REG - National Grid PLC - Results of Rump Placing

National GridAnnouncement

12/06/2024 16:00

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RNS Number : 2004S  National Grid PLC  12 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT
CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN
CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS,
FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE
AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT
WWW.NATIONALGRID.COM (http://WWW.NATIONALGRID.COM) .

 

FOR IMMEDIATE RELEASE.

 

 

12 June 2024

 

National Grid plc

 

Results of Rump Placing

 

Following the announcement  on 12 June 2024 regarding valid acceptances under
the fully underwritten 7 for 24 Rights Issue announced by National Grid plc
("National Grid" or the "Company") on 23 May 2024, the Company confirms
Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts
its UK investment banking activities under the marketing name J.P. Morgan
Cazenove) ("J.P. Morgan") (together, the "Banks" or the "Underwriters"), have
successfully procured subscribers for all of the 97,727,572 New Ordinary
Shares for which valid acceptances were not received, representing
approximately 9% of the total number of New Ordinary Shares to be issued
pursuant to the fully underwritten Rights Issue, and 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 (the "Placing
Price").

 

The net proceeds from the placing of such New Ordinary Shares (after the
deduction of the Rights Issue Price of 645 pence per New Ordinary Share and
the expenses of procuring subscribers, including any applicable brokerage
commissions and VAT which are not recoverable) will be paid (without interest)
to those Shareholders whose rights have lapsed in accordance with the terms of
the Rights Issue, pro rata to their lapsed provisional allotments, save that
individual amounts of less than £5.00 will not be paid to such persons but
will be aggregated and will accrue for the benefit of the Company.

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings set out in the Prospectus, which is available on the
Company's website at: www.nationalgrid.com (http://www.nationalgrid.com) .

 

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

National Grid:

 

Investors

 Nick Ashworth   +44 (0) 7814 355 590
 Angela Broad    +44 (0) 7825 351 918
 James Flanagan  +44 (0) 7970 778 952

 

Media

 Molly Neal             +44 (0) 7583 102 727
 Danielle Dominey-Kent  +44 (0) 7977 054 575

 

 Barclays          +44 (0) 20 7623 2323
 (Joint Sponsor, Joint Corporate Broker, Joint Global Co-ordinator, Joint
 Bookrunner and Underwriter)
 Alisdair Gayne
 Neal West

 Chris Madderson

 

 J.P. Morgan Cazenove  +44 (0) 20 7742 4000
 (Joint Sponsor, Joint Corporate Broker, Joint Global Co-ordinator, Joint
 Bookrunner and Underwriter)
 Bill Hutchings
 Jamie Riddell
 Alex Watkins

 

 Robey Warshaw       +44 (0) 20 7317 3900
 (Financial Adviser)
 Simon Robey
 Philip Apostolides

 

 Brunswick        +44 (0) 20 7404 5959
 Susan Gilchrist
 Dan Roberts
 Peter Hesse

 

 

IMPORTANT NOTICES

 

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy or completeness. The
information in this announcement is subject to change without notice.

 

This announcement is not a prospectus but an advertisement. Neither this
announcement nor anything contained in it shall form the basis of, or be
relied upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any Nil Paid Rights, Fully Paid
Rights or New Shares referred to in this announcement except on the basis of
the information contained in the Prospectus published by the Company in
connection with the Rights Issue.

 

A copy of the Prospectus is available from the registered office of the
Company and on its website at www.nationalgrid.com
(http://www.nationalgrid.com) provided that the Prospectus will not, subject
to certain exceptions, be available (whether through the website or otherwise)
to shareholders in the United States, Canada, Hong Kong, Japan, Singapore,
South Africa or any other jurisdiction where the extension or availability of
the Rights Issue (and any other transaction contemplated thereby) would breach
any applicable law or regulation. Neither the content of the Company's website
nor any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement. The Prospectus provides
further details of the New Shares, the Nil Paid Rights and the Fully Paid
Rights being offered pursuant to the Rights Issue.

 

This announcement does not contain or constitute an offer for sale or the
solicitation of an offer to purchase securities in the United States. The Nil
Paid Rights, the Fully Paid Rights and the New Shares have not been and will
not be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States or
other jurisdiction. There will be no public offer of the Nil Paid Rights, the
Fully Paid Rights, the Provisional Allotment Letters or the New Shares in the
United States. Subject to certain limited exceptions, Provisional Allotment
Letters have not been, and will not be, sent to, and Nil Paid Rights have not
been, and will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be located in the
United States. None of the New Shares, the Nil Paid Rights, the Fully Paid
Rights or the Provisional Allotment Letters, this announcement or any other
document connected with the Rights Issue has been or will be approved or
disapproved by the United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the United States
or any other regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the New Shares, the Nil
Paid Rights, the Fully Paid Rights or the accuracy or adequacy of the
Provisional Allotment Letters, this announcement or any other document
connected with the Rights Issue. Any representation to the contrary is a
criminal offence in the United States.

