EXHIBIT 4(a)(i)
DATED DECEMBER, 2001
THE NATIONAL GRID COMPANY PLC (1)
NATIONAL GRID GROUP PLC (2)
NEW NATIONAL GRID PLC (3)
And
THE LAW DEBENTURE TRUST CORPORATION p.l.c. (4)
----------------------------------------------
FIRST SUPPLEMENTAL TRUST DEED
modifying the Trust Deed
dated 17th February, 1998
constituting up to (pound sterling)460,000,000
4.25 per cent Unsecured Exchangeable Bond due 2008
----------------------------------------------
ALLEN & OVERY
One New Change
London, EC4M 9QQ
THIS FIRST SUPPLEMENTAL TRUST DEED is made on DECEMBER, 2001 BETWEEN:
(1) THE NATIONAL GRID COMPANY plc, a company incorporated under the laws of
England and Wales, whose registered office is at National Grid House, Kirby
Corner Road, Coventry, CV4 8JY, England (the "ISSUER");
(2) NATIONAL GRID GROUP PLC, a company incorporated under the laws of England
and Wales, whose registered office is at 15 Marylebone Road, London NW1
5JD, England ("NGG");
(3) NEW NATIONAL GRID PLC, a company incorporated under the laws of England and
Wales, whose registered office is at 15 Marylebone Road, London NW1 5JD,
England (the "SUBSTITUTED OBLIGOR"); and
(4) THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under the
laws of England and Wales, whose registered office is at Fifth Floor, 100
Wood Street, London EC2V 7EX, England (the "TRUSTEE", which expression
shall, wherever the context so admits, include such company and all other
persons or companies for the time being the trustee or trustees of these
presents) as trustee for the Bondholders.
WHEREAS:
(A) This First Supplemental Trust Deed is supplemental to the Trust Deed dated
17th February, 1998 (hereinafter called the "PRINCIPAL TRUST DEED") made
between the Issuer, NGG and the Trustee and constituting an issue of up to
(pound sterling)460,000,000 4.25 per cent, Unsecured Exchangeable Bonds due
2008 of the Issuer (the "BONDS"). The Principal Trust Deed provides that the
Bonds are exchangeable into Shares of NGG.
(B) NGG published a Scheme of Arrangement dated on or about 10th December, 2001
(the "SCHEME") which provides for the establishment of a new holding company
for the National Grid Group, being the Substituted Obligor. Further to the
Scheme, NGG has asked the Trustee for its consent to the substitution in
place of NGG as issuer of the Shares under the Bonds of the Substituted
Obligor (the "SUBSTITUTION").
(C) By virtue of Clause 13.1 of the Principal Trust Deed, the Trustee may agree
(subject as therein provided) without the consent of the Bondholders, to any
modification to the Principal Trust Deed which is of a formal, minor or
technical nature or to correct a manifest error or which is in its opinion
not materially prejudicial to the interests of the Bondholders and by virtue
of Clause 13.2(A)(a)(ii) may agree with the Issuer to the substitution in
place of NGG as the issuer of the Shares under the Bonds and the Principal
Trust Deed of any subsidiary or holding company of NGG. Any such
modification and substitution shall be binding on the Bondholders and shall
be notified by the Issuer to the Bondholders within 14 days of the Effective
Date.
(D) The Issuer, NGG and the Substituted Obligor have requested the Trustee to
agree to certain modifications contained hereinafter in order to reflect the
Substitution.
(E) The Trustee, being of the opinion that the modifications and Substitution
referred to in Recital (D) above are of a formal, minor or technical nature
and/or to correct a manifest error and/or will not be materially prejudicial
to the interests of the Bondholders, has agreed to such modifications and
the Substitution.
2
NOW THIS FIRST SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED
as follows:
1. DEFINITIONS
SUBJECT as otherwise provided in this First Supplemental Trust Deed and
unless there is anything in the subject or context inconsistent therewith,
all words and expressions defined or construed in the Principal Trust Deed
shall have the same meanings or constructions in this First Supplemental
Trust Deed.
2. SUBSTITUTION
2.1 THE Trustee, the Issuer, NGG and the Substituted Obligor hereby
agree pursuant to Clause 13.2(A)(a)(ii) of the Principal Trust
Deed that with effect from the Effective Date (as defined in
Clause 4 below) the Substituted Obligor shall be substituted in
place of NGG as the issuer of the Shares under the Exchange Right
and the Principal Trust Deed and accordingly shall assume all of
the obligations and liabilities expressed therein to attach to
NGG.
