TIDMPRU
RNS Number : 2419Z
Prudential PLC
16 May 2019
RNS Number: 2419Z
Prudential plc
16 May, 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Nothing in this ANNOUNCEMENT constitutes an offer to buy or the
solicitation of an offer to sell securities in any
jurisdiction.
Invitations by Prudential plc
in respect of certain dated tier 2 notes
Prudential plc (the "Company") has today extended an invitation
to the Eligible Holders (as defined below) of its outstanding
GBP600,000,000 5.00 per cent. Dated Tier 2 Notes due 2055 (the
"2055 Notes") and its outstanding GBP700,000,000 5.70 per cent.
Dated Tier 2 Notes due 2063 (the "2063 Notes" and, together with
the 2055 Notes, the "Notes" and each a "Series") to consider and,
if thought fit, vote in respect of certain modifications to the
terms and conditions of such notes and the entry into certain
supplemental trust deeds in connection therewith (the
"Proposal").
This announcement does not contain the full terms and conditions
of the Proposal, which are contained in the consent solicitation
memorandum dated 16 May, 2019 (the "Memorandum") prepared by the
Company. Subject to the restrictions described below and more fully
described in the Memorandum, Eligible Holders may obtain a copy of
the Memorandum from the Tabulation Agent, the contact details for
which are set out below. In order to receive a copy of the
Memorandum, a Holder will be required to provide certain
confirmations as to his or her status as a Holder, including that
he or she is an Eligible Holder. Eligible Holders are advised to
read carefully the Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Memorandum.
Description of the Notes
Description of ISIN First Outstanding Voting Fee Early Total early Coupon
the Notes Optional nominal amount * Voting voting Increase
Call Date Amount consideration ***
* *
** **
---------------- -------------- ----------- ---------------- ----------- ----------- -------------- -----------
GBP600,000,000
5.00 per cent.
Dated Tier 2 20 July, 0.56 per
Notes due 2055 XS1243995302 2035 GBP600,000,000 2.125 6.375 8.50 cent.
---------------- -------------- ----------- ---------------- ----------- ----------- -------------- -----------
GBP700,000,000
5.70 per cent. 19
Dated Tier 2 December, 0.64 per
Notes due 2063 XS1003373047 2043 GBP700,000,000 3.25 10.00 13.25 cent.
---------------- -------------- ----------- ---------------- ----------- ----------- -------------- -----------
* Expressed as a percentage of the nominal amount of the Notes
which are the subject of the Instruction.
** Eligible Holders who submit an Instruction (as defined below)
(whether in favour of or against the relevant Extraordinary
Resolution (as defined below)) in relation to any of their Notes
which is received by the Tabulation Agent prior to 5.00 p.m.
(London Time) on 31 May, 2019 (being the Early Voting Deadline)
will be eligible to receive a total early voting consideration
which comprises: (i) any applicable Voting Fee(s), and (ii) any
applicable Early Voting Amount(s), subject as further described in
the Memorandum. Only Eligible Holders may deliver a valid
Instruction and, therefore, only Eligible Holders may receive any
Voting Fee or Early Voting Amount.
*** If the relevant Extraordinary Resolution is passed, the
other applicable Consent Conditions (as defined below) are
satisfied and the relevant amendment is subsequently implemented in
respect of the relevant Series then, on and from the Payment Date,
a coupon increase will be implemented by virtue of each of: (i) the
coupon on the relevant Series up to (but excluding) the First
Optional Call Date in respect of that Series; and (ii) the relevant
Reset Margin to be used in the determination of the Rate of
Interest applicable to that Series in any subsequent period(s)
being increased by the amount (expressed as a percentage of the
nominal amount of the Notes) shown in this column.
The Proposal has been considered by a Special Committee (the
"Special Committee") of The Investment Association at the request
of the Company. The members of the Special Committee, who hold in
aggregate approximately 27.37 per cent. of the aggregate nominal
amount of the 2055 Notes currently outstanding and approximately
45.25 per cent. of the aggregate nominal amount of the 2063 Notes
currently outstanding, have examined the Proposal. They have
informed the Company that: (i) they find the Proposal acceptable;
and (ii) subject to client and other approvals, they intend to vote
in favour of the Proposal in respect of their holdings of Notes.