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil
Paid Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil
Paid Rights will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this announcement is
not for release, publication or distribution to persons in the United States,
Canada, Hong Kong, Japan, Singapore, South Africa or any other jurisdiction
where the extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law or
regulation, and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation of local
securities laws or regulations. The distribution of this announcement, the
Prospectus, the Provisional Allotment Letter and the offering or transfer of
Nil Paid Rights, Fully Paid Rights or New Shares into jurisdictions other than
the United Kingdom may be restricted by law, and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions.

 

Any failure to comply with any such restrictions may constitute a violation of
the securities laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, the Prospectus and the Provisional Allotment
Letters (once printed) should not be distributed, forwarded to or transmitted
in or into the United States, Canada, Hong Kong, Japan, Singapore, South
Africa. Recipients of this announcement and/or the Prospectus should conduct
their own investigation, evaluation and analysis of the business, data and
property described in this announcement and/or the Prospectus.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be construed
as legal, business, financial or tax advice. Each shareholder or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested.

 

NOTICE TO ALL INVESTORS

 

Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts
its UK investment banking activities under the marketing name J.P. Morgan
Cazenove) ("J.P. Morgan") (together, the "Banks" or the "Underwriters") are
each authorised by the Prudential Regulation Authority ("PRA") and regulated
in the United Kingdom by the FCA and the PRA. The Banks are acting exclusively
for the Company and acting for no one else in connection with the Rights
Issue. They will not regard any other person as a client in relation to the
Rights Issue and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for
providing advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to in this announcement.

 

Robey Warshaw LLP (the "Financial Adviser"), which is authorised and regulated
by the FCA in the UK, is acting exclusively as financial adviser to the
Company and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of the Financial Adviser nor for
providing advice in connection with the matters referred to herein.

 

Neither of the Underwriters nor the Financial Adviser, nor any of their
respective subsidiaries, branches or affiliates, nor any of their respective
directors, officers or employees accepts any responsibility or liability
whatsoever for the contents of this announcement, (or whether any information
has been omitted from the announcement), or makes any representation or
warranty, express or implied, as to its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid
Rights, the Provisional Allotment Letter, the New Shares or the Rights Issue,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available, or for any loss arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
Subject to applicable law, each of the Underwriters and the Financial Adviser
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise (save as referred to above) which it might otherwise have in
respect of this announcement or any such statement. Neither of the
Underwriters nor the Financial Adviser, nor any of their respective
subsidiaries, branches or affiliates, nor any of their respective directors,
officers or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of the Underwriters or
the Financial Adviser (as applicable) in connection with the Rights Issue,
this announcement, any statement contained herein, or otherwise.

 

In connection with the Rights Issue, the Underwriters and any of their
respective affiliates may, in accordance with applicable legal and regulatory
provisions, take up a portion of the Nil Paid Rights, the Fully Paid Rights
and the New Shares in the Rights Issue as a principal position and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own account in securities of the Company and related or other securities and
instruments (including Nil Paid Rights, Fully Paid Rights and New Shares) and
may offer or sell such securities otherwise than in connection with the Rights
Issue (including through coordinated action to dispose of any New Shares which
they are required to subscribe for as underwriters), provided that the
Underwriters and their respective affiliates may not engage in short selling
for the purpose of hedging their commitments under the Underwriting Agreement
(subject to certain exceptions contained in the Underwriting Agreement).
Accordingly, references in the Prospectus to Nil Paid Rights, Fully Paid
Rights and New Shares being offered or placed should be read as including any
offering or placement of Nil Paid Rights, Fully Paid Rights and New Shares to
either of the Underwriters or any of their respective affiliates acting in
such capacity. In addition, certain of the Underwriters or their affiliates
may enter into financing arrangements (including margin loans) with investors
in connection with which such Underwriters (or their affiliates) may from time
to time acquire, hold or dispose of Nil Paid Rights, Fully Paid Rights and New
Shares. Except as required by applicable law or regulation, the Underwriters
do not propose to make any public disclosure in relation to such transactions.

 

NOTICE TO INVESTORS IN CANADA

 

The offer and sale of the Nil Paid Rights, Fully Paid Rights and/or New Shares
in Canada is being made on a private placement basis only and is exempt from
the requirement that National Grid prepares and files a prospectus under
applicable Canadian securities laws. Any resale of Nil Paid Rights, Fully Paid
Rights and/or New Shares acquired by a Canadian investor in this offering must
be made in accordance with applicable Canadian securities laws, which may
impose restrictions, under certain circumstances, to resales of the Nil Paid
Rights, Fully Paid Rights and/or New Shares outside of Canada.

 

Each Canadian investor who exercises its Nil Paid Rights or Fully Paid Rights
and/or purchases New Shares will be deemed to have represented to the Company,
the Underwriters and to each dealer from whom a purchase confirmation is
received, as applicable, that the investor (i) is purchasing as principal, or
is deemed to be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale or
redistribution; (ii) is an "accredited investor" as such term is defined in
section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106")
or, in Ontario, as such term is defined in section 73.3(1) of the Securities
Act (Ontario); and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. If you are an "accredited
investor" and a "permitted client", in order to exercise your Nil Paid Rights
or Fully Paid Rights and/or acquire any New Shares upon exercise thereof, you
must sign and deliver an investor letter.