2.2 Consequent upon Clause 2.1 and in accordance with Clause 13.2(B)
of the Principal Trust Deed, the parties hereto acknowledge that
NGG shall automatically with effect from the Effective Date be
released from all of its obligations under the Principal Trust
Deed and the Bonds.
3. MODIFICATIONS
3.1 The provisions of the Principal Trust Deed are modified as from
the Effective Date as follows:
(i) All references to NGG shall become references to the
Substituted Obligor;
(ii) By the deletion in Clause 16(a) thereof of the words
and numbers:
(a) "or NGG";
and
(b) "185 Park Street
London SE1 9DY
Fax No: 0171 620 8714
Attention: Treasurer"
and the substitution therefor in the case of (b) of the
words and numbers:
"National Grid Group PLC
15 Marylebone Road
London NW1 5JD
Fax No: 020 7312 5651
Attention: Treasury Department";
(iii) By the deletion in Clause 16(b) thereof of the words
and numbers:
"Princes House
95 Gresham Street
3
London EC2V 7LY
Fax No: 0171 696 5261"
and the substitution therefor of the words and numbers:
"Fifth Floor
100 Wood Street
London EC2V 7EX
Fax No: 020 7696 5261";
(iv) by the insertion in Clause 16, of a new 16(c)
"in the case of the Substituted Obligor, to it at:-
15 Marylebone Road
London
NW1 5JD
Fax No: 020 7312 5651
Attention: Treasury Department"
3.2 The Conditions set out in Schedule thereto are hereby modified as from
the Effective Date as follows:
(i) all references to NGG shall become references to the
Substituted Obligor;
(ii) by the deletion of the first paragraph of the Conditions and
the substitution in place therefor of the following:
"The (pound sterling) 460,000,000 4.25 per cent. Unsecured
Exchangeable Bonds due 2008 (the "Bonds, which expression
shall in these Terms and Conditions (the "Conditions"),
unless the context otherwise requires, include any Bonds
issued pursuant to the over-allotment option and any further
bonds issued pursuant to Clause 19 and forming a single
series with the Bonds) of The National Grid Company plc (the
"Issuer") constituted by a trust deed dated 17 February 1998
(the "Principal Trust Deed") made between the Issuer, The
National Grid Group plc ("NGG") and The Law Debenture Trust
Corporation p.l.c. (the "Trustee", which expression shall
include all persons of the time being the trustee or
trustees under the Trust Deed) as trustee for the holders of
the Bonds as supplemented by a supplemental trust deed dated
on or about 10th December, 2001 between the Issuer, NGG, New
National Grid plc ("Substituted Obligor") and the Trustee
(the "First Supplemental Trust Deed", together with the
Principal Trust Deed, the "Trust Deed", which expression
shall wherever the context so admits include any deed
supplemental thereto). The issue of the Bonds was authorised
by a resolution of the board of directors of the Issuer
passed on 8 January 1998 and by a committee of the board
passed on 5 February 1998. The exchange of the Bonds into
Shares (as defined in Condition 6(a)(v)) was authorised by a
resolution of the board of directors of NGG passed on 8
January 1998 and by a committee of the board passed on 5
February 1998. The substitution of the Substituted Obligor
in place of NGG as issuer of Shares under the Trust Deed was
authorised by a resolution of the board of directors of the
Substituted Obligor and of NGG on 7th December, 2001. The
Bonds are expected to be listed on London Stock
4
Exchange plc (the "London Stock Exchange"). The statements in these
Conditions include summaries of, and are subject to, the detailed
provisions of, and definitions in, the Trust Deed, the Agency
Agreement (as defined below) and a deposit and custody agreement
dated 17 February 1998 made between the Issuer, Marine Midland Bank
as custodian (in such capacity, the "Custodian"), Marine Midland Bank
as depositary (in such capacity the "Depositary"), the Registrar and
the Principal Paying, Transfer and Exchange Agent (each as defined
below) and the Holders and Beneficial Owners of the Global Receipts
(as defined therein)(the "Deposit and Custody Agreement"). Copies of
the Trust Deed, the Deposit and Custody Agreement and an agency
agreement dated 17 February 1998 (the "Principal Agency Agreement")
