National Grid : Final Results of Cash Tender Offers

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA(the United States) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

22 September 2016

NATIONAL GRID GAS PLC (NGG) AND

NATIONAL GRID ELECTRICITY TRANSMISSION PLC(NGET)

FINAL RESULTS OF CASH TENDER OFFERS

Further to its announcements on 16 September 2016, NGG now announces the final results of its invitations to holders of its outstanding £484,000,000 6.375 per cent. Instruments due 3 March 2020 (ISIN: XS0348431551) (the 2020 Notes), its outstanding £503,078,000 4.1875 per cent. Guaranteed Index-Linked Bonds due 2022 (ISIN: XS0103338140) (the 2022 Notes), its outstanding £503,078,000 7.0 per cent. Guaranteed Fixed Rate Bonds due 2024 (ISIN: XS0103338496) (the December 2024 Notes), its outstanding £275,000,000 8.75 per cent. Bonds due 2025 (ISIN: XS0058343251) (the 2025 Notes) and its outstanding £457,000,000 6.00 per cent. Instruments due May 2038 (ISIN: XS0363511873) (the 2038 Notes), and

further to its announcements on 16 September 2016, NGET now announces the final results of its invitations to holders of its outstanding £450,000,000 5.875 per cent. Bonds due 2024 (ISIN: XS0094073672) (the February 2024 Notes),its outstanding £525,000,000 4.00 per cent. Instruments due 8 June 2027 (ISIN: XS0789331948) (the 2027 Notes), its outstanding £360,000,000 6.50 per cent. Notes due 2028 (ISIN: XS0132735373) (the 2028 Notes) and its outstanding £379,000,000 7.375 per cent. Instruments due January 2031 (ISIN: XS0407912053) (the 2031 Notes)

(the 2020 Notes, the 2022 Notes, the February 2024 Notes, the December 2024 Notes, the 2025 Notes, the 2027 Notes, the 2028 Notes, the 2031 Notes and the 2038 Notes together, the Notes and each a Seriesand all holders of such Notes the Noteholders)

to tender their Notes for purchase by NGG or NGET, as the case may be, for cash subject to the New Issue Condition (each such invitation, an Offerand together, the Offers).

The Offers were announced on 6 September 2016 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 September 2016 (the Tender Offer Memorandum) prepared by NGET and NGG in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 15 September 2016.

New Issue Condition

NGET and NGG announce that the New Issue Condition has been satisfied.

Final Results for Any and All Offer Notes

NGG has decided to accept all of the 2020 Notes, the 2022 Notes, the December 2024 Notes, the 2025 Notes and the 2038 Notes validly tendered for purchase pursuant to the relevant Offers.

Final Results for Capped Offer Notes

NGET has decided to set the Capped Offer Notes Acceptance Amount at £866,996,000 and (ii) the Capped Offer Notes Series Acceptance Amount for each Series of Capped Offer Notes as set out in the table below in respect of the Capped Offer Notes. On the basis of such Capped Offer Notes Series Acceptance Amounts, NGET will accept for purchase all Capped Offer Notes validly tendered with no pro ratascaling.

Results Summary

A summary of the final results of the Offers appears below.

Any and All Offer Notes

Capped Offer Notes

Settlement

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 22 September 2016.

Following settlement of the Offers £138,650,000 in aggregate nominal amount of the 2020 Notes will remain outstanding, £265,040,000 in aggregate nominal amount of the 2022 Notes will remain outstanding, £149,801,000 in aggregate nominal amount of the February 2024 Notes will remain outstanding, £82,141,000 in aggregate nominal amount of the December 2024 Notes will remain outstanding, £22,298,000 in aggregate nominal amount of the 2025 Notes will remain outstanding, £251,259,000 in aggregate nominal amount of the 2027 Notes will remain outstanding, £62,682,000 in aggregate nominal amount of the 2028 Notes will remain outstanding, £92,129,000 in aggregate nominal amount of the 2031 Notes will remain outstanding and £61,421,000 in aggregate nominal amount of the 2038 Notes will remain outstanding.

Barclays Bank PLC, BNP Paribas, HSBC Bank plc, Merrill Lynch International and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Offers. Lucid Issuer Services Limited is acting as Tender Agent.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of NGG, NGET, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.