SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date: February 6, 2002
NATIONAL GRID GROUP plc
(Registrant's Name)
15 Marylebone Road
London
NW1 5JD
(Registrant's Address)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
X Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby
furnishing the information to the Commission pursuant to Rule
12g3- 2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b):
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorised.
NATIONAL GRID GROUP plc
s/David C. Forward
By_________________________
Name: David C. Forward
Title: Assistant Secretary
Date: February 6, 2002
ANNEX 1 - SUMMARY
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
The Securities Exchange Act of 1934
Announcements sent to the London Stock Exchange for January
2002
National Grid Group plc
15 Marylebone Road
London, NW1 5JD
United Kingdom
Recent Announcements to The London Stock Exchange
DATE DETAILS
----- -------
31.1.02 National Grid Scheme Of Arrangement Becomes
Effective
31.1.02 National Grid Completes The Acquisition Of Niagara
Mohawk
30.1.02 NGG's Exec. Directors' share interests (further
operation of ESOP).
30.1.02 NGG's Exec. Directors' share interests (further
Quest operation).
29.1.02 National Grid Announces Final Election Results and
Allocation of Consideration
28.1.02 National Grid Announces Preliminary Merger Results
25.1.02 National Grid Scheme of Arrangement Sanctioned
17.1.02 NGG's Exec. Directors' share interests (further
Quest operation).
17.1.02 Notification of Capital Group's interest increased
to 8.00 percent.
17.1.02 National Grid Receives Securities and Exchange
Commission Approval for Niagara Mohawk Transaction.
15.1.02 Additional share `blocklisting' (for Employee
Sharesave Scheme).
14.1.02 National Grid Acquisition of Niagara Mohawk
11.1.02 NGG's Exec. Directors' share interests (further
operation of ESOP).
7.1.02 Shareholders Approve Scheme of Arrangement (NIMO)
ANNEX 2 - Copy Announcements as sent
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
The Securities Exchange Act of 1934
Announcements to the London Stock Exchange
for January 2002
National Grid Group plc
15 Marylebone Road
London
NW1 5JD
United Kingdom
Stock Exchange Announcement- 7 January 2002
National Grid Shareholders approve Scheme of Arrangement
-------------------------------------------------------
On 10 December 2001 National Grid Group plc ("National Grid")
announced that it had published a circular to its shareholders
(the "Circular") in connection with the introduction of a new
holding company for the group, New National Grid plc ("New
National Grid"), to be renamed National Grid Group plc, which
was to be effected by means of a scheme of arrangement (the
"Scheme") under section 425 of the Companies Act 1985.
The Directors of National Grid are now pleased to announce
that at today's Court Meeting, the shareholders of National
Grid duly approved the Scheme without modification. At the
subsequent EGM, also held earlier today, National Grid
shareholders duly passed all the resolutions which were
proposed, as set out in the notice of Scheme EGM dated 10
December 2001.
The Scheme is subject to final sanction by the Court and is
expected to become effective in early 2002 which is the same
time as the acquisition of Niagara Mohawk Holdings, Inc. is
expected to complete.
Terms defined in the Circular have the same meanings when used
in this announcement, unless the context requires otherwise.
ENQUIRIES:
National Grid:
Investors
---------
Marcy Reed (011) 44 207 312 5779 (011) 44 77 6849 0807 (m)
Terry McCormick (011)44 207 312 5785 (011) 44 77 6804 5139 (m)
Media
-----
Susan Stevens (011) 44 207 312 5740 (011) 44 77 6967 1560 (m)
Clive Hawkins (011) 44 207 312 5757 (011) 44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011) 44 207 638 9571
Anthony Carlisle (011) 44 79 7361 1888 (m)
Stock Exchange Announcement
National Grid Group plc (National Grid) 11 January 2002
National Grid 1996 EMPLOYEE BENEFIT TRUST (ESOP) (Notification
Of Directors' Interests pursuant to Section 324(2) of the
Companies Act 1985)
National Grid yesterday received a further notification from
the ESOP Trustee; that each of the Executive Directors of
National Grid (E M Astle, S J Box, S J Holliday, R P Sergel
and R J Urwin) had ceased to be technically interested in
6,081 NGG Ordinary shares on 9 January 2002, by virtue of the
Trustee having transferred the shares to participants.
