UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Date: 23 May 2024
Commission File Number: 001-14958
NATIONAL GRID plc
(Translationof registrants name into English)
England and Wales
(Jurisdictionof Incorporation)
1-3 Strand, London, WC2N 5EH, United Kingdom
(Addressof principal executive office)
Indicateby check mark whether the registrant files or will file annualreports
under cover of Form 20-F or Form40-F.
Form20-F
Form40-F
Indicateby check mark if the registrant is submitting the Form 6-K in paperas
permitted by Regulation S-T
Rule101(b)(1):
Indicateby check mark if the registrant is submitting the Form 6-K in paperas
permitted by Regulation S-T
Rule101(b)(7):
Indicateby check mark whether the registrant by furnishing the informationcontai
ned in this Form is also thereby furnishing the informationto the Commission
pursuant to Rule 12g3- 2(b) under theSecurities
ExchangeAct of 1934.
Yes
No
IfYes is marked, indicate below the file numberassigned to the registrant in
connection with Rule 12g3-2(b):n/a
EXHIBIT INDEX
Description
Exhibit No.
99.1 Exhibit99.1 Announcement sent to the London Stock Exchange on 23 May2024
Rule 135c notification - 7bn Rights Issue
Exhibit99.1
FOR IMMEDIATE RELEASE
23 May 2024
National Grid plc
7 for 24 fully underwritten Rights Issue to raise c.7billion
New 5-year investment framework for FY25-29
Deliver 60bn investment in energy infrastructure
To fund a significant step up in capital investment to around60 billion in
energy network infrastructure, the Board ofNational Grid plc (
"NationalGrid"
orthe
"Company"
) today announces a capital raise of approximately7 billion by way of a fully
underwritten Rights Issue of1,085,448,980 New Shares at 645 pence per New
Share on the basis of7 New Shares for every 24 Existing Shares(the
"RightsIssue"
).
National Grid's results for the year ended 31 March 2024 have beenreleased
today in an accompanying announcement.
SUMMARY OF BACKGROUND TO AND REASONS FOR THE RIGHTSISSUE
National Grid plays a critical role in delivering the energytransition across
our jurisdictions, by building and maintainingthe transmission and
distribution infrastructure to enable theconnection of cleaner, more
affordable renewable energy. Not onlywill this enable the decarbonisation of
the economies we serve, itwill also ensure we can meet the demand growth we
anticipate from amore technology-enabled economy, as well as greater
electrificationof homes, heating and vehicles.
The opportunities presented by the growth of electricity demand,and the
consensus among our regulators and jurisdictions of theurgent need for
decarbonisation are unprecedented. It's againstthis backdrop that we expect to
significantly increase our capitalinvestment over the next five years.
Our geographic position and our work with governments andregulators provides
us with an unprecedented growth opportunitythat we expect will create
substantial value for our shareholders.This investment in new infrastructure
will enhance resiliency andenable the jurisdictions in which we operate to
make meaningfulprogress in their journeys towards a decarbonised energy
system.The step-up in investment as set out in our new 5-year financialframework
underscores National Grid's position as one of the FTSE'sbiggest investors in
the delivery of the energy transition. Overthe last three years we have
reshaped our portfolio and now have amix of businesses that is increasingly
weighted towards electricitytransmission and distribution, making us
well-placed to capture thesignificant network growth opportunities that lie
ahead. With ouroperational and regulatory capabilities, combined with a
strongtrack record of delivery, we are confident that we can deliver
thisstep-up in new infrastructure that will provide greater levels ofenergy
security and enable diversification of energy sources tohelp decarbonise the
economies we serve.
The Board unanimously believes that raising net proceeds ofapproximately 6.8
billion through the Rights Issue will givethe Group appropriate financial
flexibility to deliver the Group'sstrategy over the 5-year financial
framework, and funding clarityuntil at least the end of the RIIO-T3 period.
The Rights Issue net proceeds of approximately 6.8 billionwill principally be
utilised to fund a higher-growth investmentphase for the Group, with around 60
billion of capitalinvestment expected during the 5-year period from FY25 to
FY29. Inthe near term, to support efficient management of funding
costs,approximately 750 million of the net proceeds will be used torefinance a
portion of the Group's outstanding hybrid bonds thathave first call dates in
the next 15 months.
