TIDMPRU
RNS Number : 9784M
Prudential PLC
25 September 2021
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
billion(1) , 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 billion(1) ) 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.
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END
IOEFZGZLNKZGMZM
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