(Note: For Companies Act purposes, the Executive Directors of
National Grid are deemed to have a technical interest in all
the shares held by National Grid's ESOP, together with all
participating employees. The interest ceases when shares are
transferred to participants by the exercise of executive share
options or under another employees' share scheme.)
Contact: D C Forward, Assistant Secretary (011) 44 7312 5860)
Stock Exchange Announcement- 14 January 2002
National Grid Acquisition of Niagara Mohawk
National Grid notes the statement on the Niagara Mohawk
website referring to the Securities and Exchange Commission
approval of the acquisition of Niagara Mohawk.
National Grid announces that this statement has been placed on
the website in error and that approval from the Securities and
Exchange Commission has not yet been obtained.
The acquisition remains on track for completion in early 2002.
Further details will be released when appropriate.
ENQUIRIES:
National Grid:
Investors
---------
Marcy Reed (011)44 207 312 5779 (011)44 77 6849 0807(m)
Terry McCormick (011)44 207 312 5785 (011)44 77 6804 5139(m)
Karen Shih (508) 389 3176
Media
-----
Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560(m)
Clive Hawkins (011)44 207 312 5757 (011)44 78 3635 7173(m)
Citigate Dewe Rogerson: (011) 44 207 638 9571
Anthony Carlisle (011) 44 797 361 1888(m)
Stock Exchange Announcement
National Grid Group plc (National Grid) 15 January 2002
National Grid Group plc
Block Listing
Application has been made to the UK Listing Authority and to
the London Stock Exchange for the block listing of 7.5 million
ordinary shares of National Grid plc of 11 13/17 pence each
fully paid when issued ranking pari passu in all respects with
the existing issued ordinary shares to be admitted to the
Official List and to trading on the London Stock Exchange.
Stock Exchange Announcement
National Grid Group plc (National Grid) 17 January 2002
QUALIFYING EMPLOYEE SHARE OWNERSHIP TRUST (Quest)
(Notification Of Directors' Interests pursuant to Section
324(2) of The Companies Act 1985)
Today, each of the Executive Directors of National Grid (E M
Astle, S J Box, S J Holliday, R P Sergel and R J Urwin)
technically ceased to be interested in 39,732 NGG Ordinary
shares, by virtue of the Quest transferring the shares to
employees.
(Note: For Companies Act purposes, the Executive Directors of
National Grid are deemed to have a technical interest in the
shares held in National Grid's Quest, together with all
participating employees.
The interest ceases when shares are transferred to
participants who exercise their Sharesave scheme options.)
Contact: D C Forward, Assistant Secretary: (011) 44 207 312
5860).
17 January 2002
Notification of Interest in National Grid Ordinary Shares,
Pursuant to Section 198 of The Companies Act 1985
National Grid yesterday received a further notification from
The Capital Group Companies, Inc., that its notifiable
interest increased to 8.00 percent as of 14 January 2002.
Stock Exchange Announcement- 17 January 2002
National Grid Receives Securities and Exchange Commission
Approval for Niagara Mohawk Acquisition - Acquisition now
expected to close by end January
National Grid Group plc ("National Grid") announces that on 16
January it received approval from the US Securities and
Exchange Commission, under the Public Utility Holding Company
Act of 1935, for its acquisition of Niagara Mohawk Holdings,
Inc. (Niagara Mohawk). This is the final regulatory approval
required to complete the acquisition. National Grid expects to
close the acquisition on 31 January 2002.
Roger Urwin, Chief Executive of National Grid Group said,
"Following the recent shareholder approval of the Scheme of
Arrangement, the SEC approval makes this an excellent start to
the New Year for National Grid. We can now look to implement
our integration plans and begin to deliver the benefits of the
Niagara Mohawk acquisition.
"National Grid's US strategy continues to transform the shape
and potential of the company. Niagara Mohawk will double the
size of our US business with more than 60 per cent of the
Group's electricity operating profits coming from the US. The
acquisition is expected to enhance earnings per share before
exceptional items and after goodwill amortisation in the first
full year after completion. We are confident that we will meet
our objective of earning a nominal pre-tax return of 10.5 per
cent on our expanded US business by the year ending March
2005, underpinning our target to increase dividends per share
by five per cent per annum in real terms up to 2006."