INDICATIVE SUMMARY TIMETABLE OF PRINCIPAL EVENTS
Issue...............................................................................................................................
....................................................................................................................................
Announcement of Rights
...................................................................................................................................
Admission and commencement of dealings in New
Shares, nil paid, onthe London Stock Exchange
.......
23 May 2024
8.00 a.m. on 24 May 2024
It is expected that the dealings in the New Shares on the LondonStock exchange
will commence at 8.00 a.m. (London time) on 12 June2024.
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
Lyndsey Evans +44 (0) 7714 672 052
Brunswick
+44 (0) 20 74045959
SusanGilchrist
DanRoberts
PeterHesse
IMPORTANT NOTICES
This announcement has been issued by and is the sole responsibilityof the
Company. The information contained in this announcement isfor background
purposes only and does not purport to be full orcomplete. No reliance may or
should be placed by any person for anypurpose whatsoever on the information
contained in thisannouncement or on its accuracy or completeness. The
information inthis announcement is subject to change without notice.
This announcement is not a prospectus but an advertisement. Neitherthis
announcement nor anything contained in it shall form the basisof, or be relied
upon in conjunction with, any offer or commitmentwhatsoever in any
jurisdiction.
This announcement does not contain or constitute an offer for saleor the
solicitation of an offer to purchase securities in theUnited States. The Nil
Paid Rights, the Fully Paid Rights and theNew Shares have not been and will
not be registered under the USSecurities Act of 1933, as amended (the "
SecuritiesAct
") or under any securitieslaws of any state or other jurisdiction of the
United States andmay not be offered, sold, pledged, taken up, exercised,
resold,renounced, transferred or delivered, directly or indirectly, in orinto
the United States except pursuant to an applicable exemptionfrom, or in a
transaction not subject to, the registrationrequirements of the Securities Act
and in compliance with anyapplicable securities laws of any state or other
jurisdiction ofthe United States or other jurisdiction. There will be no
publicoffer of the Nil Paid Rights, the Fully Paid Rights, theProvisional
Allotment Letters or the New Shares in the UnitedStates. Subject to certain
limited exceptions, ProvisionalAllotment Letters have not been, and will not
be, sent to, and NilPaid Rights have not been, and will not be, credited to
the CRESTaccount of, any Qualifying Shareholder with a registered address inor
that is known to be located in the United States. None of theNew Shares, the
Nil Paid Rights, the Fully Paid Rights or theProvisional Allotment Letters,
this announcement or any otherdocument connected with the Rights Issue has
been or will beapproved or disapproved by the United States Securities
andExchange Commission or by the securities commissions of any stateor other
jurisdiction of the United States or any other regulatoryauthority, nor have
any of the foregoing authorities passed upon orendorsed the merits of the
offering of the New Shares, the Nil PaidRights, the Fully Paid Rights or the
accuracy or adequacy of theProvisional Allotment Letters, this announcement or
any otherdocument connected with the Rights Issue. Any representation to
thecontrary is a criminal offence in the UnitedStates.
The distribution of this announcement, the Prospectus, theProvisional
Allotment Letter and the offering or transfer of NilPaid Rights, Fully Paid
Rights or New Shares into jurisdictionsother than the United Kingdom may be
restricted by law, andtherefore persons into whose possession this
announcement comesshould inform themselves about and observe any suchrestriction
s.
This announcement does not constitute a recommendation concerningany
investor's options with respect to the Rights Issue. The priceand value of
securities can go down as well as up. Past performanceis not a guide to future
performance. The contents of thisannouncement are not to be construed as
legal, business, financialor tax advice. Each shareholder or prospective
investor shouldconsult his, her or its own legal adviser, business
adviser,financial adviser or tax adviser for legal, financial, business ortax
advice. Acquiring investments to which this announcementrelates may expose an
investor to a significant risk of losing allof the amount invested.
