Exhibit H - Proposed Notice
New England Electric System (XXXX), 00 Xxxxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000, a registered holding company, has filed an
Application/Declaration pursuant to Sections 6(a)(2), 7, and 12(e) of the
Public Utility Holding Company Act of 1935 (Act), and Rules 62 and 65 under
the Act.
XXXX has entered into an Agreement and Plan of Merger, dated as of December
11, 1998 (the Merger Agreement), with The National Grid Group, plc, a public
limited company incorporated under the laws of England and Wales (National
Grid) and Iosta LLC, a Massachusetts limited liability company which is
directly and indirectly wholly owned by National Grid (Iosta). Iosta changed
its name to NGG Holdings LLC (NGG Holdings) subsequent to the date of the
Merger Agreement. XXXX would be the surviving entity and become a wholly
owned subsidiary of National Grid. Under the Merger Agreement, among other
things, XXXX agreed to hold a meeting of its shareholders to obtain the
shareholder approvals required to effect the Merger.
XXXX proposes to solicit proxies from its common shareholders to approve
various matters in connection with the Merger at the annual XXXX shareholders
meeting, scheduled in early April 1999. The XXXX shareholders will also be
asked to consider and approve an amendment (Amendment) to XXXX' Agreement and
Declaration of Trust (the Trust Agreement), to provide for the merger of a
Massachusetts limited liability company with and into XXXX and to provide
appraisal rights to shareholders. The proposed Amendment will be effected if
approved by an affirmative vote of a majority of the outstanding shares. The
XXXX Board of Directors must then approve the Amendment by a two-thirds vote.
The proposed Amendment will be effected if so approved, regardless of whether
the merger is consummated. Accordingly, XXXX requests that an order
authorizing the solicitation of proxies to be issued as soon as practicable
under Rule 62(d).
At a later date, XXXX and National Grid plan to file an application-
declaration with this Commission requesting authority to consummate the
merger.
It appears to the Commission that XXXX' declaration regarding the proposed
solicitation of proxies should be permitted to become effective immediately.
IT IS ORDERED, under Rule 62 under the Act, that the declaration regarding
the solicitation of proxies can become effective immediately, subject to the
terms and conditions contained in Rule 24 under the Act.
