0001104659-23-027708.txt : 20230302 0001104659-23-027708.hdr.sgml : 20230302 20230302091023 ACCESSION NUMBER: 0001104659-23-027708 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20230302 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL PLC CENTRAL INDEX KEY: 0001116578 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15040 FILM NUMBER: 23696633 BUSINESS ADDRESS: STREET 1: 1 ANGEL COURT CITY: LONDON STATE: X0 ZIP: EC2R 7AG BUSINESS PHONE: 011442075483737 MAIL ADDRESS: STREET 1: 1 ANGEL COURT CITY: LONDON STATE: X0 ZIP: EC2R 7AG 6-K 1 tm238232d2_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of March 2023

PRUDENTIAL PUBLIC LIMITED COMPANY

1 Angel Court, London

England, EC2R 7AG

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXPLANATORY NOTE

Prudential Funding (Asia) PLC (the “Substitute Issuer”), is a wholly owned subsidiary of Prudential plc (“the Company”).

The Company issued its 3.125% Notes due 2030 (the “2030 Notes”) on April 14, 2020 pursuant to the Senior Indenture (the “Base Indenture”) dated as of April 14, 2020 between the Company and Citibank, N.A. (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of April 14, 2020 between the Company and the Trustee (the “2030 Supplement” and together with the Base Indenture, the “2030 Indenture”).

The Company issued its 3.625% Notes due 2032 (the “2032 Notes” and together with the 2030 Notes, the “Notes”) on March 24, 2022 pursuant to the Base Indenture as supplemented by the Second Supplemental Indenture, dated as of March 24, 2022 between the Company and the Trustee (the “2032 Supplement” and together with the Base Indenture, the “2032 Indenture”, and the 2030 Indenture and the 2032 Indenture, the “Indentures”).

On March 2, 2023, as expressly provided for in the Indentures without the consent of any holder of Notes, pursuant to a Third Supplemental Indenture, dated as of March 2, 2023, among the Company, as Former Issuer and Guarantor, the Substitute Issuer and the Trustee, the Substitute Issuer was substituted as issuer, and the Company became the guarantor, of the 2030 Notes and the 2032 Notes.

The form of the Third Supplemental Indenture, the 2030 Notes and the 2032 Notes are filed as exhibits hereto.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Third Supplemental Indenture, dated March 2, 2023, between Prudential plc, Prudential Funding (Asia) PLC and Citibank, N.A.
4.2		Form of Prudential Funding (Asia) PLC 3.125% Notes Due 2030
4.3		Form of Prudential Funding (Asia) PLC 3.625% Notes Due 2032

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PRUDENTIAL PUBLIC LIMITED COMPANY

Date: 2 March 2023	By:	/s/ Thomas Clarkson
		Thomas Clarkson
		Company Secretary

EX-4.1 2 tm238232d2_ex4-1.htm EXHIBIT 4.1

Exhibit 4.1

PRUDENTIAL PLC
as Former Issuer and Guarantor,

PRUDENTIAL FUNDING (ASIA) PLC

as Substitute Issuer

and

CITIBANK, N.A.
as Senior Trustee

THIRD SUPPLEMENTAL INDENTURE

dated as of

March 2, 2023

to the

SENIOR INDENTURE

dated as of April 14, 2020

THIRD SUPPLEMENTAL INDENTURE, dated as of March 2, 2023 (this “Third Supplemental Indenture”), by and among Prudential plc, a public limited company duly organized and existing under the laws of England and Wales having its principal office at 1 Angel Court, London EC2R 7AG, England (hereinafter called the “Former Issuer” or the “Guarantor”), Prudential Funding (Asia) PLC, a public limited company duly organized and existing under the laws of England and Wales having its principal office at 1 Angel Court, London EC2R 7AG (hereinafter called the “Substitute Issuer”) and Citibank, N.A., a national banking association having its principal office at the Corporate Trust Office, as Senior Trustee (hereinafter called the “Senior Trustee”).

