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: 28 April 2023
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
Exhibit No. | Description |
99.1 | Exhibit 99.1 Announcement sent to the London Stock Exchange on 03 April 2023 — Total Voting Rights |
99.2 | Exhibit 99.2 Announcement sent to the London Stock Exchange on 04 April 2023 — Director/PDMR Shareholding |
99.3 | Exhibit 99.3 Announcement sent to the London Stock Exchange on 11 April 2023 — Director/PDMR Shareholding |
99.4 | Exhibit 99.4 Announcement sent to the London Stock Exchange on 13 April 2023 — Director/PDMR Shareholding |
99.5 | Exhibit 99.5 Announcement sent to the London Stock Exchange on 14 April 2023 — Pre-Close Update ahead of 22/23 Full Year Results |
99.6 | Exhibit 99.6 Announcement sent to the London Stock Exchange on 26 April 2023 — Director’s Other Appointment |
Exhibit 99.1
3 April 2023
National Grid plc ('National Grid' or 'Company')
Voting Rights update
National Grid's registered capital as of 31 March 2023 consisted of 3,930,371,661 ordinary shares, of which, 252,991,898 were held as treasury shares; leaving a balance of 3,677,379,763 with voting rights.
The figure of 3,677,379,763 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, National Grid under the FCA's Disclosure Guidance and Transparency Rules.
Pritti Patel
General Counsel, Corporate and Deputy Company Secretary
Exhibit 99.2
4 April 2023
National Grid plc ('National Grid' or 'Company')
Notification of Transaction of Person Discharging Managerial Responsibilities ('PDMR')
This announcement is made in accordance with Article 19 of the Market Abuse Regulation ('MAR') and relates to the National Grid US Employee Stock Purchase Plan ('ESPP') monthly purchase on behalf of a PDMR. The relevant FCA notification is set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | Adriana Karaboutis |
2 | Reason for the notification |
a) | Position/status | Chief Information and Digital Officer |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | American Depository Shares US 6362744095 |
b) | Nature of the transaction | Monthly purchase of securities under the National Grid US Employee Stock Purchase Plan |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $57.744325 | 34.319390 |
d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of the transaction | 2023.04.03 |
| | | |
| f) | Place of the transaction | Outside a trading venue |
Exhibit 99.3
11 April 2023
National Grid plc ('National Grid' or 'Company')
Notification of Transaction of Person Discharging Managerial Responsibilities ('PDMR')
This announcement is made in accordance with Article 19 of the Market Abuse Regulation ('MAR') and relates to the following PDMR acquiring shares following the partial vesting of an award under the Company's Retention Award Plan ('RAP').
This vesting relates to a RAP Award made to the PDMR in December 2020. The award was conditional on continued employment with the Company and on the satisfaction of the performance conditions approved by the Remuneration Committee, which (after tax on the gross award) must be retained until the shareholding requirement is met. This award is subject to malus and clawback provisions.
In accordance with MAR the relevant Financial Conduct Authority modification is set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | Justine Campbell |
2 | Reason for the notification |
a) | Position/status | Group General Counsel & Company Secretary |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
| b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 12 204/473p each
GB00BDR05C01 |
b) | Nature of the transaction | Vesting of the second tranche of shares in respect of the 14 December 2020 RAP Award. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 30,172 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.06 |
f) | Place of the transaction | London Stock Exchange (XLON) |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 12 204/473p each GB00BDR05C01 |
b) | Nature of the transaction | Automatic disposal of shares resulting from RAP Award exercise to cover tax liabilities. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 11.26623 | 14,231 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.06 |
f) | Place of the transaction | London Stock Exchange (XLON) |
Exhibit 99.4
13 April 2023
National Grid plc ('National Grid' or 'Company')
Notification of Transactions of Persons Discharging Managerial Responsibilities ('PDMRs')
This announcement is made in accordance with Article 19 of the Market Abuse Regulation ('MAR') and relates to the National Grid Share Incentive Plan ('SIP') monthly purchases on behalf of PDMRs.