In accordance with the terms of the Merger Agreement, Niagara
Mohawk shareholders will receive consideration of 18.89
dollars for each share of Niagara Mohawk common stock held,
valuing the equity of Niagara Mohawk at 3.0 billion dollars
(2.1 billion pounds sterling). The per share consideration was
determined by the average US dollar price of five National
Grid Ordinary shares being 32.22 dollars as calculated from 20
trading days randomly selected from the 40 consecutive trading
day period 13 November 2001 to 10 January 2002. As the
average price is below the bottom of the range of 32.50
dollars to 51.00 dollars specified in the Merger Agreement,
the base 19.00 dollars consideration per Niagara Mohawk share
has been reduced by two-thirds of the percentage decrease
below 32.50 dollars.
Niagara Mohawk shareholders can elect to receive their
consideration in the form of 18.89 dollars cash per share,
0.5863 National Grid American Depositary Shares per share, or
a combination of both.
The Merger Agreement states that the total amount of cash
payable to Niagara Mohawk shareholders will be 1.015 billion
dollars, but National Grid will increase this amount to 50 per
cent of the total consideration, if it receives sufficient
cash elections. National Grid will, so far as possible,
satisfy Niagara Mohawk shareholders' elections. However, to
the extent that they cannot be satisfied in full they will be
scaled down on a pro rata basis.
The deadline for Niagara Mohawk shareholders to return their
forms of election to the Exchange Agent, The Bank of New York,
is 5:00 pm (New York time) on 24 January 2002. Election
materials and delivery instructions were mailed to Niagara
Mohawk shareholders on 27 December 2001. Niagara Mohawk
shareholders who did not receive that mailing should contact
the information agent for this transaction, Mellon Investor
Services, on 1 800 953 2703 as soon as possible. Mailing and
delivery instructions are also available on the companies'
websites at www.nationalgrid.com and www.niagaramohawk.com.
Forward-Looking Statements
This statement contains certain statements that are neither
reported financial results nor other historic information.
These statements are forward looking statements within the
meaning of the safe-harbor provisions of the U.S. federal
securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may
differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' ability to control or
estimate precisely, such as the completion of the acquisition
of Niagara Mohawk, future market conditions and responses by
competitors to deregulation, new regulatory or legislative
requirements, the future actions or decisions of federal or
state governmental regulators, the timing and extent of
changes in supply and demand of, and prices of, gas and
electricity and other risk factors detailed in National Grid's
reports filed with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements,
which speak only as of the date of this document.
ENQUIRIES:
National Grid:
Investors
----------
Marcy Reed (011)44 207 312 5779 (011)44 77 6849 0807(m)
Terry McCormick (011)44 207 312 5785 (011)44 77 6804 5139(m)
Karen Shih......(508) 389 3176
Media
------
Susan Stevens (011)44 207 312 5740 (011) 44 77 6967 1560 (m)
Clive Hawkins (011) 44 207 312 5757 (011) 44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011) 44 207 638 9571
Anthony Carlisle (011) 44 79 7361 1888 (m)
Stock Exchange Announcement- 25 January 2002
National Grid Scheme of Arrangement Sanctioned
On 7 January 2002 National Grid Group plc ("National Grid")
announced that its shareholders had approved the introduction
of a new holding company for the group, New National Grid plc
("New National Grid"), which is to be effected by means of a
scheme of arrangement (the "Scheme") under section 425 of the
Companies Act 1985.
Upon the Scheme becoming effective, all existing National Grid
shares will be cancelled and replaced with the same number of
shares in New National Grid.
Earlier today, the High Court sanctioned the Scheme without
modification. National Grid expects that:
- it will implement the Scheme on Thursday 31 January 2002
and that immediately thereafter the name of New National
Grid will be changed to National Grid Group plc;
- the Scheme Record Date will be 30 January 2002; and
- new share certificates will be despatched no later than
14 February 2002.
Subject to the receipt of the relevant certificates by the UK
Listing Authority, dealings in New National Grid Shares issued
pursuant to the Scheme are expected to commence on the London
Stock Exchange under the name of National Grid Group plc and
the symbol NGG at 8:00 a.m. (London time) on the morning of 31
January. Dealings in New National Grid American Depositary
Shares arising from the Scheme are expected to commence on the
New York Stock Exchange under the name of National Grid Group
plc and the symbol NGG at 9.30 a.m. (New York time) on the
same morning.