RECITALS OF THE ISSUER

WHEREAS, the Former Issuer and the Senior Trustee entered into a Senior Indenture dated as of April 14, 2020, (the “Base Indenture” and, as amended or supplemented from time to time, the “Indenture”), providing for the issuance from time to time of Securities (as defined in the Base Indenture), including the Former Issuer’s (a) 3.125% Notes due 2030 (the “Notes due 2030”), which were issued by the Former Issuer pursuant to the First Supplemental Indenture by and between the Former Issuer and the Senior Trustee dated as of April 14, 2020 (the “First Supplemental Indenture”) and (b) 3.625% Notes due 2032 (the “Notes due 2032” and, together with the Notes due 2030, the “Relevant Securities”), which were issued by the Former Issuer pursuant to the Second Supplemental Indenture by and between the Former Issuer and the Senior Trustee dated as of March 24, 2022 (the “Second Supplemental Indenture”);

WHEREAS, Section 4.1 of each of the First Supplemental Indenture and the Second Supplemental Indenture, respectively, provides that the Former Issuer and the Senior Trustee may, without the consent of any Holders (as defined in the Indenture), agree to the substitution of any Subsidiary (as defined in the Indenture) of the Former Issuer in place of the Former Issuer as principal debtor under the Notes due 2030 and the Notes due 2032, respectively;

WHEREAS, Section 9.01(2) of the Base Indenture provides that, without the consent of any Holders, the Former Issuer and the Senior Trustee may enter into one or more indentures supplemental to the Base Indenture for the purpose of adding to the covenants of the Issuer, for the benefit of the Holders of all or any particular series of Securities;

WHEREAS, Section 9.01(3) of the Base Indenture provides that, without the consent of any Holders, the Former Issuer and the Senior Trustee may enter into one or more indentures supplemental to the Base Indenture for the purpose of adding any additional Events of Default (as defined in the Indenture) with respect to any or all series of Securities, provided that any such additional Event of Default would not cause any such series of Securities to be in default immediately upon any such addition;

WHEREAS, Section 9.01(11) of the Base Indenture provides that, without the consent of any Holders, the Former Issuer and the Senior Trustee may enter into one or more indentures supplemental to the Base Indenture for the purpose of amending or supplementing any provision in the Base Indenture which may be inconsistent with any other provision in the Base Indenture, or to make any other provisions with respect to matters or questions arising under the Base Indenture;

WHEREAS, the Substitute Issuer is a Subsidiary of the Former Issuer;

WHEREAS, the Former Issuer deems it advisable to enter into this Third Supplemental Indenture for the purposes of substituting the Substitute Issuer in place of the Former Issuer as principal debtor under the Relevant Securities and the making of a guarantee in respect of the Relevant Securities by the Former Issuer; and

WHEREAS, all conditions and requirements of the Indenture necessary to make this Third Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the mutual premises and agreements herein contained, the Former Issuer, the Substitute Issuer and the Senior Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Relevant Securities as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definition of Terms.

Unless otherwise provided herein or unless the context otherwise requires:

(a)

a term defined in the Indenture has the same meaning when used in this Third Supplemental Indenture, except as the context may otherwise require;

(b)

a term defined anywhere in this Third Supplemental Indenture has the same meaning throughout;

(c)

the singular includes the plural and vice versa; and

(d)

headings are for convenience of reference only and do not affect interpretation.

ARTICLE II
ISSUER SUBSTITUTION

Section 2.1 Substitution of the Issuer under the Indenture.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Substitute Issuer hereby agrees with the Former Issuer, the Senior Trustee and the Holders of any Relevant Securities that concurrently with the execution and delivery of this Third Supplemental Indenture by the Substitute Issuer it shall become the Issuer for the purposes of the Indenture and for purposes of all amounts due and owing on the Relevant Securities. In connection therewith, the Substitute Issuer assumes the covenants of the Former Issuer in the Indenture and the Relevant Securities.

Section 2.2. The Senior Trustee.

The Senior Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Former Issuer and the Substitute Issuer.

ARTICLE III
GUARANTEES

Section 3.1 The Guarantees. The Guarantor hereby irrevocably and unconditionally guarantees (the “Guarantees”) to each Holder of Relevant Securities and the Senior Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to, such Relevant Securities, when and as the same shall become due and payable, whether at the relevant Maturity Date, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Relevant Security and of the Indenture, including any and all amounts due and owing to the Senior Trustee and Paying Agent under the Indenture, including, without limitation, all amounts due to the Senior Trustee and the Paying Agent under Section 6.07 of the Indenture. In case of the failure of the Substitute Issuer punctually to pay any such principal, premium, interest or Additional Amounts in respect of the Relevant Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the relevant Maturity Date, upon acceleration, redemption or otherwise, and as if such payment were made by the Issuer. The aforesaid Guarantees are ones of payment and not of collection.

