechanisms, capital trackers, commodity-related bad debt true ups, pension and other post-employment benefit ("OPEB") true ups, separately from base rates, and performance-based frameworks such as incentives and multi-year plans. The following chart provides a summary of National Grid's rate plans as at 31 March 2025:
| Niagara Mohawk1,6 NYPSC \$9,232m 48:52 9.0% 7.19% P P (upstate, electricity) Niagara Mohawk (upstate, \$2,266m 48:52 9.0% 4.64% P P gas) \$7,212, 48:52 9.35% 10.52% P P P KEDNY (downstate)2 \$4,439m 48:52 9.35% 10.64% P P P KEDLI (downstate)3 Massachusetts Massachusetts Department of \$3,766m 53:47 9.35% 8.1% P Electric/Nantucket Electric Public Utilities Massachusetts Gas5 \$5,407m 53:47 9.7% 8.6% P P Federal Energy Canadian Interconnector/ Regulatory \$58m 65:35 11.1% 11.1% n/a n/a Other4 Commission New England Power4 \$2,937m 60:40 10.6% 11.1% n/a n/a |
2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2025) base Mar Rate (31 |
Equity-to-debt ratio |
on Return Allowed Equity |
Return 2025) Equity Achieved Mar (31 on |
† decoupling Revenue |
‡ tracker Capital |
related § true-up Commodity debt bad |
Pension/OPEB ◊ true-up |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A mechanism that removes the link between a utility's revenue and sales volume so that the utility is indifferent to changes in usage. Revenues are reconciled to a revenue target, with differences billed or credited to customers. This allows the utility to support energy efficiency.
A mechanism that allows the recovery of the revenue requirement of incremental capital investment above that embedded in base rates, including depreciation and a return on the incremental investment.
A mechanism that allows a utility to reconcile commodity-related bad debt either to actual commodity related bad debt or to a specified commodity related bad debt write-off percentage. For electricity utilities. this mechanism also includes working capital.
A mechanism that reconciles the actual non-capitalised costs of pension and other post-employment benefits (OPEB) and the actual amount recovered in base rates. The difference may be amortised and recovered over a period or deferred for a future rate case.
The following is a summary of significant, recent developments in rate filings and the regulatory environment:
Niagara Mohawk filed a joint proposal setting forth a three-year rate plan with the New York Public Service Commission ("NYPSC") in April 2025. The NYPSC issued an order approving the joint proposal on 14 August 2025.
A joint proposal setting forth a three-year rate plan for KEDNY and KEDLI was approved by the NYPSC in August 2024.
On 30 September 2024, the Massachusetts Department of Public Utilities ("MADPU") issued its order on National Grid's petition for an increase in electric base distribution rates for Massachusetts Electric Company and Nantucket Electric Company. The MADPU approved a five-year rate plan with new rates effective as of 1 October 2024, an allowed Return on Equity of 9.35 per cent. on an equity ratio of 52.83 per cent. and a revenue increase of \$90.2 million. The order also introduced a new regulatory recovery mechanism that provides timely funding for growing capital investment requirements up to a cap, alongside a performance based ratemaking (PBR-O) recovery mechanism for operating and maintenance costs. Additionally, the MADPU approved a multi-tiered low-income discount rate along with performance incentives for low-income programme enrolment and distributed energy resources (DER) interconnections.
On 30 September 2021, the MADPU issued an order in Boston Gas Company's most recent rate case. The MADPU decision: (1) allowed an increase in base revenues of \$144.86 million, as compared with the request for \$220.74 million; (2) authorised an RoE of 9.70 per cent., raised from the previous RoE of 9.5 per cent.; (3) authorised a capital structure of 53.44 per cent. equity and 46.56 per cent. debt; and (4) allowed for recovery of the costs of 133 new, incremental full-time employees. The decision also approved the Boston Gas Company's proposed five-year performance- based ratemaking plan which adjusts distribution rates annually based on a predetermined formula. Boston Gas Company had also presented its 'Future of Heat' proposals to address Massachusetts' ambitious greenhouse gas emissions reduction goals. These proposals are innovative programmes and demonstration projects that the Boston Gas Company has developed to reduce emissions, promote gas demand response, and encourage the development of sustainable heating options and new technologies to advance low-carbon heating solutions. Ultimately, the MADPU elected to remove National Grid's Future of Heat proposals from the rate case without prejudice for their consideration as part of other proceedings. Subsequently, on 15 December 2021, the MADPU approved the Boston Gas Company's geothermal district energy demonstration programme for five years with a budget of \$15.6 million.
KEDNY and KEDLI rate cases approved by the NYPSC on 15 August 2024 which updated allowed revenues to reflect the National Grid Group's cost of service more closely, while maintaining affordable energy for customers. A joint proposal approved by the NYPSC setting forth a three-year rate plan for KEDNY and KEDLI provides overall annual revenue requirement increases, including \$444 million for KEDNY and \$246.5 million for KEDLI for the year ending on 31 March 2025. The joint proposal reflects \$1.57 billion in capital investments for KEDNY and KEDLI in the first rate year to modernise KEDNY and KEDLI's gas infrastructure to implement safety improvements, enhance reliability and resilience, replace ageing and leak-prone facilities, and reduce methane emissions. The joint proposal aligns with National Grid Group's 2050 vision to support a sustainable and affordable path towards a low-carbon energy future. Additionally, the Joint Proposal includes initiatives to expand low income and energy-efficiency programmes, fund renewable natural gas projects, and enhance customer service.
On 28 May 2024, NMPC filed a rate case with the NYPSC seeking to update its allowed revenues to reflect National Grid's cost of service more closely, while maintaining affordable energy for customers. A joint proposal setting forth a three-year rate plan for NMPC was filed with the NYPSC on 25 April 2025 setting forth overall annual revenue requirement increases, including (i) electric revenue increases of \$288.4 million for the Rate Year One ending 31 March 2026, \$141.7 million for the Rate Year Two ending 31 March 2027, and \$194.8 million for the Rate Year Three ending 31 March 2028, and (ii) gas revenue increases of \$91.1 million for the Rate Year One ending 31 March 2026, \$31.1 million for the Rate Year Two ending 31 March 2027, \$38.6 million for the Rate Year Three ending 31 March 2028. The joint proposal reflects \$1,192.7 million in electric capital investments and \$392.5 million in gas capital investments in 2024/2025 to modernise the NMPC electric and gas infrastructure to ensure the reliability and safe operation of the energy delivery system that serves 2.3 million Upstate New York residential and business customers. The NYPSC issued an order approving the joint proposal on 14 August 2025.
Under the various state and federal laws, the regulators are permitted to conduct periodic routine audits of various aspects of public utility's activities (e.g., staffing, operations data management etc.). National Grid is subject to these regulatory operational audits on a regular basis.
Save as disclosed under "Risk Factors – Factors that may affect National Grid's ability to fulfil its obligations under Instruments issued under the Programme" and "Regulatory Environment", National Grid is not aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on its prospects for the current financial year.
The Directors of National Grid and their functions and principal activities outside the National Grid Group, are as follows:
| Name | Title | Current directorship/partnership outside the National Grid Group |
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|---|---|---|---|---|---|---|
| Paula Rosput Reynolds | Chair (Non-Executive) | Non-executive Director, GE Vernova and; Non-executive Director, Linde plc. |
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| John Pettigrew | Chief Executive | Senior Independent Director of Rentokil Initial plc. |
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| Andy Agg | Chief Financial Officer | Non-executive Director of The Weir Group plc. |
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| Ian Livingston | Senior Independent Director |
Chair of S&P Global Inc.; Chair BGF Group plc and serving Member of the House of Lords. |
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| Jacqui Ferguson | Non-Executive Director | Senior Independent Director of Softcat plc and Senior Independent Director and Remuneration Committee Chair of Croda International plc. |
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| Iain MacKay | Non-Executive Director | Non-executive Director of UK Government Investments Ltd; Schroders plc; and O-I Glass, Inc. |
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| Anne Robinson | Non-Executive Director | Senior Vice President and Chief Legal Officer at IBM. |
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| Earl Shipp | Non-Executive Director | Non-Executive Director of Olin Corporation and of Great Lakes Dredge and Dock Co. |
| Name | Title | Current directorship/partnership outside the National Grid Group |
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|---|---|---|---|---|---|
| Jonathan Silver | Non-Executive Director | Advisor at Apollo Global Management, Inc. and Chair of Terram Lab. |
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| Tony Wood | Non-Executive Director | Non-Executive Director of Airbus SE and Chair of Chemring Group plc. |
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| Martha Wyrsch | Non-Executive Director | Director of Quanta Services, Inc.; Director of First American Financial Corp and Advisor to Summit Carbon Solutions. |
The business address of each of the above is 1-3 Strand, London WC2N 5EH.
No actual or potential conflicts of interest between the duties to National Grid of any of the Directors listed above and their private interests or other duties were identified over the last year.
On 1 May 2025, National Grid announced that Zoë Yujnovich would become the next Chief Executive Officer with effect from 17 November 2025, succeeding John Pettigrew, who after almost ten years in the role, will retire from National Grid on 16 November 2025. Subject to this, there have been no changes currently planned to occur to the board of directors.
National Grid Electricity Transmission plc ("National Grid Electricity Transmission" or "NGET"), a whollyowned subsidiary of National Grid, is the owner of the electricity transmission system in England and Wales.
NGET is the holder of an electricity transmission licence (the "Transmission Licence") under the Electricity Act. The Electricity Act requires all persons who participate in the transmission of electricity to hold a licence (as long as they are not exempted from such requirement).
The Transmission Licence permits NGET to own electricity transmission assets onshore in England and Wales (there are separate licensees in respect of transmission assets in Scotland and offshore). On 1 April 2019, National Grid completed the legal separation of the electricity system operator with the sale to a separate company within the National Grid Group, NGESO, which holds the ESO licence. NGET retained the electricity transmission owner licence.
NGET was incorporated (under its original name of National Grid Company) in England and Wales on 1 April 1989 as a public company limited by shares under the Companies Act 1985. The address of NGET's registered office is 1-3 Strand, London, WC2N 5EH and the telephone number of the main switchboard at the registered office is +44 20 7004 3000.
NGET's senior unsecured debt obligations are rated BBB+ by S&P, A- by Fitch and Baa1 by Moody's. S&P is not established in the UK but the rating it has given to NGET's senior unsecured debt obligations is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation. Fitch and Moody's are established in the UK and registered under the UK CRA Regulation.
NGET derives the vast majority of its turnover and profits from charges for services provided by its transmission business to, inter alia, generators, distributors, suppliers and directly connected customers.