The Special Committee has advised the Company that this
recommendation relates only to the proposals set out in the
Memorandum with respect to the Notes and not to any future offers
or proposals which the Company may make.
Rationale for the Proposal
In March 2018, the Company announced its intention to demerge
its UK and Europe business ("M&GPrudential"), resulting in two
separately-listed companies (the "Demerger"). On completion of the
Demerger, shareholders will hold interests in both the Company and
M&GPrudential.
The 2055 Notes are currently recognised and valued as tier 2
basic own funds under Commission Delegated Regulation (EU) No.
2015/35 of 10 October 2014 (the "Solvency II Regulation"),
supplementing Directive 2009/138/EC of the European Parliament and
of the Council of the European Union of 25 November 2009 on the
taking up and pursuit of business of insurance and reinsurance (the
"Solvency II Directive" and, together with the Solvency II
Regulation, "Solvency II"). The 2063 Notes are currently recognised
and valued as tier 2 basic own funds until 31 December, 2025 as a
result of the Solvency II transitional provisions but, unless the
2063 Note Conditions are amended appropriately, this recognition
will cease after 31 December, 2025.
If the Demerger is completed, the regulatory capital
requirements of the Company (if any) will not fall to be assessed
by reference to the requirements of Solvency II. It is currently
expected, however, that the regulatory capital requirements of
M&GPrudential will fall to be assessed by reference to the
requirements of Solvency II (subject to any changes to the legal
and regulatory regime applicable to insurance businesses in the
United Kingdom following the withdrawal of the United Kingdom from
the European Union).
Prior to the Demerger, the Company and its subsidiaries expect
to rebalance existing debt capital across the Company and
M&GPrudential. In connection with this rebalancing, and in
light of the regulatory capital status of the Notes and the capital
regimes expected to apply to each of the Company and
M&GPrudential (if any) following the Demerger, it is intended
that (subject to the approval by the Holders of the relevant Series
of the 2055 Note Amendment or the 2063 Note Amendment (in each
case, as defined below), as applicable, and the subsequent
implementation of such Amendment) a subsidiary of the Company which
acts as the holding company of M&GPrudential ("New
M&GPrudential HoldCo") will be substituted as the principal
debtor under the Notes of the relevant Series on or prior to the
Demerger, at the sole discretion of the Company and subject only to
certain conditions (any such substitution being the
"Substitution").
In order to ensure that the 2063 Notes are capable of
recognition and valuation as tier 2 basic own funds of New
M&GPrudential HoldCo under Solvency II following any such
Substitution, it is also intended that (subject to the approval by
the Holders of the 2063 Notes of the 2063 Note Amendment and the
subsequent implementation of the 2063 Note Amendment) the terms and
conditions of the 2063 Notes will be modified in order to be
Solvency II compliant without reliance on the Solvency II
transitional provisions (the "Solvency II Modifications").
The Substitution and (in the case of the 2063 Notes) the
Solvency II Modifications are expected to ensure that the Notes can
support the Solvency II capital requirements of M&GPrudential.
The Proposal is therefore intended to amend the issuer substitution
condition applicable to the Notes to permit such Substitution and
(in the case of the 2063 Notes) to implement the Solvency II
Modifications.
In connection with the amendments described above, the Company
also intends to increase the coupon (and the associated margin used
in the determination of any coupon after the First Optional Call
Date) applicable to the 2055 Notes by 0.56 per cent. and to
increase the coupon (and the associated margin used in the
determination of any coupon after the First Optional Call Date)
applicable to the 2063 Notes by 0.64 per cent.. These increases are
subject to the relevant Extraordinary Resolution being passed, the
other applicable Consent Conditions being satisfied and the
relevant amendment subsequently being implemented in respect of the
relevant Series and will not be conditional upon the Substitution
in respect of such Series.