National Grid's acquisition of Niagara Mohawk is expected to
complete on 31 January 2002.
Forward-Looking Statements
This statement contains certain statements that are neither
reported financial results nor other historic information.
These statements are forward looking statements within the
meaning of the safe-harbour provisions of the U.S. federal
securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may
differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' ability to control or
estimate precisely, such as the completion of the acquisition
of Niagara Mohawk, future market conditions and responses by
competitors to deregulation, new regulatory or legislative
requirements, the future actions or decisions of federal or
state governmental regulators, the timing and extent of
changes in supply and demand of, and prices of, gas and
electricity and other risk factors detailed in National Grid's
reports filed with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements,
which speak only as of the date of this document.
ENQUIRIES:
National Grid:
Investors
----------
Marcy Reed (011)44 207 312 5779 (011)44 77 6849 0807 (m)
Terry McCormick(011)44 207 312 5785 (011)44 77 6804 5139 (m)
Karen Shih (508) 389 3176
Media
------
Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560 (m)
Clive Hawkins (011)44 207 312 5757 (011)44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011)44 207 638 9571
Anthony Carlisle (011)44 79 7361 1888 (m)
Stock Exchange Announcement- 28 January
National Grid Announces Preliminary Merger Election Results
On 17 January 2002 National Grid Group plc ("National Grid") announced
that, in accordance with the Merger Agreement governing the terms of the
acquisition of Niagara Mohawk Holdings, Inc. ("Niagara Mohawk"), Niagara
Mohawk shareholders will receive consideration of 18.89 dollars for each
share of Niagara Mohawk common stock held, which they could elect to
receive in the form of 18.89 dollars cash per share, 0.5863 National
Grid American Depositary Shares ("ADSs") per share or a combination of
both.
Under the Merger Agreement, the aggregate cash consideration offered to
all Niagara Mohawk shareholders was 1.015 billion dollars. However, the
Merger Agreement allows National Grid, at its sole discretion, to
increase the cash component of the total consideration if cash elections
received from all Niagara Mohawk shareholders exceed 1.015 billion
dollars.
The Election Deadline was 5:00 p.m. (New York time) on Thursday, 24
January 2002. National Grid has been advised that the preliminary
results of the election process are as follows:
Niagara Mohawk
shares For ADSs For Cash No
Preference
-------------- -------- -------- ------------
--
Shares elected 132,969,998 68,505,646 64,432,768 31,584
Elections
Accompanied by
Notice of guaranteed
Delivery 9,310,029 7,262,424 2,047,605 0
Total elections
and guarantees 142,280,027 75,768,070 66,480,373 31,584
Non-electing 17,959,791
Total shares
Outstanding 160,239,818
These preliminary results are subject to adjustment. The guarantee of
delivery process expires today at 5:00 p.m. (New York time). National
Grid expects to announce the final election results, its allocation of
ADSs and cash, its decision as to the consideration to be paid to non-
electing shareholders, and any pro-ration of elections (if necessary) on
or before 30 January 2002. The acquisition is expected to close on 31
January 2002.
Forward-Looking Statements
This statement contains certain statements that are neither reported
financial results nor other historic information. These statements are
forward looking statements within the meaning of the safe-harbor
provisions of the U.S. federal securities laws. Because these forward-
looking statements are subject to risks and uncertainties, actual future
results may differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to factors that
are beyond the companies' ability to control or estimate precisely, such
as the completion of the acquisition of Niagara Mohawk, future market
conditions and responses by competitors to deregulation, new regulatory
or legislative requirements, the future actions or decisions of federal
or state governmental regulators, the timing and extent of changes in
supply and demand of, and prices of, gas and electricity and other risk
factors detailed in National Grid's reports filed with the SEC. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this document.