As the onshore electricity transmission asset owner in England and Wales, NGET:
Revenue from charges for using the transmission network is controlled by revenue restriction conditions set out in the transmission licence as stipulated by Ofgem. This revenue restriction, known as a price control, takes into account, among other factors, allowed and actual levels of operating expenditure, capital expenditure, cost of capital and tax. The current price control framework is referred to as RIIO-T2, which covers the five-year period from April 2021 to March 2026. This price control framework allows for adjustments to reflect external demand for network outputs, and includes incentive mechanisms that can increase or decrease National Grid's revenue to reflect performance against various measures. The price control framework also takes into account a number of 'pass through' elements, such as non-domestic rates and the fees payable by NGET to the Gas and Electricity Markets Authority under the licence.
NGET has one wholly-owned subsidiary: National Grid Electricity Group Trustee Limited. NGET is also a 50 per cent. owner of the joint venture companies NGET/SPT Upgrades Limited (which completed the construction of the West Coast high-voltage direct current ("HVDC") Link ), Eastern Green Link 1 Limited (which is undertaking the construction of the Eastern Green Link 1 HVDC Link) alongside Scottish Power Transmission and Eastern Green Link 2 Limited (which is undertaking the construction of the Eastern Green Link 2 HVDC Link) alongside Scottish and Southern Electricity. In addition, NGET recently established a 50 per cent. joint venture company, Eastern Green Link 4 Limited (which is expected to undertake the construction of the Eastern Green Link 4 HVDC Link) alongside Scottish Power Transmission and anticipates entering into a 50 per cent. joint venture under the name Eastern Green Link 3 Limited with Scottish and Southern Electricity (to undertake the construction of the Eastern Green Link 3 HVDC Link) in the future.
NGET operates as a monopoly regulated by Ofgem. The regulator safeguards customers' interests by setting the level of revenues NGET is allowed to recover, so that it provides value for money while maintaining safe and reliable networks, and deliver good customer service.
The licence, established under the Electricity Act requires NGET to develop, maintain and operate economic and efficient networks. It also gives statutory powers, which include the right to bury wires or cables under public highways and the ability to use compulsory powers to purchase land so NGET can conduct its business.
The network is regulated by Ofgem, which has a statutory duty under the Electricity Act to protect the interests of consumers. As part of NGET's licence, Ofgem established price controls that limit the amount of revenue NGET's regulated business can earn. This gives a specified level of revenue for the duration of the price control that is sufficient to meet its statutory duties and licence obligations, and make a reasonable return on investments.
The price control includes a number of mechanisms designed to help achieve its objectives. These include financial incentives that encourage NGET to:
| 2024/25 | 2023/24 | Percentage Change | |
|---|---|---|---|
| RAV (£m) | 20,570 | 18,462 | 11.4 per cent. |
| RoE | 8.3 per cent. | 8.0 per cent. | 30 basis points |
Some of the key financial metrics are included below:
Regulated RoE is a measure of how NGET is performing against the assumptions used by its regulator. These returns are calculated using the assumption that NGET is financed in line with the regulatory adjudicated capital structure, at the cost of debt assumed by the regulator and that CPIH inflation is equal to a long-run assumption of 2.0 per cent. They are calculated by dividing elements of out- or underperformance versus the regulatory contract by the average equity RAV in line with the regulatory assumed capital structure and adding to the base allowed RoE.
This is an important measure of regulated business performance. RoE is underpinned by the RAV (as defined below). The way in which NGET's transactions impact RAV is driven by principles set out by Ofgem. In a number of key areas these principles differ from the requirements of IFRS, including areas such as additions and the basis for depreciation. Further, the RAV is adjusted annually for inflation. RAV has evolved over the period since privatisation in 1990 and as a result, historical differences between the initial determination of RAV and balances reported under Generally Accepting Accounting Principles in the UK at that time still persist. Due to the above, substantial differences exist in the measurement bases between RAV and an IFRS balance metric, and therefore it is not possible to provide a meaningful reconciliation between the two. RoE is not reconciled to IFRS as NGET does not believe it to be practical.
See section entitled "RIIO price controls" under the heading "Description of National Grid plc".
| Electricity Transmission | |
|---|---|
| Allowed RoE 1 | 4.25 per cent. (real, relative to CPIH), at 55 per cent. gearing (which is broadly equivalent to 4.55 per cent. at 60 per cent. gearing) |
| Allowed debt funding | Calculated and updated each year using an extending 'trombone like' trailing average of iBoxx Utilities 10+ year index (increases from 10 years for 2021/22 to 14 years for 2025/26), plus 25 bps additional borrowing costs. |
| Depreciation of RAV | No change in policy: straight line over 45 years for post-2021 RAV additions, with pre-2021 RAV additions as per RIIO-T1. |
| Notional Gearing | 55 per cent. |
| Split between fast/slow money | Fast: TO baseline 22 per cent.; TO uncertainty mechanisms 15 per cent. Slow: TO baseline 78 per cent.; TO uncertainty mechanisms 85 per cent. |
| Sharing factor | 33 per cent. |
| Core baseline totex in 2018/19 prices (cumulative for the 5 years of RIIO-T2) |
£5.8 billion |
On 1 April 2023, National Grid established its Strategic Infrastructure business unit to deliver electricity transmission projects through Ofgem's ASTI framework, which aims to connect 50GW of offshore wind generation by 2030. While the results of the Strategic Infrastructure business unit are reported under the UK ET segment within NGET (because it operates pursuant to the same transmission licence), it is managed as a separate business unit.
Delivery of the ASTI projects, alongside other investments, is expected to require NGET to significantly increase its annual UK ET capital investment over the next decade. This is expected to represent the largest transmission network growth in the United Kingdom in more than 50 years, with the aim of progressing towards net zero, whilst delivering lower consumer bills and boosting home-grown renewable energy generation. The Strategic Infrastructure business unit focuses on overcoming the key challenges of planning, consenting and supply chain to ensure National Grid is able to deliver the infrastructure required for its transition to net zero.
Following extensive engagement with Ofgem and DESNZ, the UK Government has asked NGET to deliver 17 major projects to connect low-carbon power to the electricity transmission network.
In December 2024, NGET submitted its five-year RIIO-T3 business plan to Ofgem. This plan is the largest overhaul of the UK electricity grid in generations and will significantly reduce the UK's reliance on fossil fuels. The plan sets out investment of up to £35 billion between 2026 and 2031, around two and a half times NGET's investment in the RIIO-T2 price control. This investment will transform the network, nearly doubling the amount of power NGET can transfer across the country, providing twice as many customer connections as in the previous five years and avoiding approximately £12 billion of constraint costs, where there is less capacity on the network than unconstrained market positions would seek to utilise.
NGET has commenced construction of six ASTI projects, including Eastern Green Link 1 and 2 comprising 700km of high voltage direct current (HVDC) subsea cables, straddling the English and Scottish borders which has an estimated investment of over £4 billion. NGET has secured primary delivery partners for eight of the remaining 11 ASTI projects, with the remaining three projects in their final stages of procurement. Construction is scheduled to commence once public consultations have completed and consents granted.
NGET is working to deliver a number of other major infrastructure projects including rewiring the capital in the London Power Tunnels project to improve network resilience, connecting the Hinkley Point C nuclear power station to help make net zero a reality, and delivering visual improvement projects in areas of natural beauty such as Snowdonia.
NGET has taken a site strategy approach to consider multiple drivers for investments, including customer, infrastructure upgrade, asset failure risk and SF6 (sulphur hexafluoride) emissions to identify substations to be rebuilt or decommissioned in RIIO-T3. Its supply chain task force is collaborating closely across the industry and transforming how it thinks about procurement. This is in the context of competition for resource creating global supply chain constraints, with many countries upgrading their grids to connect renewable energy. While there is some inflationary risk around the evolving US government position on tariffs, the impact of the US tariffs is not expected to be material relative to NGET's spend.
Over the last 12 months, NGET has launched three major initiatives to improve how it works in partnership with its supply chain: the Great Grid Upgrade, HVDC partnerships and a regional delivery model. It remains committed to reducing NGET's SF6 emissions by 50 per cent. by 2030. To achieve this, NGET has collaborated closely with suppliers and universities, successfully trialling innovative leak repair technology, enabling it to avoid outages and keep electricity flowing while working. Increased availability of SF6-free technology will be critical to reducing future emissions and meeting this target.
This year NGET has continued work to connect the world's largest offshore windfarm, Dogger Bank, connected the UK's largest battery energy storage unit (at the time of connection), connected the Greenlink interconnector between the UK and Ireland and completed its first grid park at Sundon substation in Bedfordshire. Grid parks are a new and innovative way to connect renewable energy to the network, requiring fewer system outages and less commissioning resource, enabling more renewable energy to connect to the electricity grid more quickly at a lower cost.
NGET has collaborated closely with stakeholders across the industry to establish widespread agreement on the principles of the reforms needed to reduce connection timescales. The reforms are set to go live in 2025 to address a connections pipeline (in excess of 420MW) that is more than three times the most ambitious net zero scenario published by NESO and rapidly growing demand for data centre connections. Demand for data centre connections currently totals 13.5GVA, the equivalent of connecting 4 Hinckley Point Cs to the network. NGET's RIIO-T3 proposals will allow it to meet the increase in demand by ensuring that there is flexibility to respond to evolving customer requirements.
In July 2025, NESO published its report investigating the outage following the fire at NGET's North Hyde electrical substation in March 2025. NGET fully supports the recommendations in NESO's report on the incident and is committed to working with NESO and others to implement them. The North Hyde incident resulted in a loss of 340MWh and a penalty of £1.9 million (2024/25 prices) under the Energy Not Supplied incentive. Ofgem has also confirmed that it has opened an official enforcement investigation into NGET and its compliance with obligations under Section 9(2) of the Electricity Act 1989 and SLC B7(1) of its Electricity Transmission Licence in relation to the North Hyde electrical substation. NGET will also cooperate closely with Ofgem's investigation. NGET intends to work with the government, regulators and industry partners to take these recommendations forward.
NGET's lost time injury frequency rate was 0.07 for employees and 0.07 for contractors in 2024/25 against a world-class safety standard of 0.10. This was an improvement in the safety performance of contractors and was preceded by a concerted effort on contractor safety, including embedding minimum contractor training standards in contracts.