Ratings
The Company has received confirmation from Fitch that the
implementation of the 2055 Note Amendment would not cause a
downgrade or removal of the ratings of the 2055 Notes. The
prevailing policies of Moody's and S&P are not to provide
similar rating confirmations. However, it is the Company's
expectation that the implementation of the 2055 Note Amendment
would result in the 2055 Notes being rated on the same basis as the
substitutable dated Tier 2 notes issued by the Company on 3
October, 2018 (being A3 by Moody's and BBB by S&P).
The Company has received confirmation from Fitch that the
implementation of the 2063 Note Amendment would not cause a
downgrade or removal of the ratings of the 2063 Notes. The
prevailing policies of Moody's and S&P are not to provide
similar rating confirmations. However, it is the Company's
expectation that the implementation of the 2063 Note Amendment
would result in the 2063 Notes being rated on the same basis as the
substitutable dated Tier 2 notes issued by the Company on 3
October, 2018 (being A3 by Moody's and BBB by S&P).
Key terms and conditions of the Proposal
The Company has invited Eligible Holders of each Series to
instruct the Principal Paying Agent to appoint one or more
representatives of the Tabulation Agent as their proxy to attend a
meeting convened in respect of the relevant Series (each a
"Meeting") and to vote in the manner specified in such Instruction
in respect of an extraordinary resolution proposed by the Company
(the details of which are set out in full in the Memorandum and are
summarised below). Among other things, the Extraordinary Resolution
for each Series provides for the Trustee to be authorised, directed
and requested to execute a supplemental trust deed in respect of
each Series in order to supplement the Trust Deed to (i) (in the
case of the 2055 Notes) amend Conditions 15.4 and 17 of the 2055
Note Conditions in order to provide for the Substitution and amend
the 2055 Final Terms (as defined below) to increase the Initial
Rate of Interest and the Reset Margin applicable to the 2055 Notes
and (ii) (in the case of the 2063 Notes) amend Conditions 15.3 and
17 of the 2063 Note Conditions in order to provide for the
Substitution, give effect to the Solvency II Modifications and
connected updates and amend the 2063 Final Terms (as defined below)
to increase the Initial Rate of Interest and the Reset Margin
applicable to the 2063 Notes.
Amendment of the 2055 Notes
If the extraordinary resolution proposed by the Company in
respect of the 2055 Notes (the "2055 Extraordinary Resolution") is
passed, the other applicable Consent Conditions (as defined below)
are satisfied and the amendment referred to therein is subsequently
implemented (the "2055 Note Amendment"), the terms and conditions
of the 2055 Notes (the "2055 Note Conditions") and the final terms
document executed by the Company and dated 5 June, 2015, which
forms part of the 2055 Note Conditions (the "2055 Final Terms"),
will be modified by:
(i) the addition of new paragraphs (b) to (d) of Condition 15.4
of the 2055 Note Conditions;
(ii) the addition of certain definitions to Condition 17 of the 2055 Note Conditions; and
(iii) amending the Initial Rate of Interest currently specified
in the 2055 Final Terms (with such amended Initial Rate of Interest
taking effect on and from the Payment Date) and amending the Reset
Margin currently specified in the 2055 Final Terms, in order, in
each case, to give effect to an increase in coupon of 0.56 per
cent.,
with no other amendments being made to the 2055 Note Conditions
or the 2055 Final Terms.
Eligible Holders should refer to the full text of the proposed
amendments to the 2055 Note Conditions, which is set out in the
Memorandum.
The modifications proposed to Conditions 15.4 and 17 of the 2055
Note Conditions are consistent with the terms and conditions of the
tier 2 notes currently set out in the Company's GBP10,000,000,000
Medium Term Note Programme, which, since June 2018, have contained
a substitution condition equivalent to that contained in the
amendment referred to in the Extraordinary Resolution.
The modifications to the 2055 Final Terms that will be made if
the 2055 Note Amendment is implemented will increase the coupon
(and the Reset Margin) on the 2055 Notes by 0.56 per cent..
