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-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: 23 May 2024
Commission File Number: 001-14958
NATIONAL GRID plc
(Translation
of registrant’s name into English)
England and Wales
(Jurisdiction
of Incorporation)
1-3 Strand, London, WC2N 5EH, United Kingdom
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T
Rule
101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T
Rule
101(b)(7): ☐
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3- 2(b) under the
Securities
Exchange
Act of 1934. ☐ Yes ☒ No
If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
n/a
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Exhibit
99.1 Announcement sent to the London Stock Exchange on 23 May
2024 —
Rule 135c notification - £7bn Rights Issue
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Exhibit
99.1
FOR IMMEDIATE RELEASE
23 May 2024
National Grid plc
7 for 24 fully underwritten Rights Issue to raise c.£7
billion
New 5-year investment framework for FY25-29
Deliver £60bn investment in energy infrastructure
To fund a significant step up in capital investment to around
£60 billion in energy network infrastructure, the Board of
National Grid plc ("National
Grid" or
the "Company") today announces a capital raise of approximately
£7 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
(the "Rights
Issue").
National Grid's results for the year ended 31 March 2024 have been
released today in an accompanying announcement.
SUMMARY OF BACKGROUND TO AND REASONS FOR THE RIGHTS
ISSUE
National Grid plays a critical role in delivering the energy
transition across our jurisdictions, by building and maintaining
the transmission and distribution infrastructure to enable the
connection of cleaner, more affordable renewable energy. Not only
will this enable the decarbonisation of the economies we serve, it
will also ensure we can meet the demand growth we anticipate from a
more technology-enabled economy, as well as greater electrification
of homes, heating and vehicles.
The opportunities presented by the growth of electricity demand,
and the consensus among our regulators and jurisdictions of the
urgent need for decarbonisation are unprecedented. It's against
this backdrop that we expect to significantly increase our capital
investment over the next five years.
Our geographic position and our work with governments and
regulators provides us with an unprecedented growth opportunity
that we expect will create substantial value for our shareholders.
This investment in new infrastructure will enhance resiliency and
enable the jurisdictions in which we operate to make meaningful
progress in their journeys towards a decarbonised energy system.
The step-up in investment as set out in our new 5-year financial
framework underscores National Grid's position as one of the FTSE's
biggest investors in the delivery of the energy transition. Over
the last three years we have reshaped our portfolio and now have a
mix of businesses that is increasingly weighted towards electricity
transmission and distribution, making us well-placed to capture the
significant network growth opportunities that lie ahead. With our
operational and regulatory capabilities, combined with a strong
track record of delivery, we are confident that we can deliver this
step-up in new infrastructure that will provide greater levels of
energy security and enable diversification of energy sources to
help decarbonise the economies we serve.
The Board unanimously believes that raising net proceeds of
approximately £6.8 billion through the Rights Issue will give
the Group appropriate financial flexibility to deliver the Group's
strategy over the 5-year financial framework, and funding clarity
until at least the end of the RIIO-T3 period.
The Rights Issue net proceeds of approximately £6.8 billion
will principally be utilised to fund a higher-growth investment
phase for the Group, with around £60 billion of capital
investment expected during the 5-year period from FY25 to FY29. In
the near term, to support efficient management of funding costs,
approximately £750 million of the net proceeds will be used to
refinance a portion of the Group's outstanding hybrid bonds that
have first call dates in the next 15 months.
INDICATIVE SUMMARY TIMETABLE OF PRINCIPAL EVENTS
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Announcement of Rights Issue
...................................................................................................................................................................................................................................................................
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23 May 2024
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Admission and commencement of dealings in New Shares, nil paid, on
the London Stock Exchange ...........................................................................................................................................
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8.00 a.m. on 24 May 2024
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It is expected that the dealings in the New Shares on the London
Stock exchange will commence at 8.00 a.m. (London time) on 12 June
2024.
FOR FURTHER INFORMATION, PLEASE CONTACT:
National Grid:
Investors
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Nick Ashworth
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+44 (0) 7814 355 590
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Angela Broad
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+44 (0) 7825 351 918
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James Flanagan
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+44 (0) 7970 778 952
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Media
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Molly Neal
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+44 (0) 7583 102 727
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Danielle Dominey-Kent
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+44 (0) 7977 054 575
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Lyndsey Evans
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+44 (0) 7714 672 052
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Brunswick
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+44 (0) 20 7404
5959
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Susan
Gilchrist
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Dan
Roberts
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Peter
Hesse
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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.
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.
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.
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.
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 read
the Strategic Report section and the 'Risk factors' on pages 226 to
231 of National Grid's Annual Report and Accounts for the year
ended 31 March 2024, which is published today. 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. Except as may be required by law or
regulation, the Company undertakes no obligation to update any of
its forward-looking statements, which speak only as of the date of
this announcement.
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
authorized.
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NATIONAL GRID
plc
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By:
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Beth Melges
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Beth Melges
Head of Plc Governance
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Date:
23 May
2024
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