 

INFORMATION TO DISTRIBUTORS

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the UK Product Governance Rules) may otherwise have with respect
thereto, the Nil Paid Rights, the Fully Paid Rights and the New Shares have
been subject to a product approval process which has determined that each are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Nil Paid Rights, the Fully
Paid Rights and/or the New Shares may decline and investors could lose all or
part of their investment; the Nil Paid Rights, the Fully Paid Rights and/or
the New Shares offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Rights Issue. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment, the Underwriters will only procure investors
who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (i) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Nil Paid Rights, the Fully Paid Rights and/or the New Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Shares and determining appropriate distribution channels.

 

FORWARD-LOOKING STATEMENTS

 

This announcement contains certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements include information with respect to
National Grid's (the Company) financial condition, its results of operations
and businesses, strategy, plans and objectives. Words such as 'aims',
'anticipates', 'expects', 'should', 'intends', 'plans', 'believes', 'outlook',
'seeks', 'estimates', 'targets', 'may', 'will', 'continue', 'project' and
similar expressions, as well as statements in the future tense, identify
forward-looking statements. This document also references climate-related
targets and climate-related risks which differ from conventional financial
risks in that they are complex, novel and tend to involve projection over long
term scenarios which are subject to significant uncertainty and change. These
forward-looking statements are not guarantees of National Grid's future
performance and are subject to assumptions, risks and uncertainties that could
cause actual future results to differ materially from those expressed in or
implied by such forward-looking statements or targets. Many of these
assumptions, risks and uncertainties relate to factors that are beyond
National Grid's ability to control, predict or estimate precisely, such as
changes in laws or regulations and decisions by governmental bodies or
regulators, including those relating to current and upcoming price controls in
the UK and rate cases in the US, as well as the future of system operation in
the UK; the timing of construction and delivery by third parties of new
generation projects requiring connection; breaches of, or changes in,
environmental, climate change and health and safety laws or regulations,
including breaches or other incidents arising from the potentially harmful
nature of its activities; network failure or interruption, the inability to
carry out critical non-network operations and damage to infrastructure, due to
adverse weather conditions including the impact of major storms as well as the
results of climate change, due to counterparties being unable to deliver
physical commodities; reliability of and access to IT systems, including or
due to the failure of or unauthorised access to or deliberate breaches of
National Grid's systems and supporting technology; failure to adequately
forecast and respond to disruptions in energy supply; performance against
regulatory targets and standards and against National Grid's peers with the
aim of delivering stakeholder expectations regarding costs and efficiency
savings, as well as against targets and standards designed to support its role
in the energy transition; and customers and counterparties (including
financial institutions) failing to perform their obligations to the Company.
Other factors that could cause actual results to differ materially from those
described in this announcement include fluctuations in exchange rates,
interest rates and commodity price indices; restrictions and conditions
(including filing requirements) in National Grid's borrowing and debt
arrangements, funding costs and access to financing; regulatory requirements
for the Company to maintain financial resources in certain parts of its
business and restrictions on some subsidiaries' transactions such as paying
dividends, lending or levying charges; the delayed timing of recoveries and
payments in National Grid's regulated businesses, and whether aspects of its
activities are contestable; the funding requirements and performance of
National Grid's pension schemes and other post-retirement benefit schemes; the
failure to attract, develop and retain employees with the necessary
competencies, including leadership and business capabilities, and any
significant disputes arising with National Grid's employees or breaches of
laws or regulations by its employees; the failure to respond to market
developments, including competition for onshore transmission; the threats and
opportunities presented by emerging technology; the failure by the Company to
respond to, or meet its own commitments as a leader in relation to, climate
change development activities relating to energy transition, including the
integration of distributed energy resources; and the need to grow the
Company's business to deliver its strategy, as well as incorrect or unforeseen
assumptions or conclusions (including unanticipated costs and liabilities)
relating to business development activity, including the sale of a stake in
its UK Gas Transmission and Metering business, its strategic infrastructure
projects and joint ventures and the separation and transfer of the ESO to the
public sector. For further details regarding these and other assumptions,
risks and uncertainties that may impact National Grid, please the 'Risk
Factors' section of the Prospectus. In addition, new factors emerge from time
to time and National Grid cannot assess the potential impact of any such
factor on its activities or the extent to which any factor, or combination of
factors, may cause actual future results to differ materially from those
contained in any forward-looking statement. Neither National Grid nor either
of the Underwriters or the Financial Adviser are under any obligation to
update or revise publicly any forward-looking statement contained within this
announcement, whether as a result of new information, future events or
otherwise, other than in accordance with their legal or regulatory obligations
(including, for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules and Disclosure Guidance and Transparency Rules).

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