In accordance with Condition 15.1 of the 2055 Note Conditions,
the 2055 Note Amendment will not be implemented until the Company
has given prior notice to the Prudential Regulation Authority (the
"PRA") of, and the PRA has given its prior approval or consented
to, such implementation. As at the date of this announcement, the
PRA has been notified of the proposal to implement the 2055 Note
Amendment and has not raised any objections in principle.
Amendment of the 2063 Notes
If the extraordinary resolution proposed by the Company in
respect of the 2063 Notes (the "2063 Extraordinary Resolution" and,
together with the 2055 Extraordinary Resolution, the "Extraordinary
Resolutions") is passed, the other applicable Consent Conditions
(as defined below) are satisfied and the amendment referred to
therein is subsequently implemented (the "2063 Note Amendment", the
terms and conditions of the 2063 Notes (the "2063 Note Conditions")
and the final terms document included in the drawdown prospectus
issued by the Company on 13 December, 2013 in respect of the 2063
Notes, which forms part of the 2063 Note Conditions (the "2063
Final Terms"), will be modified by:
(i) the addition of new paragraphs (b) to (d) of Condition 15.3
of the 2063 Note Conditions;
(ii) the addition of certain definitions to Condition 17 of the 2063 Note Conditions;
(iii) the amendment of the 2063 Note Conditions to give effect
to the Solvency II Modifications and connected updates; and
(iv) amending the Initial Rate of Interest currently specified
in the 2063 Final Terms (with such amended Initial Rate of Interest
taking effect on and from the Payment Date) and amending the Reset
Margin currently specified in the 2063 Final Terms, in order, in
each case, to give effect to an increase in coupon of 0.64 per
cent.,
with no other amendments being made to the 2063 Note Conditions
or the 2063 Final Terms.
Eligible Holders should refer to the full text of the proposed
amendments to the 2063 Note Conditions, which is set out in the
Memorandum.
The modifications proposed to Conditions 15.3 and 17 of the 2063
Note Conditions (in the case of Condition 17, insofar as they
relate to the addition of the definitions of "Holding Company",
"M&GPrudential" and "New M&GPrudential HoldCo") are
consistent with the terms and conditions of the tier 2 notes
currently set out in the Company's GBP10,000,000,000 Medium Term
Note Programme.
The remainder of the modifications proposed to the 2063 Note
Conditions are the Solvency II Modifications or connected updates.
In each case, such modifications are consistent with the terms and
conditions of the tier 2 notes currently set out in the Company's
GBP10,000,000,000 Medium Term Note Programme. For ease of
reference, these modifications can be summarised as follows:
(i) the inclusion of a specific reference to a Minimum Capital
Requirement (as defined therein) in all circumstances in which the
2063 Note Conditions currently refer to the Solvency Capital
Requirement (as defined in the 2063 Note Conditions), including,
without limitation, in respect of Condition 3.2 of the 2063 Note
Conditions (which, if the 2063 Note Amendment is implemented, will
additionally specify that all payments under or arising from the
2063 Notes will be conditional upon the Company satisfying the
Minimum Capital Requirement (as defined therein));
(ii) the inclusion of a proviso that the Company may only redeem
or purchase the 2063 Notes if on, and immediately following, the
relevant date of redemption or purchase, no Insolvent Insurer
Winding-up (as defined therein) has occurred and is continuing
(unless otherwise permitted by the PRA); and
(iii) updates to certain definitions, the removal of redundant
references and the alignment of certain conditions to those found
in the terms and conditions of the tier 2 notes currently set out
in the Company's GBP10,000,000,000 Medium Term Note Programme.
The modifications to the 2063 Final Terms that will be made if
the 2063 Note Amendment is implemented will increase the coupon
(and the Reset Margin) on the 2063 Notes by 0.64 per cent.
The 2063 Note Amendment will not be implemented until the
Company has given prior notice to the PRA of, and the PRA has given
its prior approval or consented to, such implementation. As at the
date of this announcement, the PRA has been notified of the
proposal to implement the 2063 Note Amendment and has not raised
any objections in principle.