ENQUIRIES:
Investors
----------
Marcy Reed (011)44 207 312 5779 (011)44 77 6849 0807 (m)
Terry McCormick (011)44 207 312 5785 (011)44 77 6804 5139 (m)
Karen Shih (508) 389 3176
Media
Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560 (m)
Clive Hawkins (011)44 207 312 5757 (011) 44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011) 44 207 638 9571
Anthony Carlisle (011) 44 79 7361 1888 (m)
STOCK EXCHANGE ANNOUNCEMENT- 29 JANUARY 2002
NATIONAL GRID ANNOUNCES FINAL ELECTION RESULTS AND ALLOCATION
OF CONSIDERATION
On 17 January 2002 National Grid Group plc ("National Grid")
announced that, in accordance with the Merger Agreement
governing the terms of the acquisition of Niagara Mohawk
Holdings, Inc. ("Niagara Mohawk"), Niagara Mohawk shareholders
will receive consideration of 18.89 dollars for each share of
Niagara Mohawk common stock held, which they could elect to
receive in the form of $18.89 cash per share, 0.5863 National
Grid American Depositary Shares ("ADSs") per share or a
combination of both.
The deadline for Niagara Mohawk shareholders to make their
elections expired on 24 January 2002 and the deadline for
delivery of Niagara Mohawk shares under the guarantee of
delivery mechanism expired on 28 January 2002. At the expiry
of this deadline, valid elections were received representing
approximately 140.6 million Niagara Mohawk shares or 88 per
cent of the 160.2 million shares outstanding. Of these
shares, approximately 65.2 million shares (46 per cent of the
electing shares) elected for cash consideration, and
approximately 75.4 million shares (54 per cent of the electing
shares) elected for ADS consideration. The remaining Niagara
Mohawk shares, approximately 19.6 million or 12 per cent of
the total shares outstanding, were recorded as non-electing
shares.
Under the Merger Agreement, the aggregate cash consideration
offered to all Niagara Mohawk shareholders was 1.015 billion
dollars. However, the Merger Agreement allows National Grid,
at its sole discretion, to increase the cash component of the
total consideration if cash elections received from all
Niagara Mohawk shareholders exceed 1.015 billion dollars.
Given that the cash elections exceeded this level, National
Grid has increased the aggregate cash component of the
consideration to ensure that all valid cash elections are
satisfied in full. Niagara Mohawk shareholders who elected
cash for some or all of their shares will therefore receive
18.89 dollars cash per share, representing 1.23 billion
dollars in aggregate.
Similarly, all valid ADS elections will be satisfied in full.
Niagara Mohawk shareholders who elected ADSs for some or all
of their shares will receive their consideration in the form
of National Grid ADSs based on an exchange ratio of 0.5863
National Grid ADSs per Niagara Mohawk share.
Holders of Niagara Mohawk shares who did not make a valid
election will receive 0.5863 National Grid ADSs for each
Niagara Mohawk share held.
In aggregate, the consideration for the acquisition will be
allocated 41 per cent to cash and 59 per cent to ADSs. The
total number of ADSs issued for the acquisition is
approximately 56 million, representing approximately 279
million ordinary shares. This represents approximately 16 per
cent of the enlarged share capital.
As provided for in the Merger Agreement, National Grid will
not issue any fractional ADSs. Niagara Mohawk shareholders
entitled to a fractional ADS will receive a cash payment based
on the fractional interest held and the closing price for a
National Grid ADS as reported on the New York Stock Exchange
on the date the acquisition is completed.
Roger Urwin, National Grid Group Chief Executive, said, "We
are pleased that we have been able to meet all valid elections
as submitted. This is an excellent transaction for
shareholders which will immediately enhance earnings per share
after goodwill amortisation and before exceptional items."
National Grid expects to complete the acquisition of Niagara
Mohawk on 31 January 2002. It is expected that dealings in
the National Grid ADSs issued pursuant to the acquisition will
commence on the New York Stock Exchange under the symbol "NGG"
at 9.30 a.m. (New York time) on 1 February 2002.
The Bank of New York, as exchange agent, will commence
distributing the consideration to Niagara Mohawk shareholders
who made valid elections in the form of cheques or direct
registration advice forms no later than 6 February 2002.
Niagara Mohawk shareholders who did not make a valid election
will be sent instructions on how to claim their consideration
on or about 14 February 2002.
