Pre-Effective Amendment to Application or Declaration — Form U-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U-1/A Pre-Effective Amendment to Application or 63 169K
Declaration
2: EX-99.1 Exhibit D-1.2 11± 38K
3: EX-99.2 Exhibit D-3.2 3 11K
4: EX-99.3 Exhibit D-6.2 14 32K
5: EX-99.4 Exhibit D-7.2 6 20K
6: EX-99.5 Exhibit J-1 5 21K
EX-99.5 — Exhibit J-1
| EX-99.5 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit J-1
The National Grid Group
Description of Companies
The following is a description of the one direct and other indirect active
subsidiaries of The National Grid Group plc. National Grid Group has a number of
dormant subsidiaries (often formed for purposes of potential projects that are
not realized) that are not included herein. As noted in the
Application/Declaration, the discussion of the independent bases for retaining
any subsidiary other than National Grid Holdings is provided for the
Commission's information and is not required for purposes of Section 11(b)(1) of
the Act. Except as other noted, all entities listed below are organized under
the laws of England and Wales.
I. National Grid Holdings plc ("National Grid Holdings") is the intermediate
holding company for all of National Grid Group's non-NEES related
operations. On or prior to consummation of the Merger, National Grid
Holdings will be qualified as a "foreign utility company" within the
meaning of the Act. As a result, it and all of its subsidiaries may be
retained by National Grid Group pursuant to the provisions of Section 33(c)
of the Act.
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. Energy Settlements and Information Services 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.
NGC does not directly or indirectly derive any part of its income from
the generation, transmission or distribution of electric energy for
sale or the distribution at retail of natural or manufactured gas for
heat, light or power within the U.S. None of NGC or its subsidiaries
is a public utility company operating in the U.S. On or prior to
consummation of the Merger, NGC will be qualified as a "foreign
utility company" within the meaning of the Act and it and its
subsidiaries may be retained by National Grid Group pursuant to the
provisions of Section 33(c) of the Act.
2. National Grid Insurance Limited was organized in Guernsey in
connection with the self-insured retention of NGC's transmission
assets. National Grid Group holds all of the outstanding ordinary
shares of National Grid Insurance and Barclays Bank holds its
outstanding preference shares. As noted in the Application, the
Commission has previously authorized other registered holding
companies to engage in self-insurance activities (see The Columbia Gas
System, Inc., Holding Co. Act Release No. 26596 (Oct. 25, 1996)),
thereby clarifying that such insurance is functionally related to core
utility operations and therefore retainable by National Grid Group.
3. National Grid International Limited is the holding company for a
number of the group's non-U.K. investments, including operations in
South America, India, Africa and the U.S. National Grid International
was formed has four direct and a number of indirect subsidiaries, as
follows:
a. National Grid Overseas Limited is an intermediate holding company
above most of the South American, Indian and African interests
held by the National Grid Group.
i. National Grid Holdings BV is organized in the Netherlands
and is a holding company for operations in Brazil and India.
(1) National Grid India BV, another Netherlands organized
company, organizes and controls National Grid Group's
investments in India.
(2) NGC do Brasil Participacoes Ltda, a Brazilian company
and National Grid Brazil BV, a Netherlands company, serve to
organize and control National Grid Group's investments in
Brazil. They currently own three entities formed under the
laws of Brazil as follows: JVCO Participacoes Ltda (a joint
venture vehicle for National Grid Group and Sprint), Holdco
Participacoes Ltda (an intermediate joint venture vehicle
pursuant to which other investors are involved in Brazilian
telecom operations) and Bonari Holding Ltda, an operating
company engaged in telecommunications operations in Brazil).
ii. National Grid Zambia BV, is formed under the laws of the
Netherlands that organizes and controls National Grid
Group's investments in Zambia.
(1) Copperbelt Energy Corporation plc, a Zambian corporation
that is some 40% owned by National Grid and is engaged in
buying, selling and transmitting electricity to meet the
needs of the copper mining regions of Zambia. NGC Zambia and
National Grid Zambia were formed for the purpose of
facilitating National Grid's ownership and operations of
African operations. Another registered holding company,
CINergy, also owns a significant interest in Copperbelt.
iii. National Grid Finance BV. A company formed under the laws of
the Netherlands that serves as a holding company for
operations in Argentina. National Grid Overseas holds a one
third interest in National Grid Finance directly.