The Company is under no obligation to seek to implement the 2055
Note Amendment and/or the 2063 Note Amendment, even if either or
both of the Extraordinary Resolutions is or are passed and the
other relevant Consent Conditions are satisfied.
Eligible Holders
The Memorandum is only being distributed to and the Proposal is
only being made to each Holder who is (a) located and resident
outside the United States and not a U.S. person (as defined in
Regulation S under the Securities Act) and (b) otherwise a person
to whom the Proposal can be lawfully made and that may lawfully
participate in the Proposal (each an "Eligible Holder").
Voting Fee and Early Voting Amount
Eligible Holders who submit a valid instruction in accordance
with the terms and conditions set out in the Memorandum (each an
"Instruction") (whether in favour of or against the relevant
Extraordinary Resolution) in relation to any of their Notes which
is received by the Tabulation Agent prior to the Final Voting
Deadline (as set out below) will be eligible to receive the
applicable Voting Fee (as set out in the table above) in relation
to such Notes, subject to: (i) the Instruction not being revoked
(in the limited circumstances in which such revocations are
permitted); (ii) the relevant Extraordinary Resolution being passed
and the other relevant Consent Conditions being satisfied; and
(iii) the amendment referred to in the relevant Extraordinary
Resolution subsequently being implemented.
Eligible Holders who submit an Instruction (whether in favour of
or against the relevant Extraordinary Resolution) in relation to
any of their Notes which is received by the Tabulation Agent prior
to the Early Voting Deadline (as set out below) will be eligible to
receive the applicable Early Voting Amount (as set out in the table
above) in relation to such Notes, subject to: (i) the Instruction
not being revoked (in the limited circumstances in which such
revocations are permitted); (ii) the relevant Extraordinary
Resolution being passed and the other relevant Consent Conditions
being satisfied; and (iii) the amendment referred to in the
relevant Extraordinary Resolution subsequently being implemented.
Any applicable Early Voting Amount shall be paid in addition to the
applicable Voting Fee.
Payment of any Voting Fee and Early Voting Amounts due to
Eligible Holders in accordance with the terms of the Proposal will
be made on the Payment Date (as set out below).
Ineligible Holder Payment
Any Holder who is not an Eligible Holder, on the basis that such
Holder is either (i) a U.S. person and/or located or resident in
the United States and/or (ii) a person to whom the Proposal cannot
otherwise be lawfully made or that may not lawfully participate in
the Proposal (each an "Ineligible Holder"), may not participate in
the Proposal or be eligible to receive the applicable Voting Fee
and/or the applicable Early Voting Amount.
However, to the extent permitted by applicable laws and
regulations, and as more fully described in the relevant Notice (as
defined below):
(i) Ineligible Holders who submit an Ineligible Holder
Confirmation (as defined below) in relation to any of their Notes
which is received by the Tabulation Agent prior to 5.00 p.m.
(London Time) on 5 June, 2019 (the "Ineligible Instruction
Deadline") will be eligible to receive an amount equal to 2.125 per
cent. of the nominal amount of the 2055 Notes and/or 3.25 per cent.
of the nominal amount of the 2063 Notes, as applicable, (each an
"Final Ineligible Holder Payment"), subject to the relevant
Extraordinary Resolution being passed at the relevant Meeting (or
any adjourned Meeting), the other relevant Consent Conditions being
satisfied and the amendments set out in the relevant Extraordinary
Resolution being implemented; and
(ii) Ineligible Holders who submit an Ineligible Holder
Confirmation in relation to any of their Notes which is received by
the Tabulation Agent prior to 5.00 p.m. (London Time) on 31 May,
2019 will be eligible to receive an additional amount equal to
6.375 per cent. of the nominal amount of the 2055 Notes and/or
10.00 per cent. of the nominal amount of the 2063 Notes, as
applicable, (each an "Early Ineligible Holder Payment" and,
together with the Final Ineligible Holder Payment, an "Ineligible
Holder Payment"), subject to the relevant Extraordinary Resolution
being passed at the relevant Meeting (or any adjourned Meeting),
the other relevant Consent Conditions being satisfied and the
amendments set out in the relevant Extraordinary Resolution being
implemented. Any applicable Early Ineligible Holder Payment will be
paid in addition to the applicable Final Ineligible Holder
Payment.
