SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
National Grid Holdings Limited
(Name of foreign utility company)
The National Grid Group plc
(Name of filing company, if filed on behalf of a foreign utility company)
Pursuant to Section 33(a) of the Public Utility Holding Company Act of
1935, as amended (the "Act") and Rule 57, The National Grid Group plc files this
form to notify the Securities and Exchange Commission that its subsidiary
company National Grid Holdings Limited is a foreign utility company within the
meaning of Section 33 of the Act.
Item 1. State the name of the entity claiming foreign utility company status,
its business address, and a description of the facilities used for the
generation, transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas. To the extent known,
identify each person that holds five percent (5%) or more of any class of voting
securities of the foreign utility company and describe the amount and nature of
the interest.
National Grid Holdings Limited ("NGH"), located at Kirby Corner Road,
Coventry CV4 8JY, United Kingdom, is a wholly owned subsidiary of The National
Grid Group plc, a registered holding company formed under the laws of England
and Wales. NGH indirectly owns electric generation, transmission and
distribution facilities in several countries.
NGH owns all of the stock of the National Grid Company plc ("NGC") the
electric transmission company in England and Wales. NGC provides transmission
service on a for-profit, non-discriminatory basis and maintains and makes all
improvements to optimize access to the system, procures ancillary services on
the transmission system of England and Wales, matches supply and demand, manages
the daily system of half-hourly bids for competing generators and makes payments
due from each day's energy trading. NGC is organized under the laws of England
and Wales and is subject to regulatory controls overseen by the Director General
of Electricity Supply. NGC's transmission system in England and Wales comprises
approximately 4,300 route miles of overhead lines and 400 miles of underground
cables, operating almost exclusively at voltages of 400kV and 275kV, together
with 220 substations. NGC also operates interconnectors which enable electricity
to be transferred between the England and Wales market and Scotland and France.
The Scottish interconnector has a capacity of 1,200 MW and comprises
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alternating current connections operating at 400kV and 275kV; the French
interconnector has a capacity of 2,000MW and is a direct current connection,
including some 202 miles of undersea cables.
NGH also indirectly owns a 38.9% interest in the Copperbelt Energy
Corporation plc ("CEC"), a Zambian corporation that is engaged in transmitting,
distributing and generating electricity to meet the needs of the copper mining
regions of Zambia. Another registered holding company, CINergy Corp., also owns
a significant interest in CEC. CEC's transmission and distribution system
comprises almost 500 miles of distribution lines, operating at 220kv, 66kV and
lower voltage levels, and 31 substations. There is also a 220kV interconnector
to the Democratic Republic of Congo, capable of transmitting up to 200MW. CEC
also owns and operates a gas turbine generating plant, with a capacity of 80MW,
used principally for peaking and for emergency backup supply to the mining
companies. CEC buys and sells the electricity it transmits on long-term
contracts in US dollars to meet contracted demand.
NGH also indirectly owns a 41.25% interest in Citelec SA which holds an
approximately 65% interest in Transener. Transener owns and operates the primary
electricity transmission system serving Argentina. Transener also holds a 90%
interest in Transba, a regional transmission system owner in Argentina. The
Transener transmission system comprises some 4,570 miles of 500kV and 220kV
lines and 27 substations. Transba's subtransmission system comprises 3,368 miles
of 66kV to 220kV lines and 64 substations. In addition, a new 500kV transmission
line, recently constructed by Transener to link generation in Comahue to Buenos
Aires, adds 807 miles of line and 5 substations to the Transener system.
NGH indirectly owns a 50% interest (the other 50% being held by the Manx
Electricity Authority) in the Manx Cable Company (Isle of Man), which is
organized under the laws of the Isle of Man for the purpose of developing an
undersea electrical connector between England and the Isle of Man. The 62 mile
long cable, currently under construction, will have a capacity of 40MW and
operate at 90kV.
NGH indirectly holds, via National Grid India BV, a joint venture project
with the Karnataka Electricity Board of India to build a new 370 mile
transmission line. National Grid India BV has a 60% interest in the joint
venture.
In addition to the subsidiaries already mentioned, NGH owns an interest in
other companies engaged in telecommunications, utility metering, information
services, real estate and utility and telecommunications related financing.
NGH's non-utility operations and corporate structure are described in greater
detail in Exhibit B to this filing.
Item 2. State the name of any domestic associate public-utility company and, if
applicable, its holding company, and a description of the relationship between
the foreign utility company and such company, and the purchase price paid by any
such domestic associate public-utility company for its interest in the foreign
utility company.