Section 3.2 Guarantees Unconditional, etc. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Relevant Security or the Indenture, any failure to enforce the provisions of any Relevant Security or the Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Relevant Security or the Senior Trustee, the recovery of any judgment against the Substitute Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Substitute Issuer, any right to require a proceeding first against the Substitute Issuer, protest or notice with respect to any such Relevant Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that these Guarantees will not be discharged except by payment in full of the principal of, any premium and interest on, and any Additional Amounts required with respect to, the relevant series of Relevant Securities and the complete performance of all other obligations contained in the relevant series of Relevant Securities. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that as between the Guarantor, on the one hand, and the Holders of the relevant series of Relevant Securities and the Senior Trustee, on the other hand, the relevant Maturity Date of the obligations guaranteed hereby may be accelerated as provided in Section 5.02 of the Base Indenture for the purposes of these Guarantees, notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

Section 3.3 Reinstatement.

These Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Relevant Security, in whole or in part, is rescinded or must otherwise be repaid or restored to the Substitute Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Substitute Issuer, the Guarantor or otherwise.

Section 3.4 Subrogation.

The Guarantor shall be subrogated to all rights of the Holder of any Relevant Security and/or the Senior Trustee against the Substitute Issuer in respect of any amounts paid to such Holder or the Senior Trustee by the Guarantor pursuant to the provisions of these Guarantees; provided, however, that the Guarantor shall not, without the consent of the Holders of all the Relevant Securities of the relevant series then Outstanding and the Senior Trustee, be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on, and any Additional Amounts required with respect to, all Relevant Securities of such series and the Indenture shall have been paid in full.

ARTICLE IV
MODIFICATIONS of indenture

Section 4.1 Additions to First Supplemental Indenture.

On and with effect from the date of effectiveness of this Third Supplemental Indenture, the First Supplemental Indenture is amended to include the following additional sections:

Section 2.10 Definitions.

Solely with respect to the Notes and this First Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, the definition of “Tax Event” references to the Issuer shall refer to both the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor and references to “the United Kingdom” shall be replaced with “the United Kingdom or Hong Kong”.

Section 2.11 Events of Default.

Section 2.12 Negative Pledge.

Section 2.13 Issuer May Consolidate, Etc., Only on Certain Terms.

Solely with respect to the Notes and this First Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, all references to the “Issuer” in Section 8.01 (Issuer May Consolidate, Etc., Only on Certain Terms) of the Base Indenture shall refer to both the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor, provided that, in respect of references to such guarantor, the assumption of obligations in clause (1)(B) thereof shall refer to the obligations of the guarantor in respect of the Securities.

Section 2.14 Additional Amounts.

Solely with respect to the Notes and this First Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, in Section 10.08 (Payment of Additional Amounts) of the Base Indenture (i) all references to “the United Kingdom” shall be replaced with “the United Kingdom or Hong Kong” and (ii) the reference to “payments of principal and interest by or on behalf of the Issuer” shall refer to payments of principal and interest by or on behalf of the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor.

Section 4.2 Additions to Second Supplemental Indenture.

On and with effect from the date of effectiveness of this Third Supplemental Indenture, the Second Supplemental Indenture is amended to include the following additional sections:

Section 2.10 Definitions.

Solely with respect to the Notes and this Second Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, the definition of “Tax Event” references to the Issuer shall refer to both the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor and references to “the United Kingdom” shall be replaced with “the United Kingdom or Hong Kong”.

Section 2.11 Events of Default.

Section 2.12 Negative Pledge.

Section 2.13 Issuer May Consolidate, Etc., Only on Certain Terms.

Solely with respect to the Notes and this Second Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, all references to the “Issuer” in Section 8.01 (Issuer May Consolidate, Etc., Only on Certain Terms) of the Base Indenture shall refer to both the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor, provided that, in respect of references to such guarantor, the assumption of obligations in clause (1)(B) thereof shall refer to the obligations of the guarantor in respect of the Securities.

Section 2.14 Additional Amounts.