The Notes are held by a common safekeeper for Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking SA ("Clearstream,
Luxembourg"). The submission of Ineligible Holder Confirmations
will be deemed to have occurred upon receipt by the Tabulation
Agent from Euroclear or Clearstream, Luxembourg, as applicable, of
a valid confirmation (an "Ineligible Holder Confirmation")
submitted in accordance with the requirements of Euroclear or
Clearstream, Luxembourg, as applicable.
Where payable, applicable Ineligible Holder Payments are
expected to be paid by the Company to the relevant Ineligible
Holders by no later than the fifth business day following the
implementation of the amendments set out in the relevant
Extraordinary Resolution.
This announcement does not contain the full terms and conditions
of the Proposal, which are contained in the Memorandum. Eligible
Holders are advised to read carefully the Memorandum.
Indicative timetable
The following indicative timetable sets out expected dates and
times of the key events in relation to the Proposal. This is
subject to change and will depend, among other things, on timely
receipt (and non-revocation) of Instructions, the right of the
Company to extend, re-open, amend and/or withdraw the Proposal in
respect of either or both Series (other than the terms of the
Extraordinary Resolutions) as described in the Memorandum and the
passing of the Extraordinary Resolutions and the satisfaction of
the other applicable Consent Conditions at the first Meeting for
each Series. Accordingly, the actual timetable may differ
significantly from the timetable below.
Date and time Event
----------------------------------- --------------------------------
16 May, 2019 Commencement of the Proposal
5.00 p.m. (London Time) on Early Voting Deadline
31 May, 2019
5.00 p.m. (London Time) on Final Voting Deadline
5 June, 2019
10.00 a.m. (London Time) on 2055 Noteholders' Meeting
10 June, 2019 2063 Noteholders' Meeting
10.15 a.m. (London Time) on
10 June, 2019
As soon as reasonably practicable Announcement of results of
after conclusion of both Meetings both Meetings and whether
or not the applicable Consent
Conditions have been satisfied
No later than the fifth Business Payment Date in respect of
Day following implementation relevant Notes
of the Amendment (or any part
of the Amendment)
The deadlines set by any intermediary or the Clearing Systems
for the submission and (in the limited circumstances in which
revocation is permitted) revocation of Instructions in respect of
the Proposal will be earlier than certain of these deadlines.
Eligible Holders should contact the intermediary through which they
hold their Notes as soon as possible to ensure proper and timely
delivery of Instructions.
2055 Noteholders' Meeting
The initial 2055 Noteholders' Meeting will be held at the
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on
10 June, 2019 at 10.00 a.m. (London time).
At the 2055 Noteholders' Meeting, Holders of the 2055 Notes will
be asked to consider and, if thought fit, pass the 2055
Extraordinary Resolution, as described more fully in the Memorandum
and the notice convening the 2055 Noteholders' Meeting (the "2055
Notice").
The 2055 Noteholders' Meeting will require a quorum of one or
more persons holding or representing in the aggregate a clear
majority in nominal amount of the 2055 Notes for the time being
outstanding, provided that if the initial 2055 Noteholders' Meeting
is adjourned, the quorum at such adjourned 2055 Noteholders'
Meeting will be one or more persons being or representing Holders
of the 2055 Notes whatever the nominal amount of the 2055 Notes for
the time being outstanding so held or represented by them. Any
adjournment of the 2055 Noteholders' Meeting will be for a period
of not less than 13 clear days nor more than 42 clear days, and
will be conditional on at least 10 clear days' notice being given
to Holders of the 2055 Notes.
To be passed at the 2055 Noteholders' Meeting, or an adjourned
2055 Noteholders' Meeting, the 2055 Extraordinary Resolution will
require a majority consisting of not less than three-fourths of the
persons voting thereat upon a show of hands or if a poll is duly
demanded by a majority consisting of not less than three-fourths of
the votes cast on such poll.