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Upon the consummation of the acquisition of New England Electric System by
The National Grid Group plc, the following companies will be domestic associate
public-utility companies of NGH (collectively the "Domestic Utility
Associates"):
New England Power Company
Massachusetts Electric Company
Narragansett Electric Company
Granite State Electric Company
Nantucket Electric Company
New England Electric Transmission Corporation
New England Hydro-Transmission Corporation
New England Hydro-Transmission Electric Company, Inc.
Vermont Yankee Nuclear Power Corporation
The Domestic Utility Associates will be indirect subsidiaries of The
National Grid Group plc, a registered holding company. The Domestic Utility
Associates will be directly owned by NGG Holdings, Inc. (to be renamed National
Grid USA after consummation), a registered holding company, which will in turn
be owned by a series of intermediate registered holding companies, National Grid
General Partnership, National Grid (Ireland) 2 Limited, National Grid (Ireland)
1 Limited, National Grid (US) Investments and National Grid (US) Holdings
Limited. The National Grid Group plc, in turn, will be at the top of this chain
of companies. The overall corporate structure of the National Grid Group plc,
and NGH's relationship to the Domestic Utility Associates is presented in
Exhibit E-4 to SEC Form U-1 filed on February 7, 2000 in File No. 70-9473, which
is incorporated by reference.
NGH, will be related to the Domestic Utility Associates only in that they
will be members of the same holding company system under The National Grid Group
plc. NGH and its subsidiaries may provide services to and receive services from
the Domestic Utility Associates subject to applicable provisions of the Act and
the rules, regulations and orders thereunder.
The Domestic Utility Associates will not have an interest in NGH and did
not provide any consideration for the acquisition of NGH.
Exhibit A. Not applicable.
The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
/s/ Jonathan M. G. Carlton
--------------------------
Jonathan M. G. Carlton
Business Development Manager - Regulation
The National Grid Group plc on behalf of
National Grid Holdings Limited
Date: March 17, 2000
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EXHIBIT INDEX
B. Description of National Grid Holdings Limited's subsidiary companies.
E-4. Corporate Chart of The National Grid Group plc after giving effect to the
merger with New England Electric System (incorporated by reference to Exhibit
E-4 to SEC Form U-1 filed on February 7, 2000 in File No. 70-9473).
Exhibit B
National Grid Holdings Limited
Description of Companies
The following is a description of the active subsidiaries of National Grid
Holdings Limited ("NGH"). NGH has a number of dormant subsidiaries (often formed
for purposes of potential projects that are not realized) that are not included
herein. Except as other noted, all entities listed below are organized under the
laws of England and Wales.
1. The National Grid Company plc. ("NGC") As the electric transmission company
in England and Wales, NGC provides transmission service on a for-profit,
non- discriminatory basis and maintains and makes all improvements to
optimize access to the system, procures ancillary services on the
transmission system of England and Wales, matches supply and demand,
manages the daily system of half-hourly bids for competing generators and
makes payments due from each day's energy trading. NGC is organized under
the laws of England and Wales and is subject to regulatory controls
overseen by the Director General of Electricity Supply. NGC has seven
active subsidiaries, as follows:
a. NGC Nominees Limited serves as a shareholder for a number of National
Grid Group entities, as it is customary in the UK to have more than
one shareholder in most corporate entities. This company is not
otherwise an operating entity.
b. Datum Solutions Limited is engaged in providing metering services in
the United Kingdom at entry and exit points of the U.K. transmission
system, and more widely to customers in the competitive market.
c. ESIS Limited operates the computer systems needed to calculate prices
and payments due as a result of the daily trading of power across
England and Wales.
d. Energy Pool Funds Administration Limited manages the transfer of funds
in payments for the energy traded.
e. NGC Employee Shares Trustee Limited serves as trustee in respect of
the National Grid Profit Sharing Scheme and Employee Benefit Trust,
which are trusts set up for employees of National Grid Group. This
company does not have any independent operations.
f. NGC Leasing Limited is engaged in the leasing of motor vehicles for
use by employees of the National Grid Group system.
g. NGC Properties Limited owns and develops property that is not used for
the operation of the transmission system, usually with a view toward
eventual sale.
h. EnMo Limited was recently formed to operate the final day (balancing)
gas market.
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i. National Grid One Ltd, National Grid Two Ltd, and National Grid Gold
Ltd provide financial management services to the National Grid
companies.