made between the Issuer, NGG, Midland Bank plc, as principal paying,
transfer and exchange agent (the "Principal Paying, Transfer and
Exchange Agent", which expression shall include any successor
principal paying, transfer and exchange agent under the Agency
Agreement), the other paying, transfer and exchange agent named
therein (together with the Principal Paying, Transfer and Exchange
Agent, the "Agents", which expression shall include any additional or
successor paying, transfer or exchange agents under the Agency
Agreement), Lloyds Bank Registrars as registrar (the "Registrar",
which expression shall include any successor registrar under the
Agency Agreement) and the Trustee as supplemented by a supplemental
paying, transfer and exchange agency agreement dated on or about 10th
December, 2001 between the Issuer, NGG, the Substituted Obligor, the
Trustee, the Agents and the Registrar (the "First Supplemental
Paying, Transfer and Exchange Agency Agreement", together with the
Principal Agency Agreement, the "Agency Agreement") are available for
inspection during normal business hours by the Bondholders at the
registered office for the time being of the Trustee, which at the
date hereof is at Fifth Floor, 100 Wood Street, London EC2V 7EX and
at the specified office of each of the Agents. The Bondholders are
entitled to the benefit of, are bound by, and are deemed to have
notice of, all the provisions of the Trust Deed, the Agency Agreement
and the Deposit and Custody Agreement.";
(iii) by the deletion in Condition 6(b)(ii) of the words "National Grid
House, Kirby Corner Road, Coventry CV4 8JY" and the substitution
therefor of the words "15 Marylebone Road, London NW1 5JD";
(iv) by the deletion of all words in italics within the Conditions.
4. EFFECTIVE DATE
This First Supplemental Trust Deed shall become effective on the date upon
which an office copy of the order of the High Court of Justice sanctioning
the Scheme is registered with the Registrar of Companies pursuant to
sub-section (3) of section 425 of the Companies Act 1985. The Issuer will
notify the Trustee at least two business days prior to the date it proposes
to register the said office copy of the order.
5
5. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this First Supplemental Trust Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this First Supplemental Trust Deed, but this does not affect any
right or remedy of a third party which exists or is available apart from
that Act.
6. NOTICE TO BONDHOLDERS
THE Issuer covenants with the Trustee that not later than 14 days after the
Effective Date it will give notice to the Bondholders of the modifications
and the Substitution provided for herein in a form previously approved by
the Trustee.
7. GENERAL
(A) THE Principal Trust Deed shall with effect from the Effective Date be read
and construed in conjunction with this First Supplemental Trust Deed as one
document.
(B) A memorandum of this First Supplemental Trust Deed shall be endorsed by the
Trustee on the Principal Trust Deed and by each of the Issuer, NGG and the
Substituted Obligor on its duplicate thereof.
(C) This First Supplemental Trust Deed may be executed in counterparts, each of
which, taken together, shall constitute one and the same First Supplemental
Trust Deed and any party may enter into this First Supplemental Trust Deed
by executing a counterpart.
IN WITNESS whereof this First Supplemental Trust Deed has been executed as a
deed by the Issuer, NGG, the Substituted Obligor and the Trustee and delivered
on the date stated on page 1.
6
SIGNATORIES
THE COMMON SEAL of ) [GOLD SEAL]
THE NATIONAL GRID )
COMPANY PLC )
was affixed to this deed )
in the presence of: )
Director [SIGNATURE ILLEGIBLE]
Director [SIGNATURE ILLEGIBLE]
THE COMMON SEAL of ) [GOLD SEAL]
NATIONAL GRID GROUP )
PLC was affixed to this )
deed in the presence of: )
Director [SIGNATURE ILLEGIBLE]
Secretary [SIGNATURE ILLEGIBLE]
EXECUTED as a deed )
by NEW NATIONAL GRID PLC )
acting by and )
under the authority of that company )
Director [SIGNATURE ILLEGIBLE]
Director/Secretary [SIGNATURE ILLEGIBLE]
THE COMMON SEAL of )
THE LAW DEBENTURE TRUST )
CORPORATION p.l.c, was affixed )
to this deed in the presence of: )
Director
Authorised Signatory