Eligible Holders should note that submission of an Instruction
will remain valid in respect of any adjourned 2055 Noteholders'
Meeting.
If passed, the 2055 Extraordinary Resolution shall be binding on
Holders of 2055 Notes, whether or not they are present at the 2055
Noteholders' Meeting.
Holders of the 2055 Notes should refer to the 2055 Notice for
full details of the procedures in relation to the 2055 Noteholders'
Meeting.
2063 Noteholders' Meeting
The initial 2063 Noteholders' Meeting will be held at the
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on
10 June, 2019 at 10.15 a.m. (London time).
At the 2063 Noteholders' Meeting, Holders of the 2063 Notes will
be asked to consider and, if thought fit, pass the 2063
Extraordinary Resolution, as described more fully in the Memorandum
and the notice convening the 2063 Noteholders' Meeting (the "2063
Notice" and, together with the 2055 Notice, the "Notices").
The 2063 Noteholders' Meeting will require a quorum of one or
more persons holding or representing in the aggregate not less than
two-thirds of the nominal amount of the 2063 Notes for the time
being outstanding, provided that if the initial 2063 Noteholders'
Meeting is adjourned, the quorum at such adjourned 2063
Noteholders' Meeting will be one or more persons holding or
representing in the aggregate not less than one-third of the
nominal amount of the 2063 Notes for the time being outstanding.
Any adjournment of the 2063 Noteholders' Meeting will be for a
period of not less than 13 clear days nor more than 42 clear days,
and will be conditional on at least 10 clear days' notice being
given to Holders of the 2063 Notes.
To be passed at the 2063 Noteholders' Meeting, or an adjourned
2063 Noteholders' Meeting, the 2063 Extraordinary Resolution will
require a majority consisting of not less than three-fourths of the
persons voting thereat upon a show of hands or if a poll is duly
demanded by a majority consisting of not less than three-fourths of
the votes cast on such poll.
Eligible Holders should note that submission of an Instruction
will remain valid in respect of any adjourned 2063 Noteholders'
Meeting.
If passed, the 2063 Extraordinary Resolution shall be binding on
Holders of 2063 Notes, whether or not they are present at the 2063
Noteholders' Meeting.
Holders of the 2063 Notes should refer to the 2063 Notice for
full details of the procedures in relation to the 2063 Noteholders'
Meeting.
Consent Conditions
The implementation of each Amendment will be conditional on:
(i) the passing of the relevant Extraordinary Resolution;
(ii) the Proposal not having been terminated (in the limited
circumstances in which revocation is permitted);
(iii) the quorum required for, and the requisite majority of
votes cast at, the relevant Meeting being satisfied by Eligible
Holders, irrespective of any participation at the relevant Meeting
by Ineligible Holders (and would also have been so satisfied if any
Ineligible Holders who provide confirmation only of their status as
Ineligible Holders and waive their right to attend and vote (or be
represented) at the relevant Meeting had actually participated at
the relevant Meeting), including the satisfaction of such condition
at an adjourned Meeting; and
(iv) the Company having given notice to the PRA of, and the PRA
having given its prior approval or consented to, such
implementation,
(together, the "Consent Conditions").
The 2055 Note Amendment is not conditional on the satisfaction
of the Consent Conditions applicable in respect of the 2063 Note
Amendment and the 2063 Note Amendment is not conditional on the
satisfaction of the Consent Conditions applicable in respect of the
2055 Note Amendment.
Announcements
The Company will announce:
(i) the results of each Meeting and whether or not the relevant
Consent Conditions have been satisfied;
(ii) the implementation of any part of the Amendment (as applicable); and
(iii) the final Payment Date (as applicable),
as soon as reasonably practicable after the conclusion of both
Meetings.