Solely with respect to the Notes and this Second Supplemental Indenture, in the event of a substitution of the Issuer pursuant to Section 4.1 hereof, in Section 10.08 (Payment of Additional Amounts) of the Base Indenture (i) all references to “the United Kingdom” shall be replaced with “the United Kingdom or Hong Kong” and (ii) the reference to “payments of principal and interest by or on behalf of the Issuer” shall refer to payments of principal and interest by or on behalf of the new principal debtor substituted as Issuer as well as the guarantor of the obligations of such new principal debtor.

ARTICLE V
MISCELLANEOUS

Section 5.1 Benefits of Third Supplemental Indenture.

Nothing contained in this Third Supplemental Indenture shall or shall be construed to confer upon any Person other than a Holder of Relevant Securities, the Substitute Issuer, the Guarantor and the Senior Trustee any right or interest to avail itself or himself, as the case may be, of any benefit under any provision of the Indenture related to the Relevant Securities.

Section 5.2 Effective Date.

This Third Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by each of the parties hereto.

Section 5.3 Governing Law.

This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 5.4 Appointment of Agent for Service.

By the execution and delivery of this Third Supplemental Indenture, each of the Substitute Issuer and the Guarantor designates and appoints Cogency Global Inc. at 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Relevant Securities or the Indenture (as it relates to the Relevant Securities) which may be instituted in any Federal or New York State Court located in the Borough of Manhattan, City and State of New York, but for that purpose only, and agrees that service of process upon Cogency Global Inc. and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05 of the Base Indenture, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. Each of the Substitute Issuer and the Guarantor hereby submits (for the purposes of any such suit or proceedings) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and irrevocably waives, to the fullest extent it may lawfully do so, any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be irrevocable so long as any of the Relevant Securities of the relevant series remain Outstanding (as defined in the Indenture) and such appointment shall be irrevocable until the appointment with due care of a reputable successor by the Substitute Issuer and the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Substitute Issuer and the Guarantor shall notify the Senior Trustee of the name and address of such successor. Each of the Substitute Issuer and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of Cogency Global Inc. or its successor in full force and effect so long as any of the Notes shall be Outstanding. The Senior Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Substitute Issuer and the Guarantor to take any such action.

Each of the Substitute Issuer and the Guarantor agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Substitute Issuer and the Guarantor and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Substitute Issuer and the Guarantor are subject) by a suit upon such judgment, provided that service of process is effected upon the Substitute Issuer and the Guarantor in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Substitute Issuer and the Guarantor do not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section.

Notwithstanding the foregoing, any actions arising out of or relating to the Relevant Securities or the Indenture (as it relates to the Relevant Securities) may be instituted by any party hereto and, subject to the limitations set forth in Article Five of the Base Indenture, by the Holder of any Relevant Securities in any competent court in England and Wales.

Nothing in this Section shall affect the right of the Senior Trustee or any Holder of any Relevant Securities to serve process in any manner permitted by applicable law or limit the right of the Senior Trustee or any Holder of any Relevant Securities to bring proceedings against the Substitute Issuer or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Section 5.5 Counterparts.

This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 5.6 Ratification of Base Indenture.

The Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded to the Senior Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Senior Trustee in each of its capacities hereunder.

Section 5.7 Validity and Sufficiency.

The Senior Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Substitute Issuer and the Guarantor.

IN WITNESS WHEREOF, each party hereto has executed this Third Supplemental Indenture as of the day and year first before written.

PRUDENTIAL PLC, as Former Issuer and Guarantor

By:
Name:
Title:

PRUDENTIAL FUNDING (ASIA) PLC, as Substitute Issuer

By:
Name:
Title:

CITIBANK, N.A., as Senior Trustee

By:
Name:
Title:

[Signature Page to Third Supplemental Indenture]

EX-4.2 3 tm238232d2_ex4-2.htm EXHIBIT 4.2

Exhibit 4.2

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR TO THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No.

CUSIP: 744330 AA9

ISIN: US744330AA93

PRUDENTIAL FUNDING (ASIA) PLC

3.125% NOTES DUE 2030

Prudential Funding (Asia) PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of DOLLARS, as such amount may be increased or decreased as set forth on the Schedule of Increases or Decreases in the Global Note annexed hereto, on April 14, 2030 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon, from October 14, 2022, or from the most recent date to which interest has been paid or duly provided for, at the interest rate set forth in the Indenture to, but excluding, the relevant Interest Payment Date (as defined below), until the Maturity Date or earlier redemption.

