a9786m
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 September, 2021
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrant's name into English)
1 Angel Court, London,
England, EC2R 7AG
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F X
Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in connection with Rule 12g3-2(b): 82-
This announcement is not for release, publication, distribution,
directly or indirectly, in or into the United States or any other
jurisdiction where such distribution is prohibited by
law.
NEWS
RELEASE
25
September 2021
ANNOUNCEMENT OF OFFER PRICE
Reference is made to the Prospectus and formal
notice published by Prudential plc ("Prudential") on Monday, 20 September 2021. Capitalised terms
used below shall have the same meaning as given to them in the
Prospectus.
On 20 September 2021, Prudential announced that it
was raising up to 5 per cent. of its issued share capital, or up to
approximately 130.8 million new shares, through a concurrent Hong
Kong public offer and international placing (together the
"Share
Offer").
Prudential
announces that the final offer prices for both the Public Offer and
the Placing have been set at HK$143.8 per Offer Share (the "Offer
Price"). Applicants are required to pay, in addition to the
application monies for the number of Offer Shares which they have
applied for, brokerage of 1 per cent., SFC transaction levy of
0.0027 per cent. and HK Stock Exchange trading fee of 0.005 per
cent.
Dealings
in the Offer Shares on the Main Board of the HK Stock Exchange are
expected to commence at 9:00 am (Hong Kong time) on Monday, 4
October 2021, subject to approval from the HK Stock Exchange for
the listing of and permission to deal in the Offer
Shares.
The
Offer Shares are expected to be admitted to the premium listing
segment of the Official List and the Main Market of the London
Stock Exchange at 8:00 am (UK time) on Monday, 4 October 2021,
subject to approvals from the Financial Conduct Authority and the
London Stock Exchange for the listing of the Offer Shares.
Admission to listing of the Offer Shares on the Singapore Stock
Exchange is expected to take effect at 9:00 am (Singapore time) on
Monday, 4 October 2021, subject to confirmation from the Singapore
Stock Exchange for the listing of the Offer Shares.
Based on the Offer Price, the net proceeds from
the Share Offer are estimated to be approximately HK$18.5 billion
or US$2.4 billion1,
after deducting the estimated underwriting fees and other expenses
payable. The majority of the net proceeds (approximately HK$17.5
billion or US$2.25 billion1)
from the Share Offer is expected to be used to redeem existing high
coupon debt within six months following the date of the Prospectus,
with the remaining net proceeds expected to contribute to
Prudential's central stock of liquidity, in order to further
increase Prudential's financial flexibility.
Mike Wells, Group Chief Executive, Prudential plc
said: "Prudential is a growth
business exclusively focused on the unmet health, financial
protection and savings needs of people in Asia and
Africa. Our
strategy is aligned with the supportive structural trends which
drive demand for the savings and protection products which we
provide. We have a consistent track record of growth. Our Share
Offer allows investors to join us on our journey as we execute our
strategy which we believe will result in long-term delivery of
future shareholder returns through value appreciation, with a focus
on achieving long-term double-digit growth in embedded value per
share."
Prudential expects to make a further announcement regarding the
level of indications of interest in the Placing, the level of
applications under the Public Offer, the Employee Preferential
Offering and the Agent Preferential Offering and the basis of
allocation of the Public Offer Shares, the Employee Reserved Shares
and the Agent Reserved Shares on Thursday, 30 September
2021.
1 Based
on an exchange rate of US$1.00 = HK$7.79 as at 24 September
2021.
Notes to Editors
Enquiries:
Media Investors/Analysts
Addy
Frederick +44 (0)20
3977
9399
Patrick
Bowes
+44 (0)20 3977 9702
Ping
Ping Tan
+65 9654
8954
William
Elderkin +44 (0)20
3977 9215
About Prudential plc
Prudential
plc provides life and health insurance and asset management, with a
focus on Asia and Africa. The business helps people get the most
out of life, by making healthcare affordable and accessible and by
promoting financial inclusion. Prudential protects people's wealth,
helps them grow their assets, and empowers them to save for their
goals. The business has more than 17 million life customers in Asia
and Africa and is listed on stock exchanges in London, Hong Kong,
Singapore and New York. Prudential is not affiliated in any manner
with Prudential Financial, Inc. a company whose principal place of
business is in the United States of America, nor with The
Prudential Assurance Company Limited, a subsidiary of M&G plc,
a company incorporated in the United Kingdom.