The RIIO-T3 plans represent a step-change in how NGET invests in its people and plans its workforce. To deliver these commitments, NGET will expand its workforce, retain experienced colleagues and upskill its people with the skills needed for the energy sector of tomorrow. NGET will continue to build a highperformance culture that embraces inclusion and that has safety at its core. It has already embarked on this journey, expanding its workforce by over 600 employees and closed the financial year 2024/25 with nearly 4,000 direct, permanent employees.
Looking ahead, the decisions NGET makes in the next five years will have an impactful effect for the energy system, the economy and society. By the end of RIIO-T3, NGET intends to have nearly doubled the power that can flow across the country, to reorient the UK's once coal- and gas-centric legacy system into one based on renewable energy which delivers the energy infrastructure needed for a digital economy.
| Name | Title | Principal Activities outside NGET |
|---|---|---|
| Alice Delahunty | Director | None. |
| Chris Bennett | Director | Affordable Warmth Solutions CIC. |
| Alexandra Lewis | Director | Director of National Grid Holdings Limited, National Grid Holdings One plc, National Grid Commercial Holdings Limited, National Grid Insurance Company (Isle of Man) Limited, and Project SPV (Jersey) Investment Limited. Director of The British Diabetic Association. |
| President of National Grid Insurance USA Ltd., Assistant Treasurer of The Brooklyn Union Gas Company, National Grid North America Inc., National Grid US LLC, National Grid Generation LLC, National Grid Glenwood Energy |
The Directors of NGET and their principal activities outside NGET are as follows:
| Name | Title | Principal Activities outside NGET |
|---|---|---|
| Center LLC, National Grid USA Service Company, Inc, National Grid Port Jefferson Energy Center LLC, New England Electric Transmission Corporation, New England Hydro-Transmission Corporation, New England Hydro Transmission Electric Company, Inc., New England Power Company, KeySpan Gas East Corporation, Niagara Mohawk Power Corporation, Massachusetts Electric Company, Nantucket Electric Company and National Grid USA. |
||
| Jeremy Mavor | Director | Noyer Vintners Limited. |
| Sandip Thakrar | Director | NGET/SPT Upgrades Limited. |
| Carl Trowell | Director | Eastern Green Link 1 Limited, Eastern Green Link 2 Limited and Eastern Green Link 4 Limited. |
| Cathryn Ross | Non Executive Director |
Chair of Regulatory Horizons Council, Non-Executive Director of the Institute of Customer Service, Director of Oxford Economic Consulting Limited and Member of the Office for Product Safety & Standards (BEIS) and the National Infrastructure Commission - Expert Panel for Economic Regulation Review. |
| Phil Sheppard | Non Executive Director |
Director of Energy Networks Association Limited. |
| Jeremy Long | Non Executive Director |
Chair of Energymyway (Oxford) Ltd, Corelink Rail Infrastructure Limited, Oxfordshire Local Enterprise Partnership Limited, and Non-Executive Director of CDPQ Infra Inc. |
The business address of the Directors of NGET is 1-3 Strand, London WC2N 5EH.
No actual conflicts of interest between the duties to NGET of any of the Directors listed above and their private interests or other duties were identified.
The following is a summary of the United Kingdom withholding taxation treatment, as at the latest practicable date before the date of this Prospectus, in relation to payments of principal and interest in respect of the Instruments. It is based on current United Kingdom tax law as applied in England and Wales and the published practice of HM Revenue & Customs ("HMRC") (which may not be binding on HMRC), both of which may be subject to change, sometimes with retrospective effect. The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of Instruments and Coupons. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who are absolute beneficial owners of the Instruments and Coupons. Prospective Instrumentholders or Couponholders should be aware that the particular terms of issue of any series of Instruments as specified in the relevant Final Terms may affect the tax treatment of that and other series of Instruments. The following is a general guide for information purposes which is not intended to be exhaustive and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser. Certain classes of persons such as dealers, certain professional investors, or persons connected with the Issuer may be subject to special rules and this summary does not apply to such Instrumentholders or Couponholders. Instrumentholders or Couponholders who are in any doubt as to their tax position should consult their professional advisers. Instrumentholders or Couponholders who may be liable to taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposal of the Instruments and Coupons are particularly advised to consult their professional advisers as to whether they are so liable (and if so under the laws of which jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of payments in respect of the Instruments and Coupons. In particular, Instrumentholders or Couponholders should be aware that they may be liable to taxation under the laws of other jurisdictions where an Instrumentholder or Couponholder is resident or otherwise subject to taxation in relation to payments in respect of the Instruments even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom.
The Instruments issued by an Issuer which carry a right to interest will constitute "quoted Eurobonds" provided they are and continue to be listed on a recognised stock exchange within the meaning of Section 1005 of the Income Tax Act 2007. The London Stock Exchange is a recognised stock exchange for these purposes. Instruments will be treated as listed on the London Stock Exchange if they are included in the Official List of the Financial Conduct Authority (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000) and are admitted to trading on the Market (excluding the High Growth Segment) of the London Stock Exchange or the PSM of the London Stock Exchange. Whilst the Instruments are and continue to be quoted Eurobonds, payments of interest on the Instruments by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax.
While the Instruments are and continue to be admitted to trading on a multilateral trading facility operated by a recognised stock exchange that is regulated in the United Kingdom, Gibraltar or in the European Economic Area within the meanings of Sections 987 and 1005 of the Income Tax Act 2007, payments of interest on the Instruments by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax.
In all cases falling outside the exemptions described above, interest on the Instruments will generally be paid by the Issuer under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to the availability of other exemptions or reliefs under domestic law, or to any direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty. However, the obligation to withhold will not apply if the relevant interest is paid on Instruments with a maturity date of less than one year from the date of issue and which (i) are not issued under a scheme or arrangement the intention or effect of which is to render such Instruments part of a borrowing with a total term of a year or more and (ii) are not issued under a scheme or arrangement the intention or effect of which is to render such Instruments part of a borrowing capable of remaining outstanding for a total term of a year or more.
Where interest has been paid under deduction of United Kingdom income tax, Instrumentholders or Couponholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty and an appropriate claim is submitted to HMRC by the recipient of the interest.
The references in this part to "interest" shall mean amounts that are treated as interest for the purpose of United Kingdom taxation. The statements above do not take any account of any different definitions of "interest" or "principal" which may prevail under any other law or which may be created by the terms and conditions of the Instruments or any related documentation. Instrumentholders or Couponholders should seek their own professional advice, as regards the withholding tax treatment of any payment on the Instruments which does not constitute "interest" or "principal" as those terms are understood in United Kingdom tax law.
The above description of the United Kingdom withholding tax position assumes that there will be no substitution of an Issuer (pursuant to Condition 11.3 of the Instruments or otherwise), and the description does not address the consequences of any such substitution (notwithstanding that such substitution may be permitted by the terms and conditions of the Instruments).
So long as an Issuer continues to be a non-resident of Australia and the Australian Domestic Instruments issued by it are not attributable to a permanent establishment of the relevant Issuer in Australia, payments of principal and interest made under the Australian Domestic Instruments issued by such Issuer should not be subject to Australian interest withholding tax.
The Australian Commissioner of Taxation may issue a direction or notice requiring an Issuer to deduct from any payment to a holder of an Australian Domestic Instrument any amount in respect of tax payable by the holder of the Australian Domestic Instrument. If an Issuer is served with such a direction or notice in respect of a holder of an Australian Domestic Instrument, then the Issuer will comply with that direction or notice, make any deduction required by that direction or notice and not be required to pay an additional amount to the holder on account of the amount withheld and paid to the Australian Commissioner of Taxation.
Pursuant to certain provisions of the US Internal Revenue Code of 1986, commonly known as FATCA, a "foreign financial institution" may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting or related requirements. A number of jurisdictions (including the United Kingdom) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Instruments, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Instruments, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Instruments, such withholding would not apply to foreign passthru payments prior to the date that is two years after the date on which final regulations defining foreign passthru payments are published in the US Federal Register and Instruments characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for US federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining foreign passthru payments are filed with the US Federal Register generally would be "grandfathered" for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the Issuer). However, if additional Instruments (as described under "Terms and Conditions of the Instruments — Further Issues") that are not distinguishable from grandfathered Instruments are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Instruments, including grandfathered Instruments, as subject to withholding under FATCA. Holders should consult their own tax advisers regarding how these rules may apply to their investment in the Instruments.
In the event any deduction or withholding would be required pursuant to FATCA or an IGA with respect to payments on the Instruments, neither the Issuer nor any paying agent or any other person would be required to pay additional amounts as a result of the deduction or withholding.
Subject to the terms and on the conditions contained in a dealer agreement dated 19 August 2025 (as amended or supplemented from time to time), between the Issuers, the Permanent Dealers and the Arranger (the "Dealer Agreement"), the Instruments will be offered on a continuous basis by each of the Issuers to the Permanent Dealers. However, the Issuers have reserved the right to issue Instruments directly on their own behalf to dealers which are not Permanent Dealers. The Instruments may also be issued by each of the Issuers through the Dealers, acting as agents of the Issuers. The Dealer Agreement also provides for Instruments to be issued in syndicated Tranches which are jointly and severally underwritten by two or more Dealers. Each of the Issuers have agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Instruments.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuers or the Issuers' affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuers routinely hedge their credit exposure to the Issuers consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Instruments. Any such positions could adversely affect future trading prices of the Instruments. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Instruments in bearer form having a maturity of more than one year are subject to US tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a US person, except in certain transactions permitted by US Treasury regulations. Terms used in this paragraph have the meanings given to them by the US Internal Revenue Code of 1986, as amended, and US Treasury regulations promulgated thereunder. The relevant Final Terms will identify whether the C Rules or D Rules apply or whether TEFRA is not applicable.
Each Dealer has represented and agreed that, except as permitted by the Dealer Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Instruments of any identifiable Tranche, (a) as part of its distribution at any time or (b) otherwise until 40 days after completion of the distribution of such Tranche within the United States or to, or for the account or benefit of, US persons, and it will have sent to each dealer to which it sells Instruments during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Instruments within the United States or to, or for the account or benefit of, US persons.
In addition, until 40 days after the commencement of the offering of the Instruments, an offer or sale of Instruments within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.
If the Final Terms in respect of any Instruments specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area ("EEA") (each, a "Member State"), each Dealer has represented, warranted and agreed that it has not made and will not make an offer of Instruments which are the subject of an offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in that Member State except that it may make an offer of Instruments to the public in that Member State:
provided that no such offer of Instruments referred to in (a) to (c) above shall require the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision only, the expression an "offer of Instruments to the public" in relation to any Instruments in any 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 for the Instruments and the expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129.