Forward-Looking Statements
This statement contains certain statements that are neither
reported financial results nor other historic information.
These statements are forward looking statements within the
meaning of the safe-harbour provisions of the U.S. federal
securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may
differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' ability to control or
estimate precisely, such as the completion of the acquisition
of Niagara Mohawk, future market conditions and responses by
competitors to deregulation, new regulatory or legislative
requirements, the future actions or decisions of federal or
state governmental regulators, the timing and extent of
changes in supply and demand of, and prices of, gas and
electricity and other risk factors detailed in National Grid's
reports filed with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements,
which speak only as of the date of this document.
ENQUIRIES:
National Grid:
Investors
---------
Marcy Reed 011)44 207 312 5779 (011)44 77 6849 0807 (m)
Terry McCormick(011)44 207 312 5785 (011)44 77 6804 5139 (m)
Louise Clamp (011)44 207 312 5783 (011)44 77 6855 5641 (m)
Karen Shih (508) 389 3176
Media
-------
Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560 (m)
Clive Hawkins (011)44 207 312 5757 (011)44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011)44 207 638 9571
Anthony Carlisle (011)44 79 7361 1888 (m)
Stock Exchange Announcement
National Grid Group plc (National Grid) 30 January 2002
QUALIFYING EMPLOYEE SHARE OWNERSHIP TRUST (Quest)
(Notification Of Directors' Interests pursuant to Section
324(2) of The Companies Act 1985)
Today, each of the Executive Directors of National Grid (E M
Astle, S J Box, S J Holliday, R P Sergel and R J Urwin)
technically ceased to be interested in 62,268 NGG Ordinary
shares, by virtue of the Quest transferring the shares to
employees.
(Note: For Companies Act purposes, the Executive Directors of
National Grid are deemed to have a technical interest in the
shares held in National Grid's Quest, together with all
participating employees. The interest ceases when shares are
transferred to participants who exercise their Sharesave
scheme options.)
Contact: D C Forward, Assistant Secretary (011) 44 207 312
5860.
Stock Exchange Announcement
National Grid Group plc (National Grid) 30 January 2002
National Grid 1996 EMPLOYEE BENEFIT TRUST (ESOP)
(Notification Of Directors' Interests pursuant to Section
324(2) of the Companies Act 1985)
National Grid today received a further notification from the
ESOP Trustee; that each of the Executive Directors of National
Grid (E M Astle, S J Box, S J Holliday, R P Sergel and R J
Urwin) had ceased to be technically interested in 7,984 NGG
Ordinary shares on 28 January 2002, by virtue of the Trustee
having transferred the shares to a participant.
(Note: For Companies Act purposes, the Executive Directors of
National Grid are deemed to have a technical interest in all
the shares held by National Grid's ESOP, together with all
participating employees. The interest ceases when shares are
transferred to participants by the exercise of executive share
options or under another
employees' share scheme.)
Contact: D C Forward, Assistant Secretary (011) 44 207 312
5860.
Stock Exchange Announcement- 31 January 2002
NATIONAL GRID COMPLETES THE ACQUISITION OF NIAGARA MOHAWK
National Grid Group plc ("National Grid") announces that it
has completed its 3.0 billion dollars (2.1 billion pounds
sterling) acquisition of Niagara Mohawk Holdings, Inc.
("Niagara Mohawk"), which will become effective at 4:00 p.m.
(New York time) today, 31 January 2002.
The combination of the two companies will more than double the
size of National Grid's U.S. operations, creating the largest
transmission network and distribution business in the New York
/ New England market and the eighth largest electricity
utility in the US. The newly combined companies will serve
more than 3.3 million customers.
Richard P. Sergel will continue as President and Chief
Executive Officer of the enlarged National Grid USA. William
E. Davis, Chairman and Chief Executive of Niagara Mohawk, will
be appointed Chairman of National Grid USA and will also join
the National Grid Board as an executive director for two
years. Dr. Bonnie G. Hill, one of Niagara Mohawk's non-
executive directors, will also join the National Grid Board as
a non-executive director.
The acquisition was announced on 5 September 2000 and received
its final regulatory approval on 16 January 2002.
