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Southern Gas Networks Plc Scotland Gas PROSPECTUS SOUTHERN GAS NETWORKS PLC (incorporated with limited liability under the laws of England and Wales under registered number 05167021) SCOTLAND GAS NETWORKS PLC (incorporated with limited liability under the laws of Scotland under registered number SC264065) £5,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), each of Southern Gas Networks plc (“Southern GN”) and Scotland Gas Networks plc (“Scotland GN”) (together, the “Issuers” and each an “Issuer”), subject to compliance with all relevant laws, regulations and directives, may, from time to time, issue notes (“Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed £5,000,000,000 (or the equivalent in other currencies), subject to increase in accordance with the terms of the Programme Agreement (as defined herein). Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the Regulated Market of the London Stock Exchange (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The requirement to publish a prospectus under the Prospectus Directive (as defined herein) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. The UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. Notes will be issued in a minimum denomination of not less than €100,000 or the equivalent in any other currency on the relevant date of issue as agreed between the relevant Issuer and the relevant Dealer(s) (provided always that Notes issued in pounds sterling will be issued in a minimum denomination of £100,000) and in such amounts that are equivalent to at least €100,000 at the date of issue. Each Series of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note”) (together, the “Global Notes”). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“New Global Note” or “NGN”) form, they will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream Luxembourg”). Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) will be delivered on or prior to the original issue date of the relevant Tranche to a common depositary (the “Common Depositary”) for Euroclear and Clearstream, Luxembourg. Each series of Notes issued in registered form will be represented on issue by beneficial interests in one or more global certificates (each a “Global Certificate”) which will be deposited with and registered in the name of a nominee for (i) the Common Depositary (where the Global Certificate is not to be held in the New Safekeeping Structure (the “NSS”)) or (ii) the Common Safekeeper (where the Global Certificate is to be held in the NSS). The provisions governing the exchange of interests in Global Notes for other Global Notes or for Notes in definitive bearer form and the exchange of Global Certificates for Notes in definitive registered form are described in “Summary of Provisions Relating to the Notes while in Global Form”. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which, with respect to Notes to be listed on the Market, will be delivered to the UK Listing Authority and the London Stock Exchange. Copies of the Final Terms in relation to Notes to be listed on the Market will be published on the website of the London Stock Exchange through a regulatory information service. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of Exempt Notes will be set out in a pricing supplement document (the “Pricing Supplement”). Prospective investors should have regard to the factors described in the section entitled “Risk Factors” in this Prospectus. The long term unsecured, unguaranteed and unsubordinated debt obligations of each Issuer are, as at the date of this Prospectus rated: BBB by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s), Baa1 by Moody’s Investors Service Ltd. (“Moody’s”) and BBB+ by Fitch Ratings Ltd (“Fitch”). As at the date of this Prospectus, each of Standard & Poor’s, Moody’s and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated such rating will not necessarily be the same as the ratings assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms (or the relevant Pricing Supplement in the case of Exempt Notes). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger Barclays Dealers Barclays CIBC Lloyds Bank RBC Capital Markets The Royal Bank of Scotland The date of this Prospectus is 17 October 2014 2 Unless otherwise specified, all references in this Prospectus to the “Prospectus Directive” refer to Directive 2003/71/EC (and amendments thereto including the 2010 PD Amending Directive) and all references to the “2010 PD Amending Directive” refer to Directive 2010/73/EU provided, however, that all references in this Prospectus to the “Prospectus Directive” in relation to any Member State of the European Economic Area refer to Directive 2003/71/EC (and amendments thereto, including the PD Amending Directive, to the extent implemented in the relevant Member State), and include any relevant implementing measure in the relevant Member State. This Prospectus, together with all documents which are deemed to be incorporated herein by reference (see the section entitled “Documents Incorporated by Reference”) comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. Each Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of each Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by either Issuer, Scotia Gas Networks Limited (“SGN”), any of the Dealers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of either Issuer. Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of either Issuer, any Dealer or the Trustee to any person to subscribe for or to purchase any Notes. No person is or has been authorised by either of the Issuers to give any information or to make any representation not contained in or not consistent with this Prospectus in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either Issuer, SGN, the Trustee or any of the Dealers or the Arranger (as defined in “Issuer and Programme Description”).
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