TIDMPRU
RNS Number : 2281M
Prudential PLC
19 September 2021
Publication of the Prudential plc Hong Kong Public Offer
Prospectus
Further to the announcement made on 18 September 2021 in the UK
(and 19 September 2021 in Hong Kong) in relation to its concurrent
Hong Kong public offer and international placing, Prudential plc
has today published a prospectus for the Public Offer which is
available on the Hong Kong Stock Exchange website at
www.hkexnews.hk and Prudential's website at www.prudentialplc.com .
Unless otherwise defined in this announcement, capitalised terms
shall have the same meanings as those defined in the
Prospectus.
The concurrent Hong Kong public offer (the "Public Offer") and
international placing (the "Placing"), together being the Share
Offer, is expected to raise up to 5 per cent. of Prudential's
issued share capital (1) , or up to approximately 130.8 million
shares, on the Main Board of the Stock Exchange of Hong Kong. The
Public Offer, which consists of an initial offer of approximately
6.5 million shares but may be upsized to approximately 32.7 million
shares, is only available to Hong Kong residents, and includes a
preferential offer to eligible employees and agents of up to
approximately 1.3 million shares.
Applications for the Public Offer Shares will commence on
Monday, 20 September 2021. The Public Offer Price and the Placing
Offer Price are expected to be determined on or around Saturday, 25
September 2021. The Public Offer Price will be subject to a maximum
Public Offer Price of HK$172 per Public Offer Share.
The application results will be announced on Thursday, 30
September 2021. Dealings in new shares are expected to commence on
the Main Board of the Stock Exchange of Hong Kong at 9:00 am Hong
Kong time on Monday, 4 October 2021. The shares will be traded in
board lots of 50 shares each.
The Public Offer has been underwritten by Citi, Goldman Sachs,
CLSA Limited and HSBC as Joint Global Coordinators and Joint
Bookrunners. BofA Securities, Credit Suisse, UBS and UOB Kay Hian
are also acting as Joint Bookrunners. Rothschild & Co is acting
as Financial Adviser. (2)
Subject to the granting of listing of, and permission to deal
in, the Offer Shares on the Main Board of the Hong Kong Stock
Exchange, the Offer Shares will be accepted as eligible securities
by HKSCC for deposit, clearance and settlement in CCASS with effect
from the commencement date of dealings in the Offer Shares or such
other date as determined by HKSCC. Settlement of transactions
between participants of the Hong Kong Stock Exchange on any trading
day is required to take place in CCASS on the second trading day
thereafter. All activities under CCASS are subject to the General
Rules of CCASS and CCASS Operational Procedures in effect from time
to time. All necessary arrangements have been made to enable the
Offer Shares to be admitted into CCASS.
Applications by qualifying Hong Kong residents for Public Offer
Shares should be made through the designated
eIPO website using the following URL www.eipo.com.hk .
(1) Total issued ordinary share capital as at 1 April 2021.
(2) Marketing names are used in this paragraph.
Notes to Editors
Enquiries:
Media Investors/Analysts
+44 (0)20 3977 +44 (0)20 3977
Addy Frederick 9399 Patrick Bowes 9702
+44 (0)20 3977
Ping Ping Tan +65 9654 8954 William Elderkin 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 above before deciding whether or not to invest in the
Offer Shares.
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. 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.
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.
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