Unless the Final Terms in respect of any Instruments specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented, warranted and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Instruments which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision:
If the Final Terms in respect of any Instruments specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer has represented, warranted and agreed that it has not made and will not make an offer of Instruments which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in the UK except that it may make an offer of such Instruments to the public in the UK:
provided that no such offer of Instruments referred to in (a) to (c) above shall require the relevant Issuer or any Dealer to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an "offer of Instruments to the public" in relation to any Instruments 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 for the Instruments.
Unless the Final Terms in respect of any Instruments specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer has represented, warranted and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Instruments which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to any retail investor in the UK. For the purposes of this provision:
Each Dealer has represented, warranted and agreed that:
(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 acquiring, holding, managing or disposing of investments (as principal or agent) 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 acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) 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 relevant Issuer;
The Instruments have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act"). Accordingly, each of the Dealers has represented, warranted and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Instruments in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws, regulations and ministerial guidelines of Japan.
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia) ("Corporations Act") in relation to the Instruments has been, or will be, lodged with the Australian Securities and Investments Commission ("ASIC").
Each Dealer has represented and agreed that, it:
In relation to each Tranche of Instruments issued by the relevant Issuer, each Dealer has represented and agreed and each further Dealer under the Programme will be required to represent and agree that:
Unless the Final Terms in respect of any Instruments specifies "Singapore Sales to Institutional Investors and Accredited Investors only" as "Not Applicable", each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Prospectus has not been registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Instruments or caused the Instruments to be made the subject of an invitation for subscription or purchase and will not offer or sell any Instruments or cause the Instruments to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Instruments, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
If the Final Terms in respect of any Instruments specifies "Singapore Sales to Institutional Investors and Accredited Investors only" as "Not Applicable", each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Instruments or caused the Instruments to be made the subject of an invitation for subscription or purchase and will not offer or sell any Instruments or cause the Instruments to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Instruments, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
The Instruments have not been, and will not be, qualified for sale under the securities laws of Canada or any province or territory thereof. Each Dealer has represented, warranted and agreed that it has not offered, sold or distributed and will not offer, sell or distribute any Instruments, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable securities laws. Each Dealer has also represented, warranted and agreed that it has not and will not distribute or deliver the Prospectus, or any other offering material in connection with any offering of Instruments, in Canada other than in compliance with applicable securities laws.
This Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Instruments. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that the Instruments may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Instruments to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the Instruments constitutes a prospectus pursuant to the FinSA, and neither this Prospectus nor any other offering or marketing material relating to the Instruments may be publicly distributed or otherwise made publicly available in Switzerland.
Other than in respect of Instruments for which "Prohibition of Sales to Belgian Consumers" is specified as "Not Applicable" in the relevant Final Terms, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that an offering of Instruments may not be advertised to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and that it has not offered, sold or resold, transferred or delivered, and will not offer, sell, resell, transfer or deliver, the Instruments, and that it has not distributed, and will not distribute, any prospectus, memorandum, information circular, brochure or any similar documents in relation to the Instruments, directly or indirectly, to any Belgian Consumer.
These selling restrictions may be modified by the agreement of the relevant Issuer and the Dealers following a change in a relevant law, regulation or directive.
No action has been or will be taken in any country or jurisdiction by the Issuers or the Dealers that would permit a public offering of Instruments, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus or any Final Terms comes are required by the Issuers and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Instruments or have in their possession or distribute such offering material, in all cases at their own expense.
Each Dealer has agreed that it will comply with all relevant laws, regulations and directives in each jurisdiction in which it subscribes for, purchases, offers, sells or delivers Instruments or has in its possession or distributes this Prospectus, any other offering material or any Final Terms and neither the Issuers nor any other Dealer shall have responsibility for such material.
The Final Terms in respect of each Tranche of Instruments which is admitted to trading on the London Stock Exchange's regulated market will be substantially in the following form, duly completed to reflect the particular terms of the relevant Instruments and their issue.
[NATIONAL GRID PLC/NATIONAL GRID ELECTRICITY TRANSMISSION PLC]* [Legal Entity Identifier (LEI): 8R95QZMKZLJX5Q2XR704/5XJXCCYG4SDKFJ5WLB02]*
Issue of [Aggregate Nominal Amount of Tranche] [Title of Instruments] under the Euro 20,000,000,000 Euro Medium Term Note Programme
[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]
[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]
[MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II
*
Delete as applicable.
is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
[UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any [person subsequently offering, selling or recommending the Instruments (a "distributor")]/[distributor] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
[Singapore Securities and Futures Act Product Classification – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Instruments are [prescribed capital markets products] / [capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018) and are [Excluded] / [Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.]3
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 19 August 2025 which [together with the supplementary Prospectus dated [●]] constitute[s] a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Instruments described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the supplementary Prospectus[es]] [has/have] been published on the website of Regulatory News Services operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.
[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") contained in the Trust Deed dated [issue date of original Instruments] a copy of which is set forth in the Prospectus dated [original date] and incorporated by reference into the Prospectus dated [date of current prospectus] and which are attached hereto. This document constitutes the Final Terms of the Instruments described herein for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")] and must be read in conjunction with the Prospectus dated [date of current prospectus] [and the supplementary Prospectus], which [together] constitute[s] a base prospectus for the purposes of the UK Prospectus Regulation. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of the Prospectus dated [current date] [and the supplementary Prospectuses
3 For any Instruments to be offered in Singapore to persons other than accredited investors and institutional investors (each term as defined in the SFA), the Issuer to consider whether it needs to re-classify the Instruments pursuant to Section 309B of the SFA prior to the launch of the offer.
dated [●] and [●]] and these Final Terms. [The Prospectus [and the supplementary Prospectus] [has/have] been published on the website of Regulatory News Services operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.]
| 1 | Issuer: | [National Grid plc/National Grid Electricity Transmission plc]4 |
|
|---|---|---|---|
| 2 | (i) | Series Number: | [●] |
| (ii) | [Tranche Number: | [●]] | |
| (iii) | [Date on which the Instruments become fungible: |
[Not Applicable/The Instruments shall be consolidated, form a single series and be interchangeable for trading purposes with the [●] on [[●]/the Issue Date/exchange of the Temporary Global Instrument for interests in the Permanent Global Instrument, as referred to in paragraph [26] below [which is expected to occur on or about [●]]].] |
|
| 3 | Specified Currency or Currencies: | [●] | |
| 4 | Aggregate Nominal Amount: | [●] | |
| [(i)] Series: | [●] | ||
| [(ii)] Tranche: | [●]] | ||
| 5 | Issue Price: | [●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [●]] |
|
| 6 | Specified Denominations: | [●] and integral multiples of [●] in excess thereof [up to and including [●]. No Instruments in definitive form will be issued with a denomination above [●]]. |
|
| 7 | Calculation Amount: | [●] | |
| 8 | [(i)] Issue Date: | [●] | |
| Date: | [(ii)] Interest Commencement | [[●]/Issue Date/Not Applicable] | |
| 9 | Maturity Date: | [●] [Interest Payment Date falling on or nearest to [●]] | |
| 10 | Interest Basis: | [[●] per cent. Fixed Rate] [[SONIA][CORRA][SOFR][EURIBOR / HKD-HIBOR HIBOR= / EUR-ISDA-EURIBOR SWAP RATE-11:00] / [BBSW Rate] [[+/–] [●] per cent.] Floating Rate] [Zero Coupon] [Index Linked Interest] (see paragraph [15/16/17/18] below) |
|
| 11 | Redemption/Payment Basis: | [Subject to any purchase and cancellation or early redemption, the Instruments will be redeemed on the Maturity Date at [●] per cent. of their nominal amount] [Index Linked Redemption] |
|
| 12 | Change of Interest or Redemption/Payment Basis: |
[[●] / Not Applicable] |
4 Delete as applicable.
| 13 | Put/Call Options:5 | [Investor Put] [Issuer Call [([●][-month] par call)]] [Make-whole] |
|
|---|---|---|---|
| (see paragraph [19/20/21/22/23] below) | |||
| 14 | Date [Board] approval for issuance of Instruments obtained: |
[●] [and [●], respectively]] | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15 Fixed Rate Instrument Provisions |
[Applicable/Not Applicable] | ||
| (i) | Rate[(s)] of Interest: | [●] per cent. per annum [payable [annually/semi annually/quarterly/monthly] in arrear] |
|
| (ii) | Interest Payment Date(s): | [●] in each year | |
| (iii) | Interest Payment Date Adjustment (for Hong Kong dollar-denominated Notes only): |
[Applicable/Not Applicable] | |
| (iv) Fixed Coupon Amount[(s)]: | [[●] per Calculation Amount / Not Applicable] | ||
| (v) | Broken Amount(s): | [●] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [●] |
|
| (vi) Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360 (ISDA) / RBA Bond Basis/ Actual/Actual Canadian Compound Method] |
||
| (vii) Determination Dates (Condition 3.8): |
[●] in each year | ||
| (viii) Business Centre(s) (Condition 3.8) (for Hong Kong dollar-denominated Notes only): |
[●] | ||
| 16 | Floating Rate Instrument Provisions |
[Applicable/Not Applicable] | |
| (i) | Interest Period(s): | [●] [, subject to adjustment in accordance with the Business Day Convention set out in (iii) below/, not subject to any adjustment[, as the Business Day Convention in (iii) below is specified to be Not Applicable]] |
|
| (ii) | Specified Interest Payment Dates: |
[Not Applicable] / [●] [, subject to adjustment in accordance with the Business Day Convention set out in (iii) below/, not subject to any adjustment[, as the Business Day Convention in (iii) below is specified to be Not Applicable]] |
|
| (iii) | Business Day Convention: | [Floating Rate Convention/ Following Business Day Convention/ Modified Following Business Day |
5 If Instruments are issued by National Grid, only insert any additional put/call option other than the National Grid Restructuring Put contained in Condition 5.6 and the call option contained in Condition 5.5.1. This does not include the National Grid or NGET Restructuring Put in Condition 5.6.