Interest on this Note will be payable semi-annually in arrears on April 14 and October 14 of each year, commencing on April 14, 2023, to Holders of record on the immediately preceding March 30 or September 29, respectively. Unless previously redeemed in full prior to such time, on the Maturity Date, the Issuer will repay this Note at its principal amount, together with accrued and unpaid interest on this Note to, but excluding, the Maturity Date, and any Additional Amounts thereon.

Principal of, premium, if any, and interest on this Note will be payable, and this Note will be exchangeable and transferable, at the Corporate Trust Office; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the Person entitled to it as shown on the Security Register.

Interest on the Notes will be computed on the basis of a 360-day year comprising twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Senior Trustee referred to on the reverse hereof by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed and delivered as a deed.

	Dated: March 2, 2023

	Prudential Funding (Asia) PLC

	By:
		Name:
		Title:

	By:
		Name:
		Title:

SENIOR TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

	Dated: March 2, 2023

	CITIBANK, N.A., as Senior Trustee

	By:
		Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of securities of the Issuer designated as its “3.125% Notes due 2030” (herein sometimes referred to as the “Notes”), initially issued in the aggregate principal amount of $ , issued under and pursuant to a Senior Indenture, dated as of April 14, 2020 (the “Base Indenture”), duly executed and delivered by and between Prudential plc, as issuer, and Citibank, N.A., as senior trustee (the “Senior Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 14, 2020, duly executed and delivered by and between Prudential plc, as issuer, and the Senior Trustee (the “First Supplemental Indenture”) (such Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, dated as of March 24, 2022, duly executed and delivered by and between Prudential plc, as issuer, and the Senior Trustee and the Third Supplemental Indenture, dated as of March 2, 2023, duly executed and delivered by and among the Issuer, Prudential plc as former issuer and guarantor (the “Guarantor”) and the Senior Trustee, the “Indenture”), to which the Indenture and all subsequent indentures supplemental thereto relating to the Notes reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Senior Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Pursuant to the Indenture as supplemented by the Third Supplemental Indenture, and subject to the terms thereof, Prudential plc has guaranteed the obligations of the Issuer hereunder.

The Notes are issuable only in fully registered form without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The Notes may be redeemed at the Issuer’s option and sole discretion, in whole, but not in part, at any time upon the occurrence of a Tax Event. In a redemption of Notes following the occurrence of a Tax Event, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, and any Additional Amounts thereon.

There is no collateral support with respect to the Notes, and the Notes are not entitled to the benefit of any mandatory redemption or sinking fund.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes at any time by the Issuer and the Senior Trustee with the written consent of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains, with certain exceptions as therein provided, provisions permitting Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Senior Trustee or at such other office or agency of the Issuer as may be designated by it for such purpose in the Borough of Manhattan, the City of New York (which shall initially be an office or agency of the Senior Trustee), or at such other offices or agencies as the Issuer may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees by the Security Registrar. No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith.

Prior to due presentation of this Note for registration of transfer, the Issuer, the Senior Trustee and any agent of the Issuer or the Senior Trustee may treat the Person in whose name this Note is registered as the owner thereof for all purposes, whether or not such Note be overdue, and none of the Issuer, the Senior Trustee or any such agent shall be affected by notice to the contrary.

No recourse for the payment of the principal of (and premium, if any on) or interest on this Note and no recourse under or upon any obligation, covenant or agreement of the Issuer or the Guarantor in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Issuer or the Guarantor or any successor entity thereof, either directly or through the Issuer or the Guarantor or any successor entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of consideration for the issue hereof, expressly waived and released.

This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations in Section 2.03 of the Base Indenture on transfers and exchanges of Global Notes.

The First Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York.

All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT
			(Cust)

TEN ENT	- as tenants by the entireties	Custodian for:
			(Minor)

JT TEN	- as joint tenants with rights of survivorship and not as tenants in common	Under Uniform Gifts to Minors Act of:
			(State)

Additional abbreviations may also be used though not on the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoint _______ agent to transfer this Note on the Security Register. The agent may substitute another to act for him or her.