2. National Grid Insurance Limited was organized in Guernsey in connection
with the self-insured retention of NGC's transmission assets. NGH holds all
of the outstanding ordinary shares of National Grid Insurance and an
unaffiliated bank holds its outstanding preference shares.
3. National Grid International Limited is the intermediate holding company for
a number of NGH's current or planned non-U.K. investments, including
operations in South America, India, Africa and the U.S. National Grid
International has four direct and a number of indirect subsidiaries, as
follows:
a. National Grid Overseas Limited is an intermediate holding company
above all of the South American, Indian and African interests held by
NGH, through a Dutch holding company.
i. National Grid Holdings BV is organized in the Netherlands and is
a holding company for operations in Brazil, Argentina, Zambia
India, and Poland.
(1) National Grid India BV, another Netherlands organized
company, was formed to hold NGH's electricity transmission
investments in India.
(2) NGC do Brasil Participacoes Ltda, a Brazilian company, was
formed to provide project development services in Brazil to
National Grid International Limited. National Grid Brazil
BV, a Netherlands company, owns, directly or indirectly, all
or part of three entities formed under the laws of Brazil as
follows: 50% of JVCO Participacoes Ltda (a
telecommunications joint venture vehicle for National Grid
Group and Sprint), which ownes 100% of Holdco Participacoes
Ltda (a joint venture vehicle for Brazilian telecom
operations) ("Holdco"). Holdco owns 100% of Bonari Holding
Ltda, an operating company engaged in telecommunications
operations in Brazil).
ii. National Grid Zambia BV, a company formed under the laws of the
Netherlands, owns NGH's Copperbelt Energy Corporation plc
investment in Zambia.
(1) Coopperbelt Energy Corporation plc, a Zambian corporation
that is some 40% owned by NGH and is engaged in generating,
buying, selling and transmitting electricity to meet the
needs of the copper mining regions of Zambia. Another
registered holding company, CINergy, also owns a significant
interest in Copperbelt.
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iii. National Grid Finance BV is a company formed under the laws of
the Netherlands that serves as a holding company for operations
in Argentina.
(3) Citelec SA (41.25% interest held by NGH), is a holding
company for the Transener business.
(a) Transener, in which Citelec holds an approximately 65%
interest, is the owner of the primary electricity
transmission system that services Argentina and acts as
operator thereof. Transener itself owns a 90% interest
in a regional transmission system owner in Argentina
(Transba) and is engaged in the construction of a
cross-country transmission line.
iv. National Grid Poland BV will be a holding company for a 23.75%
interest in NGKT, a polish joint telecommunications venture. The
shares are currently held by National Grid International Ltd.
b. Teldata International Limited is a holding company for US billing and
energy service operations.
i. Teldata Solutions Inc. is a Delaware corporation that provides
complete, end-to-end, automated metering and billing solutions
for electric, gas and water utilities and energy service
providers.
(1) FirstPoint Services Inc. is a Delaware corporation engaged
in providing billing software solutions for electric, gas
and water utilities and energy service providers.
c. National Grid USA Inc. is a Delaware corporation formed to investigate
potential opportunities in the U.S. market for The National Grid Group
plc.
d. National Grid (Isle of Man) Limited is a holding company for
electricity transmission operations on the Isle and is organized under
the laws of the Isle of Man.
i. Manx Cable Company (Isle of Man) is organized under the laws of
the Isle of Man for the purpose of developing an undersea
electrical connector between England and the Isle of Man.
4. The National Grid Group Quest Trustee Company Limited serves as trustee
with respect to the National Grid Group Qualifying Share Trust, which is a
trust established for employees of The National Grid Group plc. This
company does not have any independent operations.
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5. NGG Telecoms Holdings Limited, NGG Telecoms Limited, Energis plc (36%
interest) and Energis Holding Limited are intermediate holding companies
for NGH's interest in certain telecommunications operations.
a. Energis Communications Limited owns and operates an advanced
telecommunications network that is astride the NGC transmission
network. The Energis network transfers data, by voice, picture or
data-base, throughout England and Wales.
5.2 NGG Telecoms Investment Limited is an internal holding company for part of
NGH's interest in Energis plc.
6. NatGrid Finance Holdings Ltd., NatGrid Finance Limited, NG Investments
Limited (a Jersey organized company), NG Jersey Ltd (a Jersey organized
company), National Grid Holland, and NatGrid Investments Limited provide
financial management services to The National Grid Group plc. For example,
some these companies are currently involved in investing and managing the
proceeds from the recent public offering by the National Grid Group plc of
some of its interest in the ordinary shares of Energis plc.