| Convention/ Preceding Business Day Convention][Not Applicable] |
||
|---|---|---|
| (iv) First Interest Payment Date: | [Not Applicable]/[●] in each year[, subject to adjustment in accordance with the Business Day Convention set out in (iii) above/, not subject to any adjustment[, as the Business Day Convention in (iii) above is specified to be Not Applicable]]] |
|
| (v) | Business Centre(s) (Condition 3.8): |
[●] |
| (vi) Manner in which the Rate(s) | [Screen Rate | |
| of Interest is/are to be | Determination/ISDA | |
| determined: | Determination/BBSW Rate Determination] | |
| (vii) Interest Period Date(s): | [Not Applicable]/[●] in each year[, subject to adjustment in accordance with the Business Day Convention set out in (iii) above/, not subject to any adjustment[, as the Business Day Convention in (iii) above is specified to be Not Applicable]]] |
|
| (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): |
[●] | |
| (ix) ISDA Determination (Condition 3.2.3(a)): |
[Applicable/Not Applicable] | |
| Floating Rate Option: |
[●] | |
| Designated Maturity: |
[●] | |
| Reset Date: |
[●] | |
| (x) | Screen Rate Determination (Condition 3.2.3(b) / 3.2.3(d) / 3.2.3(e) / 3.2.3(f)): |
[Applicable/Not Applicable] |
| Reference Rate: |
[EURIBOR / HKD-HIBOR-HIBOR= / EUR-ISDA EURIBOR SWAP RATE-11:00] |
|
| [SONIA Compounded Index Rate / SONIA Compounded Daily Reference Rate [with Observation Shift] / [with Lag] where "p" is: [specify number] London Business Days [being no less than 5 London Business Days]][CORRA where "p" is: [specify number] Bank of Canada Business Days [being no less than 5 Bank of Canada Business Days]] (insert where Calculation Method is SONIA OR CORRA Compounded Daily Rate)] [SOFR Benchmark] |
||
| Interest Determination |
[●] [TARGET] Business Days in [●] for [●] prior to [●]] | |
| Date(s): | [Second London business day prior to the start of each Interest Accrual Period] |
|
| [The first day in each Interest Accrual Period] |
| [Second day on which the T2 System is open prior to the start of each Interest Accrual Period] |
||
|---|---|---|
| [The date which is ["p"] [London] [Bank of Canada] Business Days prior to each Interest Payment Date (insert where Calculation Method is SONIA or CORRA Compounded Daily Rate)] |
||
| [The date which is the [●] U.S. Government Securities Business Day prior to the last day of each Interest Accrual Period (insert where SOFR Benchmark is specified in the relevant Final Terms as the Reference Rate and shall be the same number of U.S. Government Securities Business Days as the Lookback Days (in case of SOFR Lag) or as the SOFR Observation Shift Days (in case of SOFR Observation Shift or Compounded SOFR Index)] |
||
| | Relevant Screen Page: | [●] |
| [[Bloomberg Screen Page: SONCINDX] / see pages of authorised distributors for SONIA Compounded Index Rate] or [Bloomberg Screen Page: SONIO/N Index] / SONIA Compounded Daily Reference Rate as applicable] |
||
| | Relevant Fallback Screen Page: |
[[Bloomberg Screen Page: SONIO/N Index] / see pages of authorised distributors for SONIA Compounded Daily Reference Rate as applicable] [●]] |
| | Reference Banks (if Primary Source is "Reference Banks"): |
[●] |
| (xi) BBSW Rate Determination (Condition 3.2.3(c)): |
[Applicable/Not Applicable] | |
| | BBSW Rate | [●] |
| (xii) Calculation Method (CORRA) Condition 3.2.3(e): |
[Compounded Daily CORRA] [Compounded Index Rate] | |
| (xiii) SOFR Benchmark | [Not Applicable/Compounded Daily SOFR/Compounded SOFR Index] |
|
| (Only applicable where the Reference Rate is SOFR Benchmark) |
||
| | Compounded Daily | [SOFR Lag/SOFR Observation Shift] |
| SOFR | (Delete if Compounded Daily SOFR is not applicable) | |
| | Lookback Days | [●] U.S. Government Securities Business Day(s) |
| (Only applicable in the case of SOFR Lag and shall be at least 5 U.S. Government Securities Business Day(s)) |
||
| | SOFR Observation Shift Days |
[Not Applicable/[●] U.S. Government Securities Business Day(s)] |
| (Only applicable in the case of SOFR Observation Shift or Compounded SOFR Index and shall be at least 5 U.S. Government Securities Business Day(s)) |
(xvi) Minimum Rate of Interest: [[●] per cent. per annum] [Not Applicable]
(xvii) Maximum Rate of Interest: [[●] per cent. per annum] [Not Applicable]
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis]
[Applicable/Not Applicable]
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis]
Condition(s) [4.3 to 4.5 / 4.9] apply
(xviii) Day Count Fraction (Condition 3.8):
(ii) Day Count Fraction (Condition 3.8):
[●]
| (vii) Interest Payment Dates: | [●] | ||
|---|---|---|---|
| (viii) First Interest Payment Date: | [●] | ||
| (ix) Interest Period(s): | [●] | ||
| (x) | Business Day Convention: | [Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention] |
|
| (xi) Minimum Indexation Factor: | [Not Applicable/[●]] | ||
| (xii) Business Centre(s) (Condition 3.8): |
[●] | ||
| (xiii) Maximum Indexation Factor: | [Not Applicable/[●]] | ||
| (xiv) Limited Indexation Month(s) or Period for calculation of Limited Indexation Factor: |
[●] per cent. per annum | ||
| (xv) Base Index Figure: | [●] | ||
| (xvi) Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis] |
||
| (xvii) "Index" or "Index Figure" (Condition 4.1): |
Sub-paragraph [(i)/(ii)/(iii)] of the definition of "Index" or "Index Figure" as set out in Condition 4.1 shall apply |
||
| (xviii) Reference Gilt: | [●] | ||
| PROVISIONS RELATING TO REDEMPTION | |||
| 19 | Residual Holding Call Option | [Applicable/Not Applicable] | |
| (i) | Residual Holding Percentage: |
[●] per cent. | |
| (ii) | Party responsible for calculating the Residual Holding Redemption Amount (if not the Calculation Agent): |
[[●] / Not Applicable] | |
| (iii) | Benchmark Security: | [●] | |
| (iv) Benchmark Spread: | [●] per cent. per annum | ||
| (v) | Benchmark Day Count Fraction: |
[●] | |
| 20 | Call Option6 | [Applicable/Not Applicable] | |
| (i) | Optional Redemption Date(s): |
[●] | |
| (ii) | Optional Redemption Amount(s) of each Instrument: |
[●] per Calculation Amount | |
| (iii) | If redeemable in part: |
6 This does not include the tax call in Condition 5.2 or the call option contained in Condition 5.5.1.
| (a) | Minimum nominal amount to be redeemed: |
[●] | ||
|---|---|---|---|---|
| (b) | Maximum nominal amount to be redeemed: |
[●] | ||
| (iv) Option Exercise Date(s): | [●] | |||
| (v) | 5.5.2): | Notice periods (Condition | Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
|
| 21 | Make-whole Redemption Option | [Applicable/Not Applicable] | ||
| (i) | Make-whole Redemption Date(s): |
[●] | ||
| (a) | Reference Bond: | [●] (If a Par Call Commencement Date is specified below, the Reference Bond should most closely mature on the Par Call Commencement Date rather than the Maturity Date) |
||
| (b) | Quotation Time: | [●] | ||
| (c) | Redemption Margin: | [[●] per cent.][None] | ||
| (d) | Determination Date: | [●] | ||
| (e) | Par Call Commencement Date: |
[●] | ||
| (f) | Canada Yield Price: | [Applicable/Not Applicable] [if Canada Yield Price is specified as being applicable, a Par Call Commencement Date must also be specified] |
||
| (ii) | If redeemable in part: | |||
| (a) | Minimum nominal amount to be redeemed: |
[●] | ||
| (b) | Maximum nominal amount to be redeemed: |
[●] | ||
| (iii) Notice periods (Condition 5.5.3): |
Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
|||
| 22 | Put Option7 | [Applicable/Not Applicable] | ||
| (i) | Optional Redemption Date(s): |
[●] | ||
| (ii) | Optional Redemption Amount(s) of each Instrument: |
[●] per Calculation Amount | ||
| (iii) | Option Exercise Date(s): | [●] | ||
| 5.7): | (iv) Notice periods (Condition | Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
||
| 23 | NGET Restructuring Put Option | [Applicable/Not Applicable] | ||
| 24 | Final Redemption Amount of each Instrument |
[●] per Calculation Amount |
7 This does not include the National Grid or NGET Restructuring Put in Condition 5.6.
Minimum Period: [30] [●] days Maximum Period: [45] [●] days
26 Form of Instruments [Bearer Instruments:
[temporary Global Instrument exchangeable for a permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the permanent Global Instrument]
The Final Redemption Amount per Instrument shall be its outstanding nominal amount adjusted in accordance with Condition [4.2/ 4.8]
Condition(s) [4.3 to 4.5/ 4.9] shall apply
Minimum Period: [30] [●] days Maximum Period: [60] [●] days
[●] per Calculation Amount
177
| [temporary Global Instrument exchangeable for Definitive Instruments in the limited circumstances specified in the temporary Global Instrument] |
||
|---|---|---|
| [permanent Global Instrument exchangeable for Definitive Instruments in the limited circumstances specified in the permanent Global Instrument]] |
||
| [Australian Domestic Instruments] | ||
| 27 | New Global Note: | [Yes] [No] [Not Applicable] |
| 28 | Financial Centre(s) or other special provisions relating to Payment Dates (Condition 6.7): |
[Not Applicable/[●]] |
| 29 | Eligible Bonds: | [Yes] [No] (If not applicable, delete the remaining subparagraphs of this paragraph) |
| (i) [Reviewer(s):] |
[Name of sustainability rating agencies and name of third party assurance agent, if any and details of compliance opinion(s) and availability] |
|
| (ii) [Date of Second Party Opinion(s):] |
[●] |
[[●] has been extracted from [●]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [●], no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Issuer:
By: ............................................