FORWARD-LOOKING STATEMENTS
This announcement contains certain statements that are neitherreported
financial results nor other historical information. Thesestatements are
forward-looking statements within the meaning ofSection 27A of the Securities
Act of 1933, as amended, and Section21E of the Securities Exchange Act of
1934, as amended. Thesestatements include information with respect to National
Grid's (theCompany) financial condition, its results of operations
andbusinesses, 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 asstatements in the future tense, identify forward-lookings
tatements. This document also references climate-related targetsand
climate-related risks which differ from conventional financialrisks in that
they are complex, novel and tend to involveprojection over long term scenarios
which are subject tosignificant uncertainty and change. These forward-lookingsta
tements are not guarantees of National Grid's future performanceand are
subject to assumptions, risks and uncertainties that couldcause actual future
results to differ materially from thoseexpressed in or implied by such
forward-looking statements ortargets. Many of these assumptions, risks and
uncertainties relateto factors that are beyond National Grid's ability to
control,predict or estimate precisely, such as changes in laws orregulations
and decisions by governmental bodies or regulators,including those relating to
current and upcoming price controls inthe UK and rate cases in the US, as well
as the future of systemoperation in the UK; the timing of construction and
delivery bythird parties of new generation projects requiring connection;breache
s of, or changes in, environmental, climate change andhealth and safety laws
or regulations, including breaches or otherincidents arising from the
potentially harmful nature of itsactivities; network failure or interruption,
the inability to carryout critical non-network operations and damage to
infrastructure,due to adverse weather conditions including the impact of
majorstorms as well as the results of climate change, due tocounterparties
being unable to deliver physical commodities;reliability of and access to IT
systems, including or due to thefailure of or unauthorised access to or
deliberate breaches ofNational Grid's systems and supporting technology;
failure toadequately forecast and respond to disruptions in energy
supply;performance against regulatory targets and standards and againstNational
Grid's peers with the aim of delivering stakeholderexpectations regarding
costs and efficiency savings, as well asagainst targets and standards designed
to support its role in theenergy transition; and customers and counterparties
(includingfinancial institutions) failing to perform their obligations to
theCompany. Other factors that could cause actual results to differmaterially
from those described in this announcement includefluctuations in exchange
rates, interest rates and commodity priceindices; restrictions and conditions
(including filingrequirements) in National Grid's borrowing and debt
arrangements,funding costs and access to financing; regulatory requirements
forthe Company to maintain financial resources in certain parts of itsbusiness
and restrictions on some subsidiaries' transactions suchas paying dividends,
lending or levying charges; the delayed timingof recoveries and payments in
National Grid's regulated businesses,and whether aspects of its activities are
contestable; the fundingrequirements and performance of National Grid's
pension schemes andother post-retirement benefit schemes; the failure to
attract,develop and retain employees with the necessary competencies,including
leadership and business capabilities, and any significantdisputes arising with
National Grid's employees or breaches of lawsor regulations by its employees;
the failure to respond to marketdevelopments, including competition for
onshore transmission; thethreats and opportunities presented by emerging
technology; thefailure by the Company to respond to, or meet its own
commitmentsas a leader in relation to, climate change development
activitiesrelating to energy transition, including the integration
ofdistributed energy resources; and the need to grow the Company'sbusiness to
deliver its strategy, as well as incorrect orunforeseen assumptions or
conclusions (including unanticipatedcosts and liabilities) relating to
business development activity,including the sale of a stake in its UK Gas
Transmission andMetering business, its strategic infrastructure projects and
jointventures and the separation and transfer of the ESO to the publicsector.
For further details regarding these and other assumptions,risks and
uncertainties that may impact National Grid, please readthe Strategic Report
section and the 'Risk factors' on pages 226 to231 of National Grid's Annual
Report and Accounts for the yearended 31 March 2024, which is published today.
In addition, newfactors emerge from time to time and National Grid cannot
assessthe potential impact of any such factor on its activities or theextent
to which any factor, or combination of factors, may causeactual future results
to differ materially from those contained inany forward-looking statement.
Except as may be required by law orregulation, the Company undertakes no
obligation to update any ofits forward-looking statements, which speak only as
of the date ofthis announcement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of1934, the
registrant has duly caused this report to be signed onits behalf by the
undersigned, thereunto dulyauthorized.
NATIONAL GRIDplc
By: Beth Melges
Beth Melges
Head of Plc Governance
Date:
23 May2024