(1) Citelec SA (41.25% interest held by National Grid
Group),
(a) Transener, in which Citelec holds an approximately
65% interest, is the owner of the primary transmission
system that services Argentina and acts as operator
thereof. Transener itself owns a regional transmission
system owner in Argentina (Transba) and is engaged in
the construction of a cross-country transmission line.
b. Teldata International Limited is a holding company for US billing
and energy service operations.
i. Teldata 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
National Grid.
d. National Grid (Isle of Man) Limited is a holding company for
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
connector between England and the Isle of Man.
National Grid International does not directly or indirectly derive any
part of its income from the generation, transmission or distribution
of electric energy for sale or the distribution at retail of natural
or manufactured gas for heat, light or power within the U.S. None of
National Grid International or its subsidiaries is a public utility
company operating in the U.S. On or prior to consummation of the
Merger, National Grid International and certain of its subsidiaries
will be qualified as a "foreign utility company" within the meaning of
the Act and it and its subsidiaries may be retained by National Grid
Group pursuant to the provisions of Section 33(c) of the Act.
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 National Grid
Group. This company does not have any independent operations.
Applicants note that a number of registered holding companies have
formed or been permitted to retain or invest in separate entities in
connection with employee benefit programs. See New Century Energies,
Inc., Holding Co. Act Release No. 26748) (Aug. 1, 1997) (retention of
subsidiary holding life insurance policies of executives); Northeast
Utilities, Holding Co. Act Release No. 24372 (April 15, 1987)
(authorizing acquisition of common stock of insurer to facilitate
obtaining directors and officers insurance); In the Matter of General
Public Utilities Corporation, Holding Co. Act Release No. 7092 (Dec.
23, 1996) (authorizing acquisition of shares of non-utility subsidiary
engaged in administering employee insurance plans). Thus, retention of
this entity is consistent with the provisions of the Act.
5. NGC Telecoms Holding Limited is a holding company for National Grid
Group's interest in certain telecommunications operations.
a. NGG Telecoms Limited also serves to hold National Grid Group's
interest in these telecommunications operations.
i. Energis plc is the publicly-traded parent company of Energis
Communications. National Grid Group holds a 48.3% interest
in Energis plc.
(1) 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.
b. NGG Telecoms Investment Limited is an internal holding company
for part of National Grid Group's interest in Energis plc.
NGG Telecoms is indirectly engaged exclusively in telecommunications
services, information services and services related or incidental
thereto. The Commission has permitted other registered holding
companies to engage in the telecommunications business. See
Consolidated Gas Transmission Corp., Holding Co. Act Release No. 23914
(Nov. 20, 1985) (lease of microwave radio facilities); Appalachian
Power Co., Holding Co. Act Release No. 24772 (Dec. 9, 1988) (lease of
optical fiber systems); Southern Co., Holding Co. Act Release No.
26211 (Dec. 30, 1994) (mobile radio system). Thus, retention of this
entity is consistent with the provisions of the Act.
6. NatGrid Finance Holdings Limited is a holding company for NatGrid
Finance Limited, NG Investment Limited and Natgrid Investments Limited
which are Jersey corporations that provide financial management
services to National Grid Group. For example, this group of companies
is currently involved in investing and managing the proceeds from the
recent public offering by National Grid Group of some of its interest
in the ordinary shares of Energis plc. A number of other registered
holding companies hold subsidiaries that perform financing
transactions for the system. See Central and Southwest Corporation,
Holding Co. Act Release No. 23767 (July 19, 1985) (authorizing
formation of subsidiary to provide factor intrasystem receivables);
Ameren Corporation, Holding Co. Act Release No. 26809 (Dec. 30, 1997)
(permitting retention of subsidiary engaged in investing in securities
for systems companies).
Dates Referenced Herein
| Referenced-On Page |
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| This ‘U-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/12/99 | | | | | | | None on these Dates |
| | 12/30/97 | | 5 |
| | 8/1/97 | | 4 |
| | 12/23/96 | | 4 |
| | 10/25/96 | | 2 |
| | 12/30/94 | | 5 |
| List all Filings |
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