Duly authorised
| PART B – OTHER INFORMATION | ||||
|---|---|---|---|---|
| 1 | LISTING AND TRADING | |||
| (i) | Listing: | London | ||
| (ii) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the London Stock Exchange's regulated market with effect from [●]. |
||
| (iii) | Estimate of total expenses related to admission to trading: |
[●] | ||
| 2 | RATINGS | |||
| Ratings: | The Instruments to be issued [have [not ]been / are expected to be] rated: |
|||
| [S&P Global Ratings Europe Limited ("S&P"): [●] | ||||
| An obligation rated '[●]' [Insert definition of [●] available via weblink below]. |
||||
| The [plus (+) / minus (-)] [Delete as applicable] sign shows relative standing within the rating categories. |
||||
| (Source: S&P, https://www.standardandpoors.com/en_US/web/guest/article/- /view/sourceId/504352)] |
||||
| [Moody's Investors Service Ltd. ("Moody's"): [●] | ||||
| An obligation rated '[●]' [Insert definition of [●] available via weblink below]. |
||||
| The modifier ['1' indicates that the obligation ranks in the higher end of its generic category / '2' indicates a mid-range ranking / '3' indicates a ranking in the lower end of that generic rating category] [Delete as applicable]. |
||||
| (Source: Moody's, https://www.moodys.com/ratings process/Ratings-Definitions/002002)] |
||||
| [[Fitch Ratings Limited ("Fitch"): [●] | ||||
| An obligation rated '[●]' [Insert definition of [●] available via weblink below]. |
||||
| The modifier ["+" / "-"] [Delete as applicable] appended to the rating denotes relative status within major rating categories. |
||||
| (Source, Fitch Ratings, https://www.fitchratings.com/products/rating-definitions)] |
||||
| [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating |
provider.]
[So far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer.]
[(i)] Reasons for the offer/use of proceeds: [●] [(ii)] Estimated net proceeds: [●]
Indication of yield: Calculated as [●] on the Issue Date The yield is calculated on the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]
| ISIN: | [●] |
|---|---|
| Common Code: | [●] |
| Trade Date: | [●] |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
[Not Applicable/[●]] |
| Delivery: | Delivery [against/free of] payment |
| Names and addresses of additional Paying Agent(s) (if any): |
[●] |
| [Intended to be held in a manner which would allow Eurosystem eligibility: |
eligibility criteria have been met.]/ |
[Yes. Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/
[No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Instruments are capable of meeting them the Instruments may then be
deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Instruments will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]]
Process Agent8
: [National Grid Australia Pty Limited ACN 115 132 664 / Not Applicable]
[Not Applicable/Euro [●]]
The aggregate principal amount of the Instruments issued has been translated into Euro at the rate of [●], producing a sum of (for Instruments not denominated in Euro):
Benchmarks Regulation: Amounts payable under the Instruments will be calculated by reference to [[specify benchmark] which is provided by [administrator legal name]]. As at the date hereof, [[administrator legal name][appears]/[does not appear]] in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority pursuant to Article 36 (Register of administrators and benchmarks) of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK BMR")]/[As far as the Issuer is aware, as at the date hereof, [specify benchmark] [does not fall within the scope of the UK BMR][by virtue of Article 2 of that regulation/the transitional provisions in Article 51 of the UK BMR apply] such that [administrator legal name] is not currently required to obtain authorisation or registration (or if located outside the United Kingdom, recognition, endorsement or equivalence)]/[Not Applicable]
| (i) | US Selling Restrictions: | Reg. S Compliance Category 2; [C Rules / D Rules / TEFRA not applicable] |
|---|---|---|
| (ii) | Prohibition of Sales to UK Retail Investors: |
[Applicable/Not Applicable] |
| (iii) | Prohibition of Sales to EEA Retail Investors: |
[Applicable/Not Applicable] |
| (iv) Singapore Sales to Institutional Investors and Accredited Investors only: |
[Applicable/Not Applicable] [If the Instruments are offered to Institutional Investors and Accredited Investors in Singapore only, "Applicable" should be specified. If the Instruments are also offered to investors other than Institutional Investors and Accredited Investors in |
Singapore, "Not Applicable" should be specified.
8 Applicable for Australian Domestic Instruments only.
However, parties should consider the Monetary Authority of Singapore's Notice on Business Conduct Requirements for Corporate Finance Advisers last revised on 21 June 2023 (as amended or modified from time to time) and the related due diligence requirements, and "Not Applicable" should only be specified if no corporate finance advice is given by any manager or Dealer.]
| (v) | [Prohibition of Sales to Belgian Consumers: |
[Applicable/Not Applicable]] |
|---|---|---|
| (vi) Method of distribution: | [Syndicated/Non-syndicated] | |
| (vii) If syndicated, names of Managers: |
[Not Applicable/give names] | |
| (viii) Stabilisation Manager(s) (if any): |
[Not Applicable/give names] | |
| (ix) If non-syndicated, name of Dealer: |
[Not Applicable/give name] | |
| (x) | Additional selling restrictions: |
[Not Applicable/give details] |
The Pricing Supplement in respect of each Tranche of PSM Instruments issued under the Programme which is listed on the official list of the FCA and admitted to trading on the London Stock Exchange's professional securities market will be in the following form, duly completed to reflect the particular terms of the relevant Instruments and their issue.
NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 FOR THE ISSUE OF THE INSTRUMENTS DESCRIBED BELOW.
[Legal Entity Identifier (LEI): 8R95QZMKZLJX5Q2XR704/5XJXCCYG4SDKFJ5WLB02]*
Issue of [Aggregate Nominal Amount of Tranche] [Title of Instruments] under the Euro 20,000,000,000 Euro Medium Term Note Programme
[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]
[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]
*
Delete as applicable.
[MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
[UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any [person subsequently offering, selling or recommending the Instruments (a "distributor")]/[distributor] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
[Singapore Securities and Futures Act Product Classification – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Instruments are [prescribed capital markets products] / [capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018) and are [Excluded] / [Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.]9
Any person making or intending to make an offer of the Instruments may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus or supplement a prospectus pursuant to Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, in each case, in relation to such offer.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Listing Particulars dated [●] 2025 which [together with the supplementary listing particulars dated [●]] constitutes listing particulars for the purposes of UK Listing Rule 3.2.11 of the UK Listing Rules of the Financial Conduct Authority (the "UK Listing Rules"). This document constitutes the Pricing Supplement of the Instruments described herein for the purposes of UK Listing Rule 23.2.3 of the UK Listing Rules and must be read in conjunction with such Listing Particulars [as so supplemented]. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of this Pricing Supplement and the Listing Particulars [as so supplemented]. The Listing Particulars [and the supplementary listing particulars] [is] [are] available for viewing at and copies may be obtained from, the
9 For any Instruments to be offered in Singapore to persons other than accredited investors and institutional investors (each term as defined in the SFA), the Issuer to consider whether it needs to re-classify the Instruments pursuant to Section 309B of the SFA prior to the launch of the offer.
registered address of the Issuer at 1-3 Strand, London WC2N 5EH and the office of the Issuing and Paying Agent at 160 Queen Victoria Street, London EC4V 4LA.
[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") contained in the Trust Deed dated [issue date of original Instruments] a copy of which is set forth in the Listing Particulars dated [original date] and incorporated by reference into the Listing Particulars dated [date of current prospectus] and which are attached hereto. This document constitutes the Pricing Supplement of the Instruments described herein for the purposes of UK Listing Rule 23.2.3 of the UK Listing Rules of the Financial Conduct Authority (the "UK Listing Rules") and must be read in conjunction with the Listing Particulars dated [date of current prospectus] [and the supplementary listing particulars dated [●]], which [together] constitute[s] listing particulars for the purposes of UK Listing Rule 3.2.11 of the UK Listing Rules. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of the Listing Particulars dated [current date] [and the supplementary listing particulars dated [●] and [●]] and this Pricing Supplement. [The Listing Particulars [and the supplementary listing particulars] [is/are] available for viewing at and copies may be obtained from, the registered address of the Issuer at 1-3 Strand, London WC2N 5EH and the office of the Issuing and Paying Agent at 160 Queen Victoria Street, London EC4V 4LA.]
| 1 | (i) | Issuer: | [National Grid plc/National Grid Electricity Transmission plc]10 |
|---|---|---|---|
| 2 | (i) | Series Number: | [●] |
| (ii) | [Tranche Number: | [●]] | |
| (iii) | Date on which the Instruments become fungible: |
[Not Applicable/The Instruments shall be consolidated, form a single series and be interchangeable for trading purposes with the [●] on [[●]/the Issue Date/exchange of the Temporary Global Instrument for interests in the Permanent Global Instrument, as referred to in paragraph [26] below [which is expected to occur on or about [●]]].] |
|
| 3 | Specified Currency or Currencies: |
[●] | |
| 4 | Aggregate Nominal Amount: | [●] | |
| (i) | [Series: | [●] | |
| (ii) | [Tranche: | [●]] | |
| 5 | Issue Price: | [●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [●]] |
|
| 6 | Specified Denominations: | [●] and integral multiples of [●] in excess thereof [up to and including [●]. No Instruments in definitive form will be issued with a denomination above [●]]. |
|
| 7 | Calculation Amount: | [●] | |
| 8 | (i) | [Issue Date:] | [●] |
| (ii) | [Interest Commencement Date] |
[[●]/Issue Date/Not Applicable] | |
| 9 | Maturity Date: | [●] [Interest Payment Date falling on or nearest to [●]] |
10 Delete as applicable.
| 10 | Interest Basis: | [[●] per cent. Fixed Rate] [[SONIA][CORRA][SOFR][EURIBOR / HKD-HIBOR HIBOR= / EUR-ISDA-EURIBOR SWAP RATE-11:00] / [BBSW Rate] [[+/–] [●] per cent.] Floating Rate] [Zero Coupon] [Index Linked Interest] (see paragraph [15/16/17/18] below) |
|---|---|---|
| 11 | Redemption/Payment Basis: | [Subject to any purchase and cancellation or early redemption, the Instruments will be redeemed on the Maturity Date at [●] per cent. of their nominal amount] [Index Linked Redemption] |
| 12 | Change of Interest or Redemption/Payment Basis: |
[[●] / Not Applicable] |
| 13 | Put/Call Options:11 | [Investor Put] [Issuer Call [([●][-month] par call)]] [Make-whole] (see paragraph [19/20/21/22/23] below) |
| 14 | Date [Board] approval for issuance of Instruments obtained: |
[●] [and [●], respectively]] |
| 15 | Fixed Rate Instrument Provisions |
[Applicable/Not Applicable] | |
|---|---|---|---|
| (i) | Rate[(s)] of Interest: | [●] per cent. per annum [payable [annually/semi annually/quarterly/monthly] in arrear] |
|
| (ii) | Interest Payment Date(s): | [●] in each year | |
| (iii) | Interest Payment Date Adjustment (for Hong Kong dollar-denominated Notes only): |
[Applicable/Not Applicable] | |
| (iv) Fixed Coupon Amount[(s)]: | [[●] per Calculation Amount/Not Applicable] | ||
| (v) | Broken Amount(s): | [●] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [●] |
|
| (vi) Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360 (ISDA) / RBA Bond Basis/ Actual/Actual Canadian Compound Method] |
||
| (vii) Determination Dates (Condition 3.8): |
[●] in each year | ||
| (viii) Business Centre(s) (Condition 3.8) (for Hong |
[●] |
11 If instruments are issued by National Grid, only insert any additional put/call option other than the National Grid Restructuring Put contained in Condition 5.6 and the call option contained in Condition 5.5.1. This does not include the National Grid or NGET Restructuring Put in Condition 5.6.