In accordance with MAR the relevant Financial Conduct Authority ('FCA') notifications are set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | Andy Agg |
2 | Reason for the notification |
a) | Position/status | Chief Financial Officer |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 12 204/473p each GB00BDR05C01 |
b) | Nature of the transaction | Monthly purchase of securities ("partnership shares") under the Share Incentive Plan |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 11.4433 | 13 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.11 |
f) | Place of the transaction | London Stock Exchange (XLON) |
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | John Pettigrew |
2 | Reason for the notification |
a) | Position/status | Chief Executive Officer |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 12 204/473p each GB00BDR05C01 |
b) | Nature of the transaction | Monthly purchase of securities ("partnership shares") under the Share Incentive Plan |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 11.4433 | 13 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.11 |
f) | Place of the transaction | London Stock Exchange (XLON) |
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | Will Serle |
2 | Reason for the notification |
a) | Position/status | Chief People & Culture Officer |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 12 204/473p each GB00BDR05C01 |
b) | Nature of the transaction | Monthly purchase of securities ("partnership shares") under the Share Incentive Plan |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 11.4433 | 13 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.11 |
f) | Place of the transaction | London Stock Exchange (XLON) |
1 | Details of the person discharging managerial responsibilities / person closely associated |
a) | Name | Ben Wilson |
2 | Reason for the notification |
a) | Position/status | Chief Strategy and External Affairs Officer and Interim President, National Grid Ventures |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) | Name | National Grid plc |
b) | LEI | 8R95QZMKZLJX5Q2XR704 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 12 204/473p each GB00BDR05C01 |
b) | Nature of the transaction | Monthly purchase of securities ("partnership shares") under the Share Incentive Plan |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 11.4433 | 13 |
d) | Aggregated information - Aggregated volume - Price | |
e) | Date of the transaction | 2023.04.11 |
f) | Place of the transaction | London Stock Exchange (XLON) |
Exhibit 99.5
14 April 2023
National Grid plc
Pre-Close Update ahead of 2022/23 Full Year Results
National Grid today issues a pre-close update ahead of announcing results for the year ending 31 March 2023 on 18 May 2023.
Overall, the Group's performance is in line with our expectations. As set out at half year results, we continue to expect underlying EPS growth for FY2022/23 in the middle of our 6-8% CAGR growth range.
Though not expected to impact FY2022/23 results, the UK Government's introduction of 'full expensing' tax relief for capital expenditure from 1 April 2023 to 31 March 2026, whilst economically neutral to National Grid, is expected to impact underlying earnings from FY2024-26.
Expected lower cash tax payable will result in reduced revenues in UK Electricity Transmission and UK Electricity Distribution, resulting in a broadly neutral cash position. However, these impacts, alongside a corresponding increase in IFRS deferred tax liabilities, will result in a net adverse impact to statutory and underlying earnings.
Taking this into account, the Group still expects to deliver underlying EPS growth of 6-8% CAGR across the five-year period from FY2022-26, but this is now expected to be towards the lower end of this range. Further updates will be provided with our detailed FY2023/24 guidance as part of full year results.
Finally, following the start of the RIIO-ED2 regulatory period on 1 April 2023, we will be hosting an investor event in London on 6 July 2023 showcasing our National Grid Electricity Distribution businesses.
Enquiries and contacts
Investors and Analysts:
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) 7812 485 153
CAUTIONARY STATEMENT
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, including any arising as a result of the current energy crisis, announcements from and decisions by governmental bodies or regulators, including those relating to the RIIO-T2 and RIIO-ED2 price controls and the creation of a future system operator; 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 (including any that result in safety and/or environmental events), 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, or due to the failure of or unauthorised access to or deliberate breaches of National Grid's IT 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 deliver net zero; 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 the breach 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 integration of its UK Electricity Distribution business, and the sale of a 60% stake in its UK Gas Transmission and Metering business. 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 253 to 256 of National Grid's most recent Annual Report and Accounts, as updated by National Grid's unaudited half-year financial information for the six months ended 30 September 2022 published on 10 November 2022. 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.
Exhibit 99.6
27 April 2023
National Grid plc (National Grid or Company)
Director's Other Appointment
In accordance with 9.6.14R of the Listing Rules of the UK Financial Conduct Authority, Iain Mackay, an independent Non-executive Director of National Grid, will join the Board of Schroders plc as a Non-executive Director with effect from 1 January 2024.
Pritti Patel
General Counsel, Corporate and Deputy Company Secretary
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.
| | NATIONAL GRID plc |
| | | |
| | By: | /s/Ceri Jamond _______________________ |
| | | Ceri Jamond Senior Assistant Company Secretary |
Date: 28 April 2023
