Business Context and Reporting Period
This Form 6-K filing by National Grid Group plc covers announcements made to the London Stock Exchange during July 2002, with the report filed on August 6, 2002. The primary business context involves the ongoing merger process with Lattice Group plc to form National Grid Transco plc, alongside routine corporate governance updates regarding the Annual General Meeting (AGM) and executive director share interests.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures for the period. The document focuses exclusively on corporate actions, regulatory approvals, and shareholding notifications.
Material Changes and Corporate Actions
- Merger Clearance: On July 2, 2002, the UK Secretary of State for Trade and Industry confirmed that the proposed merger with Lattice Group plc would not be referred to the Competition Commission. The merger remains subject to shareholder approval, High Court sanction, and regulatory consents.
- Shareholder Approval: On July 23, 2002, National Grid shareholders passed all resolutions at the AGM and a subsequent Extraordinary General Meeting (EGM) regarding the merger. Key approvals included changing the company name to National Grid Transco plc and adopting new articles of association.
- Voting Results: Support for merger-related resolutions was overwhelming, with "For" votes ranging from 98.9% to 99.6% of shares voted.
- Executive Share Interests: Multiple notifications were issued regarding the National Grid 1996 Employee Benefit Trust (ESOP) and the Qualifying Employee Share Ownership Trust (Quest). Executive Directors (E M Astle, S J Box, S J Holliday, R P Sergel, and R J Urwin) ceased to have a technical interest in specific share blocks as shares were transferred to employees:
- July 2: 15,870 shares transferred via ESOP.
- July 5: 51,612 shares transferred via Quest.
- July 30: 19,372 shares transferred via Quest.
- Option Grants: On July 5, 2002, Director E M Astle was granted 2,392 Sharesave options at an exercise price of 397p per share.
Guidance, Outlook, and Risks
Outlook: Management expressed confidence that the merger with Lattice Group plc will complete during autumn 2002.
Contingencies: The completion of the merger is contingent upon:
- Sanction of the Lattice scheme of arrangement by the High Court.
- Satisfaction of regulatory consents and approvals.
Risks: The filing does not explicitly detail new operational or financial risks beyond the standard conditions precedent for the merger.
Key Facts for Investor Verification
- Verify the final completion date of the National Grid and Lattice merger, currently targeted for autumn 2002.
- Confirm the High Court sanction of the Lattice scheme of arrangement.
- Monitor the final regulatory consents required to close the transaction.
- Review the impact of the name change to National Grid Transco plc on future reporting and trading symbols.