| Kong dollar-denominated Notes only): |
|||||
|---|---|---|---|---|---|
| 16 | Floating Rate Instrument Provisions |
[Applicable/Not Applicable] | |||
| (i) | Interest Period(s): | [●] [, subject to adjustment in accordance with the Business Day Convention set out in (iii) below/, not subject to any adjustment[, as the Business Day Convention in (iii) below is specified to be Not Applicable]] |
|||
| (ii) | Dates: | Specified Interest Payment | [Not Applicable] / [●] [, subject to adjustment in accordance with the Business Day Convention set out in (iii) below/, not subject to any adjustment[, as the Business Day Convention in (iii) below is specified to be Not Applicable]] |
||
| (iii) | Business Day Convention: | [Floating Rate Convention/ Following Business Day Convention/ Modified Following Business Day Convention/ Preceding Business Day Convention][Not Applicable] |
|||
| Date: | (iv) First Interest Payment | [Not Applicable]/[●] in each year [, subject to adjustment in accordance with the Business Day Convention set out in (iii) above/, not subject to any adjustment[, as the Business Day Convention in (iii) above is specified to be Not Applicable]]] |
|||
| (v) | Business Centre(s) (Condition 3.8): |
[●] | |||
| (vi) Manner in which the Rate(s) of Interest is/are to be determined: |
[Screen Rate Determination/ISDA Determination/BBSW Rate Determination] |
||||
| (vii) Interest Period Date(s): | [Not Applicable]/[●] in each year [, subject to adjustment in accordance with the Business Day Convention set out in (iii) above/, not subject to any adjustment[, as the Business Day Convention in (iii) above is specified to be Not Applicable]]] |
||||
| (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): |
[●] | ||||
| (ix) ISDA Determination (Condition 3.2.3(a)): |
[Applicable/Not Applicable] | ||||
| | Floating Rate Option: | [●] | |||
| | Designated Maturity: | [●] | |||
| | Reset Date: | [●] |
| (x) | Screen Rate Determination (Condition 3.2.3(b) / 3.2.3(d) / 3.2.3(e) / 3.2.3(f)): |
[Applicable/Not Applicable] | |
|---|---|---|---|
| | Reference Rate: | [EURIBOR / HKD-HIBOR-HIBOR= / EUR-ISDA EURIBOR SWAP RATE-11:00] |
|
| [SONIA Compounded Index Rate / SONIA Compounded Daily Reference Rate [with Observation Shift] / [with Lag] where "p" is: [specify number] London Business Days [being no less than 5 London Business Days]] [CORRA where "p" is: [specify number] Bank of Canada Business Days [being no less than 5 Bank of Canada Business Days]] (insert where Calculation Method is SONIA OR CORRA Compounded Daily Rate)] [SOFR Benchmark] |
|||
| Date(s): |
Interest Determination | [●] [TARGET] Business Days in [●] for [●] prior to [●]] [Second London business day prior to the start of each Interest Accrual Period] |
|
| [The first day in each Interest Accrual Period]/ | |||
| [Second day on which the T2 System is open prior to the start of each Interest Accrual Period] |
|||
| [The date which is ["p"] [London] [Bank of Canada] Business Days prior to each Interest Payment Date (insert where Calculation Method is SONIA or CORRA Compounded Daily Rate)] |
|||
| [The date which is the [●] U.S. Government Securities Business Day prior to the last day of each Interest Accrual Period (insert where SOFR Benchmark is specified in the relevant Final Terms as the Reference Rate and shall be the same number of U.S. Government Securities Business Days as the Lookback Days (in case of SOFR Lag) or as the SOFR Observation Shift Days (in case of SOFR Observation Shift or Compounded SOFR Index)] |
|||
| | Relevant Screen | [●] | |
| Page: | [[Bloomberg Screen Page: SONCINDX] / see pages of authorised distributors for SONIA Compounded Index Rate] or [Bloomberg Screen Page: SONIO/N Index] / SONIA Compounded Daily Reference Rate as applicable] |
||
| | Relevant Fallback Screen Page: |
[[Bloomberg Screen Page: SONIO/N Index] / see pages of authorised distributors for SONIA Compounded Daily Reference Rate as applicable] [●]] |
|
| | Reference Banks (if Primary Source is "Reference Banks"): |
[●] | |
| (xi) BBSW Rate Determination (Condition 3.2.3(c)): |
[Applicable/Not Applicable] |
| | BBSW Rate | [●] | ||
|---|---|---|---|---|
| (xii) Calculation Method (CORRA) Condition 3.2.3(e) |
[Compounded Daily CORRA][Compounded Index Rate] | |||
| (xiii) SOFR Benchmark | [Not Applicable/Compounded Daily SOFR/Compounded SOFR Index] |
|||
| (Only applicable where the Reference Rate is SOFR Benchmark) |
||||
| | Compounded Daily SOFR |
[SOFR Lag/SOFR Observation Shift] (Delete if Compounded Daily SOFR is not applicable) |
||
| | Lookback Days | [●] U.S. Government Securities Business Day(s) | ||
| (Only applicable in the case of SOFR Lag and shall be at least 5 U.S. Government Securities Business Day(s)) |
||||
| | SOFR Observation Shift Days |
[Not Applicable/[●] U.S. Government Securities Business Day(s)] |
||
| (Only applicable in the case of SOFR Observation Shift or Compounded SOFR Index and shall be at least 5 U.S. Government Securities Business Day(s)) |
||||
| | SOFR IndexStart | [●] U.S. Government Securities Business Day(s) | ||
| (Only applicable in the case of Compounded SOFR Index) |
||||
| | SOFR IndexEnd | [●] U.S. Government Securities Business Day(s) (Only applicable in the case of Compounded SOFR Index) |
||
| (xiv) Linear Interpolation (Condition 3.2.3(g)): |
[Not Applicable / Applicable – the Rate of Interest for the [long/short] [first/last] Interest Period shall be calculated using Linear Interpolation] |
|||
| (xv) Margin(s): | [[+/-][●] per cent. per annum] [Not Applicable] | |||
| (xvi) Minimum Rate of Interest: | [[●] per cent. per annum] [Not Applicable] | |||
| (xvii) Maximum Rate of Interest: | [[●] per cent. per annum] [Not Applicable] | |||
| (xviii) | Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis] |
||
| 17 | Provisions | Zero Coupon Instrument | [Applicable/Not Applicable] | |
| (i) | Amortisation Yield (Condition 5.4): |
[●] per cent. per annum | ||
| (ii) | Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis] |
| 18 | Index Linked Interest Instrument |
[Applicable/Not Applicable] | ||
|---|---|---|---|---|
| (i) | Index: | [RPI/CPI/CPIH/HICP] | ||
| (ii) | Interest Rate: | [●] | ||
| (iii) | Party responsible for calculating the Rate(s) of Interest, Interest Amount and Redemption Amount(s) (if not the Calculation Agent): |
[[●] / Not Applicable] | ||
| (iv) Provisions for determining Coupon calculated by reference to Index and/or Formula: |
[●] | |||
| (v) | Interest Determination Date(s): |
[●] | ||
| (vi) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable or otherwise disrupted: |
Condition(s) [4.3 to 4.5 / 4.9] apply | |||
| (vii) Interest Payment Dates: | [●] | |||
| (viii) First Interest Payment Date: |
[●] | |||
| (ix) Interest Period(s): | [●] | |||
| (x) | Business Day Convention: | [Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention] |
||
| (xi) Minimum Indexation Factor: | [Not Applicable/[●]] | |||
| (xii) Business Centre(s) (Condition 3.8): |
[●] | |||
| (xiii) Maximum Indexation Factor: |
[Not Applicable/[●]] | |||
| (xiv) Limited Indexation Month(s) or Period for calculation of Limited Indexation Factor: |
[●] per cent. per annum | |||
| (xv) Base Index Figure: | [●] | |||
| (xvi) Day Count Fraction (Condition 3.8): |
[30/360 / Actual/Actual ([ICMA]/ISDA) / Actual/365(Fixed) / Actual/360 / 30E/360 / 360/360 / Bond Basis / 30E/360(ISDA) / Eurobond Basis / 30E/360(ISDA) / RBA Bond Basis] |
|||
| (xvii) "Index" or "Index Figure" (Condition 4.1): |
Sub-paragraph [(i)/(ii)/(iii)] of the definition of "Index" or "Index Figure" as set out in Condition 4.1 shall apply |
|||
| (xviii) Reference Gilt: | [●] |
| 19 | Residual Holding Call Option | [Applicable/Not Applicable] | ||
|---|---|---|---|---|
| (i) | Residual Holding Percentage: |
[●] per cent. | ||
| (ii) | Party responsible for calculating the Residual Holding Redemption Amount (if not the Calculation Agent): |
[[●] / Not Applicable] | ||
| (iii) | Benchmark Security: | [●] | ||
| (iv) Benchmark Spread: | [●] per cent. per annum | |||
| (v) | Benchmark Day Count Fraction: |
[●] | ||
| 20 | Call Option12 | [Applicable/Not Applicable] | ||
| (i) | Optional Redemption Date(s): |
[●] | ||
| (ii) | Optional Redemption Amount(s) of each Instrument: |
[●] per Calculation Amount | ||
| (iii) | If redeemable in part: | |||
| (a) | Minimum nominal amount to be redeemed: |
[●] | ||
| (b) | Maximum nominal amount to be redeemed: |
[●] | ||
| (iv) Option Exercise Date(s): | [●] | |||
| (v) | 5.5.2): | Notice periods (Condition | Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
|
| 21 | Make-whole Redemption Option |
[Applicable/Not Applicable] | ||
| (i) | Make-whole Redemption Date(s): |
[●] | ||
| (a) | Reference Bond: | [●] (If a Par Call Commencement Date is specified below, the Reference Bond should most closely mature on the Par Call Commencement Date rather than the Maturity Date) |