ENQUIRIES:
National Grid:
Investors
---------
Marcy Reed(011)44 207 312 5779 (011)44 77 6849 0807 (m)
Terry McCormick(011)44 207 312 5785 (011)44 77 6804 5139 (m)
Louise Clamp (011)44 207 312 5783 (011)44 77 6855 5641 (m)
Karen Shih (508) 389 3176
Media
------
Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560 (m)
Clive Hawkins (011)44 207 312 5757 (011)44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011)44 207 638 9571
Anthony Carlisle (011)44 79 7361 1888 (m)
STOCK EXCHANGE ANNOUNCEMENT- 31 JANUARY 2002
NATIONAL GRID SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
National Grid Group plc ("National Grid") announces that, as
anticipated, the scheme of arrangement (the "Scheme") between
National Grid and its shareholders became effective this
morning. Accordingly, New National Grid plc ("New National
Grid") has become the new holding company of the National Grid
Group.
Following the Scheme becoming effective, New National Grid has
been renamed National Grid Group plc and National Grid has
changed its name to National Grid Holdings One plc. For the
purposes of this announcement, the previous names of the
relevant companies have been used but all subsequent
announcements will use their new names.
In accordance with the Scheme, existing shares in National
Grid were cancelled and shareholders on the register at 5:30
p.m. on Wednesday, 30 January 2002 ("Scheme Shareholders")
received one New National Grid share for each National Grid
share held at that time. Existing National Grid American
Depositary Shares ("ADS") automatically represent New National
Grid ADSs. Accordingly, holders of National Grid ADSs on the
register at 4:00 p.m. (New York time) on Wednesday, 30 January
2002 will from today hold one New National Grid ADSs for each
National Grid ADS held as at that time.
National Grid has applied to the UK Listing Authority for the
shares of National Grid to be delisted from the Official List
of the UK Listing Authority with immediate effect. Dealings
in the New National Grid shares issued pursuant to the Scheme
are expected to commence on the London Stock Exchange under
the name of National Grid Group plc and the symbol NGG at 8:00
a.m. today. Dealings in New National Grid ADSs arising from
the Scheme are expected to commence on the New York Stock
Exchange ("NYSE") under the name of National Grid Group plc
and the symbol NGG at 9.30 a.m. (New York time) today.
The CREST accounts of Scheme Shareholders holding National
Grid shares in uncertificated form are expected to be credited
today. Definitive share certificates for the New National
Grid shares will be despatched to Scheme Shareholders holding
shares in certificated form on or before 14 February 2002.
New National Grid shares issued pursuant to the acquisition of
Niagara Mohawk Holdings, Inc. ("Niagara Mohawk") are expected
to be admitted to listing under the name of National Grid
Group plc and the symbol NGG at 8:00 a.m. on 1 February 2002.
Dealings in the New National Grid ADSs issued pursuant to the
acquisition of Niagara Mohawk are expected to commence on the
NYSE under the name of National Grid Group plc and the symbol
NGG at 9:30 a.m. (New York time) on 1 February 2002.
Forward-Looking Statements
This statement contains certain statements that are neither
reported financial results nor other historic information.
These statements are forward looking statements within the
meaning of the safe-harbour provisions of the U.S. federal
securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may
differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to
factors that are beyond the companies' ability to control or
estimate precisely, such as the completion of the acquisition
of Niagara Mohawk, future market conditions and responses by
competitors to deregulation, new regulatory or legislative
requirements, the future actions or decisions of federal or
state governmental regulators, the timing and extent of
changes in supply and demand of, and prices of, gas and
electricity and other risk factors detailed in National Grid's
reports filed with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements,
which speak only as of the date of this document.
ENQUIRIES:
National Grid:
Investors
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Marcy Reed (011)44 207 312 5779 (011)44 77 6849 0807 (m)
Terry McCormick(011)44 207 312 5785 (011)44 77 6804 5139 (m)
Louise Clamp (011)44 207 312 5783 (011)44 77 6855 5641 (m)
Media
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Susan Stevens (011)44 207 312 5740 (011)44 77 6967 1560 (m)
Clive Hawkins (011)44 207 312 5757 (011)44 78 3635 7173 (m)
Citigate Dewe Rogerson: (011)44 207 638 9571
Anthony Carlisle (011) 44 79 7361 1888 (m)