National Grid Gas Finance plc ("NGGF")
Notice of Guarantor Substitution to the holders of:
· £650,000,000 Fixed Rate Instruments due 2021 (ISIN: XS1492680811)
· £850,000,000 Fixed Rate Instruments due 2028 (ISIN: XS1492680902)
· £700,000,000 Fixed Rate Instruments due 2038 (ISIN: XS1492681033)
· £800,000,000 Fixed Rate Instruments due 2046 (ISIN: XS1492681116)
· €750,000,000 Fixed Rate Instruments due 2024 (ISIN: XS1493320656),
(each a "Series" and together the "Instruments") each issued by NGGF under its £6,000,000,000 Euro Medium Term Note Programme (the "Programme").
Notice is hereby given to the holders of the Instruments that, pursuant to Condition 2.2 of the Instruments, on 1 October 2016 National Grid Gas plc ("NGG") and National Grid Gas Distribution Limited ("NGGD") delivered a duly executed Deed of Release Notice (as defined in Condition 2.2 of the Instruments), whereupon NGG was immediately, automatically and irrevocably released and relieved of all of its obligations under the Guarantee of the Instruments and all of its future obligations as a Guarantor of the Instruments under the Trust Deed (as defined below), the Instruments and the Coupons (but without prejudice to any obligations which may have accrued prior to this time) and NGG was immediately, automatically and irrevocably succeeded by NGGD under the Guarantee of the Instruments.
In the Deed of Release Notice, NGGD agreed to comply with and be bound by all provisions of the Agency Agreement (as amended, modified or supplemented from time to time), the Trust Deed and the Conditions which relate to the Guarantor or to the Guarantee. NGGD further agreed to become the Guarantor under the Trust Deed and the Agency Agreement without any need for NGGF, the Trustee (as defined below), NGG or any other person to execute or deliver any further agreement, deed, consent, notice or any other Instrument.
Except as provided herein and as the context may otherwise require, all words and expressions defined in the trust deed dated 5 September 2016 (the "Trust Deed") relating to the Programme between NGGF, NGG, NGGD and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), shall have the same meanings when used in this notice.
Global Capital Markets
National Grid plc
London WC2N 5EH
Tel: +44 20 7004 3367
Fax: +44 20 7004 3363
National Grid plc
Warwick Technology Park
Warwick CV34 6DA
Tel: +44 1926 655272
Mob: +44 7974 198 333
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