Dated:

Signed:

Signature Guarantee:

(Sign exactly as your name appears on the other side of this Note)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Amount of Decrease
in Stated Amount of
the Global Note

Amount of Increase
in Stated Amount of
the Global Note

Stated Amount of
the Global Note
Following Such
Decrease/Increase

Signature of
Authorized
Signatory of Senior
Trustee

Date

EX-4.3 4 tm238232d2_ex4-3.htm EXHIBIT 4.3

Exhibit 4.3

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDNACE WITH THE TERMS HEREOF AND OF THE INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR TO THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.

No.

CUSIP: 744330 AB7

ISIN: US744330AB76

PRUDENTIAL FUNDING (ASIA) LIMITED

3.625% NOTES DUE 2032

Prudential Funding (Asia) PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of DOLLARS, as such amount may be increased or decreased as set forth on the Schedule of Increases or Decreases in the Global Note annexed hereto, on March 24, 2032 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon, from September 24, 2022, or from the most recent date to which interest has been paid or duly provided for, at the interest rate set forth in the Indenture to, but excluding, the relevant Interest Payment Date (as defined below), until the Maturity Date or earlier redemption.

Interest on this Note will be payable semi-annually in arrears on March 24 and September 24 of each year, commencing on March 24, 2023, to Holders of record on the immediately preceding March 9 or September 9, respectively. Unless previously redeemed in full prior to such time, on the Maturity Date, the Issuer will repay this Note at its principal amount, together with accrued and unpaid interest on this Note to, but excluding, the Maturity Date, and any Additional Amounts thereon.

Interest on the Notes will be computed on the basis of a 360-day year comprising twelve 30-day months.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

	Dated: March 2, 2023

	Prudential Funding (Asia) PLC

	By:
		Name:
		Title:

SENIOR TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

	Dated: March 2, 2023

	CITIBANK, N.A., as Senior Trustee

	By:
		Authorized Signatory

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of securities of the Issuer designated as its “3.625% Notes due 2032” (herein sometimes referred to as the “Notes”), initially issued in the aggregate principal amount of $ , issued under and pursuant to a Senior Indenture, dated as of April 14, 2020 (the “Base Indenture”), duly executed and delivered by and between Prudential plc, as issuer, and Citibank, N.A., as senior trustee (the “Senior Trustee”), as supplemented by the Second Supplemental Indenture, dated as of March 24, 2022, duly executed and delivered by and between Prudential plc, as issuer, and the Senior Trustee (the “Second Supplemental Indenture”) (such Base Indenture as amended and supplemented by the First Supplemental Indenture, dated as of April 14, 2020, duly executed and delivered by and between Prudential plc, as issuer, and the Senior Trustee, the Second Supplemental Indenture and the Third Supplemental Indenture, dated as of March 2, 2023, duly executed and delivered by and among the Issuer, Prudential plc as former issuer and guarantor (the “Guarantor”) and the Senior Trustee, the “Indenture”), to which the Indenture and all subsequent indentures supplemental thereto relating to the Notes reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Senior Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Pursuant to the Indenture as supplemented by the Third Supplemental Indenture, and subject to the terms thereof, Prudential plc has guaranteed the obligations of the Issuer hereunder

The Notes are issuable only in fully registered form without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Prior to December 24, 2031 (three months prior to the Maturity Date) (the "Par Call Date"), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to the Redemption Date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Redemption Date.

There is no collateral support with respect to the Notes, and the Notes are not entitled to the benefit of any mandatory redemption or sinking fund.

The Second Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York.

All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT
			(Cust)

TEN ENT	- as tenants by the entireties	Custodian for:
			(Minor)

JT TEN	- as joint tenants with rights of survivorship and not as tenants in common	Under Uniform Gifts to Minors Act of:
			(State)

Additional abbreviations may also be used though not on the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoint _______ agent to transfer this Note on the Security Register. The agent may substitute another to act for him or her.

Dated:

Signed:

Signature Guarantee:

(Sign exactly as your name appears on the other side of this Note)

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Amount of Decrease
in Stated Amount of
the Global Note

Amount of Increase
in Stated Amount of
the Global Note

Stated Amount of
the Global Note
Following Such
Decrease/Increase

Signature of
Authorized
Signatory of Senior
Trustee

Date