||
| (b) | Quotation Time: | [●] | ||
| (c) | Redemption Margin: | [[●] per cent.][None] | ||
| (d) | Determination Date: | [●] |
12 This does not include the tax call in Condition 5.2 or the call option contained in Condition 5.5.1.
| (e) | Par Call Commencement Date: |
[●] | ||
|---|---|---|---|---|
| (f) | Canada Yield Price: | [Applicable/Not Applicable] [if Canada Yield Price is specified as being applicable, a Par Call Commencement Date must also be specified] |
||
| (ii) | If redeemable in part: | |||
| (a) | Minimum nominal amount to be redeemed: |
[●] | ||
| (b) | Maximum nominal amount to be redeemed: |
[●] | ||
| (iii) | 5.5.3): | Notice periods (Condition | Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
|
| 22 | Put Option13 | [Applicable/Not Applicable] | ||
| (i) | Optional Redemption Date(s): |
[●] | ||
| (ii) | Optional Redemption Amount(s) of each Instrument: |
[●] per Calculation Amount | ||
| (iii) | Option Exercise Date(s): | [●] | ||
| 5.7): | (iv) Notice periods (Condition | Minimum Period: [15] [●] days Maximum Period: [30] [●] days |
||
| 23 | NGET Restructuring Put Option |
[Applicable/Not Applicable] | ||
| 24 | Final Redemption Amount of each Instrument |
[●] per Calculation Amount | ||
| (i) | Index: | [RPI/CPI/CPIH/HICP] | ||
| (ii) | Calculation Agent responsible for calculating the Final Redemption Amount: |
[[●] / Not Applicable] | ||
| (iii) | Provisions for determining Final Redemption Amount where calculated by reference to Index and/or Formula: |
The Final Redemption Amount per Instrument shall be its outstanding nominal amount adjusted in accordance with Condition [4.2/ 4.8] |
||
| (iv) Determination Date(s): | [●] | |||
| (v) | Provisions for determining Final Redemption Amount where calculation by reference to Index and/or Formula is impossible or |
Condition(s) [4.3 to 4.5/ 4.9] shall apply |
13 This does not include the National Grid or NGET Restructuring Put in Condition 5.6.
| impracticable or otherwise disrupted: |
|||||
|---|---|---|---|---|---|
| (vi) Payment Date: | [●] | ||||
| (vii) Minimum Final Redemption Amount: |
[●] per Calculation Amount | ||||
| (viii) Maximum Final Redemption Amount: |
[●] per Calculation Amount | ||||
| (ix) Notice Periods (Condition 4.6/ 4.10): |
Minimum Period: [30] [●] days Maximum Period: [60] [●] days |
||||
| 25 | Early Redemption Amount | ||||
| (i) | Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons (Condition 5.2) or on Event of Default (Condition 9) or other early redemption: |
[●] per Calculation Amount | |||
| (ii) | Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5.2) |
[Yes/No] | |||
| (iii) | Notice Periods (Condition 5.2): |
Minimum Period: [30] [●] days Maximum Period: [45] [●] days |
| 26 | Form of Instruments | [Bearer Instruments: | |
|---|---|---|---|
| [temporary Global Instrument exchangeable for a permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the permanent Global Instrument] |
|||
| [temporary Global Instrument exchangeable for Definitive Instruments in the limited circumstances specified in the temporary Global Instrument] |
|||
| [permanent Global Instrument exchangeable for Definitive Instruments in the limited circumstances specified in the permanent Global Instrument]] |
|||
| [Australian Domestic Instruments] | |||
| 27 | New Global Note | [Yes] [No] [Not Applicable] | |
| 28 | Financial Centre(s) or other special provisions relating to Payment Dates (Condition 6.7): |
[Not Applicable/[●]] | |
| 29 | Eligible Bonds: | [Yes] [No] |
(If not applicable, delete the remaining subparagraphs of this paragraph) (i) [Reviewer(s):] [Name of sustainability rating agencies and name of third party assurance agent, if any and details of compliance opinion(s) and availability] (ii) [Date of Second Party Opinion(s):] [●]
[[●] has been extracted from [●]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [●], no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Issuer:
By: ............................................
Duly authorised
| (i) | Listing: | [London] |
|---|---|---|
| (ii) | Admission to trading: | [Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on London Stock Exchange's professional securities market with effect from [●].] [Application is expected to be made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on London Stock Exchange's professional securities market with effect from [●].] |
| (iii) | Estimate of total expenses related to |
[●] |
admission to trading:
Ratings: The Instruments to be issued [have [not ]been / are expected to be] rated:
[S&P Global Ratings Europe Limited ("S&P"): [●]
An obligation rated '[●]' [Insert definition of [●] available via weblink below].
The [plus (+) / minus (-)] [Delete as applicable] sign shows relative standing within the rating categories.
(Source: S&P,
https://www.standardandpoors.com/en_US/web/guest/article/- /view/sourceId/504352)]
[Moody's Investors Service Ltd. ("Moody's"): [●]
An obligation rated '[●]' [Insert definition of [●] available via weblink below].
The modifier ['1' indicates that the obligation ranks in the higher end of its generic category / '2' indicates a mid-range ranking / '3' indicates a ranking in the lower end of that generic rating category] [Delete as applicable].
(Source: Moody's, https://www.moodys.com/ratingsprocess/Ratings-Definitions/002002)] [[Fitch Ratings Limited ("Fitch"): [●]
An obligation rated '[●]' [Insert definition of [●] available via weblink below].
The modifier ["+" / "-"] [Delete as applicable] appended to the rating denotes relative status within major rating categories.
(Source, Fitch Ratings, https://www.fitchratings.com/products/rating-definitions)] [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]
[So far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer.]
Indication of yield: Calculated as [●] on the Issue Date The yield is calculated on the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]
(i) Name of underlying index: [UK Retail Prices Index (RPI) (all items) published by the Office for National Statistics] / [UK Consumer Prices Index (CPI) (all items) published by the Office for National Statistics / UK Consumer Prices Index including Owner Occupiers' Housing costs and Council Tax (CPIH) (all items) published by the Office for National Statistics]/ [Non-revised Harmonised Index of Consumer Prices excluding tobacco, measuring the rate of inflation in the European Monetary Union published by Eurostat (HICP)]
(ii) Information about the Index, its volatility and past and future performance can be obtained from: Information on [RPI/CPI/CPIH/HICP] can be found at [www.statistics.gov.uk / www.epp.eurostat.ec.europa.eu]
| ISIN: | [●] |
|---|---|
| Common Code: | [●] |
| Trade Date: | [●] |
| Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
[Not Applicable/[●]] |
| Delivery: | Delivery [against/free of] payment |
| Names and addresses of additional Paying Agent(s) (if any): |
[●] |
| [Intended to be held in a manner which would allow Eurosystem eligibility: |
[Yes. Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/ [No. Whilst the designation is specified as "no" at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Instruments are capable of meeting them the Instruments may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Instruments will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]] |
| Process Agent14: | [National Grid Australia Pty Limited ACN 115 132 664/Not Applicable] |
| The aggregate principal amount of the Instruments issued has been translated into Euro at the rate of [●], producing a |
[Not Applicable/Euro [●]] |
14 Applicable for Australian Domestic Instruments only.
sum of (for Instruments not denominated in Euro):
Benchmarks Regulation: Amounts payable under the Instruments will be calculated by reference to [[specify benchmark] which is provided by [administrator legal name]]. As at the date hereof, [[administrator legal name][appears]/[does not appear]] in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority pursuant to Article 36 (Register of administrators and benchmarks) of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK BMR")]/[As far as the Issuer is aware, as at the date hereof, [specify benchmark] [does not fall within the scope of the UK BMR] [by virtue of Article 2 of that regulation/the transitional provisions in Article 51 of the UK BMR apply] such that [administrator legal name] is not currently required to obtain authorisation or registration (or if located outside the United Kingdom, recognition, endorsement or equivalence)]/[Not Applicable]
| (i) | US Selling Restrictions: |
Reg. S Compliance Category 2; [C Rules / D Rules / TEFRA not applicable] |
|
|---|---|---|---|
| (ii) | Prohibition of Sales to UK Retail Investors: |
[Applicable/Not Applicable] | |
| (iii) | Prohibition of Sales to EEA Retail Investors: |
[Applicable/Not Applicable] | |
| (iv) Singapore Sales to Institutional Investors and Accredited Investors only: |
[Applicable/Not Applicable] | ||
| [If the Instruments are offered to Institutional Investors and Accredited Investors in Singapore only, "Applicable" should be specified. If the Instruments are also offered to investors other than Institutional Investors and Accredited Investors in Singapore, "Not Applicable" should be specified. |
|||
| However, parties should consider the Monetary Authority of | |||
| Singapore's Notice on Business Conduct Requirements for Corporate Finance Advisers last revised on 21 June 2023 (as amended or modified from time to time) and the related due diligence requirements, and "Not Applicable" should only be specified if no corporate finance advice is given by any manager or Dealer.] |
|||
| (v) | [Prohibition of Sales to Belgian Consumers: |
[Applicable/Not Applicable]] | |
| (vi) Method of distribution: |
[Syndicated/Non-syndicated] |
| (vii) If syndicated, names of Managers: |
[Not Applicable/give names] | |
|---|---|---|
| (viii) Stabilisation Manager(s) (if any): |
[Not Applicable/give names] | |
| (ix) If non-syndicated, name of Dealer: |
[Not Applicable/give name] | |
| (x) | Additional selling restrictions: |
[Not Applicable/give details] |
reference obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuers and their affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other trading activities. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuers' or Issuers' affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuers routinely hedge their credit exposure to the relevant Issuer consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Instruments issued under the Programme. Any such positions could adversely affect future trading prices of Instruments issued under the Programme. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
1-3 Strand London WC2N 5EH United Kingdom
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
1 Churchill Place London E14 5HP United Kingdom
8 Canada Square London E14 5HQ United Kingdom
2 King Edward Street London EC1A 1HQ United Kingdom
Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ United Kingdom
Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
J.P. Morgan Securities plc
25 Bank Street Canary Wharf London E14 5JP United Kingdom
25 Cabot Square Canary Wharf London E14 4QA United Kingdom
250 Bishopsgate London EC2M 4AA United Kingdom
100 Bishopsgate London EC2N 4AA United Kingdom
Allen Overy Shearman Sterling LLP One Bishops Square London E1 6AD United Kingdom
Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom
The Law Debenture Trust Corporation p.l.c. Eighth Floor 100 Bishopsgate London EC2N 4AG United Kingdom
160 Queen Victoria Street London EC4V 4LA United Kingdom
43 Boulevard Royal L-2955 Luxembourg Luxembourg
Level 2, 35 Clarence Street Sydney NSW 2000 Australia
Computershare Advantage Trust of Canada 88A East Beaver Creek Rd Richmond Hill, ON, L4B 4A8 Canada
Deloitte LLP 1 New Street Square London EC4A 3HQ United Kingdom
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