Disclaimers
This
announcement is for information purposes only and does not
constitute an offer or an invitation to induce an offer by any
person to acquire, purchase or subscribe for any securities. This
announcement is not a prospectus. Potential investors should read
the Prospectus for detailed information about the Share Offer
described below before deciding whether or not to invest in the
Shares.
This announcement does not contain or constitute, and is not, an
offer to sell or a solicitation of any offer to buy securities in
Hong Kong, the United States or any other jurisdiction. Any such
offer or invitation will be made only by means of a prospectus that
may be obtained from Prudential (if published) and that will
contain detailed information about Prudential and management, as
well as financial statements, and only in jurisdictions in which
such offer or invitation may legally and validly be made. The
publication, distribution or release of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein may
come should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The
Offer Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the securities laws of any state or other
jurisdiction of the United States and may not be offered or sold,
pledged or transferred within the United States or to, or for the
account or benefit of, any U.S. Persons (as defined in Regulation S
under the U.S. Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state or
local securities laws. Prudential does not intend to register the
Offer Shares in the United States or to conduct a public offering
of securities in the United States.
In
the United Kingdom, this announcement is being distributed only to,
and is directed only at, persons who: (A) (i) are "investment
professionals" specified in Article 19(5) of the Financial Services
and Markets Act (Financial Promotion) Order 2005 (the "Order") or
(ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order or (iii) are other persons to whom it may otherwise
lawfully be communicated; and (B) are "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 (all such
persons together being referred to as "Relevant Persons"). In the
European Economic Area (the "EEA"), this announcement is addressed
only to and directed only at, persons in member states who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified
Investors"). This announcement must not be acted on or relied on
(i) in the United Kingdom, by persons who are not Relevant Persons,
and (ii) in any member state of the EEA, by persons who are not
Qualified Investors. Any investment or investment activity to which
this announcement relates is available only to: (i) in the United
Kingdom, Relevant Persons; and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such
persons.
Potential
investors of the Offer Shares should note that the Joint Global
Coordinators (for themselves and on behalf of the Public Offer
Underwriters) are entitled, by giving a joint notice in writing to
Prudential, to terminate the Public Offer Underwriting Agreement
upon the occurrence of any of the events set out in the section
headed "Underwriting - Underwriting arrangements and expenses -
Public Offer - Grounds for termination of the Public Offer
Underwriting Agreement" in the Prospectus, at any time prior to
8:00 a.m. (Hong Kong time) on the Listing Date (which is currently
expected to be on Monday, 4 October 2021).
UK Product Governance Requirements
Solely
for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the UK Product
Governance Rules) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail clients, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA"), (b) investors who meet the criteria of
professional clients as defined in Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the EUWA and (c)
eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom.
The
UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Placing
Underwriters will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
Forward-looking statements
This
announcement may contain 'forward-looking statements' with respect
to certain of Prudential's plans and its goals and expectations
relating to its future financial condition, performance, results,
strategy and objectives. Statements that are not historical facts,
including statements about Prudential's beliefs and expectations
and including, without limitation, statements containing the words
'may', 'will', 'should', 'continue', 'aims', 'estimates',
'projects', 'believes', 'intends', 'expects', 'plans', 'seeks' and
'anticipates', and words of similar meaning, are forward-looking
statements. These statements are based on plans, estimates and
projections as at the time they are made and speak only as of the
date on which they are made, and therefore undue reliance should
not be placed on them. By their nature, all forward-looking
statements involve risk and uncertainty. Prudential expressly
disclaims any obligation to update any of the forward-looking
statements contained in this announcement or any other
forward-looking statements it may make, whether as a result of
future events, new information or otherwise except as required
pursuant to the UK Prospectus Rules, the UK Listing Rules, the UK
Disclosure and Transparency Rules, the Hong Kong Listing Rules, the
SGX-ST listing rules or other applicable laws and
regulations.
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.
Date: 27 September 2021
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By: /s/ Mark FitzPatrick
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Mark
FitzPatrick
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Group
Chief Financial Officer and Chief Operating Officer
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