Unless stated otherwise, all announcements in connection with
the Proposal will be made by: (i) publication through RNS; and (ii)
the delivery of notices to the Clearing Systems for communication
to Direct Participants. Such announcements may also be made: (a) on
the relevant Reuters Insider screen page; and (b) by the issue of a
press release to a financial news service selected by the Company
(such as Reuters or Bloomberg). Copies of all announcements,
notices and press releases can also be obtained from the Tabulation
Agent, the contact details for which appear below. Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Eligible Holders are urged to contact the
Tabulation Agent for the relevant announcements during the course
of the Proposal.
Questions and requests for assistance in connection with the
Proposal may be directed to the Solicitation Agents.
SOLICITATION AGENTS
BNP Paribas J.P. Morgan Securities Lloyds Bank Corporate
plc Markets plc
10 Harewood Avenue 25 Bank Street 10 Gresham Street
London Canary Wharf London EC2V 7AE
NW1 6AA London E14 5JP United Kingdom
Telephone: Telephone: Telephone:
+44 20 7595 8668 +44 20 7134 2468 +44 20 1726/1719
Attention: Attention: Attention:
Liability Management Liability Management Liability Management
Group Group
Email:
Email: Email: liability.management@lloydsbanking.com
liability.management@bnpparibas.com EMEA_LM@jpmorgan.com
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone:
+44 20 7704 0880
Attention:
David Shilson /
Arlind Bytyqi
Email:
prudential@lucid-is.com
Person responsible
The person responsible for arranging the release of this
announcement on behalf of Prudential plc is Alan Porter, Group
General Counsel and Company Secretary.
Prudential plc is not affiliated in any manner with Prudential
Financial, Inc. a company whose principal place of business is in
the United States of America.
Enquiries to:
Treasury Media:
+44 (0) 20 3977
9702
+44 (0) 20 3977
Patrick Bowes 9263
+ 44 (0) 20 3977 Richard Gradidge +44 (0) 20 3977
Elisabeth Wenusch 3599 William Elderkin 9215
Investors/ Analysts: +44 (0) 20 3977
Tom Willetts 9760
DISCLAIMER
Please note that Eligible Holders must read this announcement in
conjunction with the Memorandum. The Memorandum contains important
information which should be read carefully before any decision is
made with respect to the Proposal.
Holders who are in any doubt as to the action they should take
or the impact of the Proposal or any related instruction are
strongly advised to consult their own professional advisers,
including as to any tax consequences.
None of the Company, the Solicitation Agents, the Principal
Paying Agent, the Trustee, the Tabulation Agent or any director,
officer, employee, agent or affiliate of any such person is acting
for any Holder, or will be responsible to any Holder for providing
any protections which would be afforded to its clients or for
providing advice in relation to the Proposal or the matters
referred to therein, and accordingly none of the Company, the
Solicitation Agents, the Principal Paying Agent, the Trustee, the
Tabulation Agent nor any of their respective directors, officers,
employees, agents or affiliates makes any recommendation whatsoever
regarding the Proposal and none of the Company, the Solicitation
Agents, the Principal Paying Agent, the Tabulation Agent nor any of
their respective directors, officers, employees, agents or
affiliates makes any recommendation as to whether any Holder should
submit any instruction in connection therewith.
Any materials relating to the Proposal do not constitute, and
may not be used in connection with, any form of invitation, offer
or solicitation in any place where such invitations, offers or
solicitations are not permitted by law. If a jurisdiction requires
that the Proposal be made by a licenced broker or dealer and any of
the Solicitation Agents or any of their affiliates is a licensed
broker or dealer in such jurisdiction, the Proposal shall be deemed
to be made by the Solicitation Agents or such affiliate, as the
case may be, on behalf of the Company in such jurisdiction.
The distribution of the Memorandum and the making of the
Proposal by the Company in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement or the
Memorandum come are required by the Company, the Solicitation
Agents and the Tabulation Agent to inform themselves about and to
observe any such restrictions.
UNITED STATES
The Proposal is only being made outside the United States, to
persons other than "U.S. persons" (as defined in Regulation S under
the Securities Act). Any purported participation in the Proposal
resulting directly or indirectly from a violation of these
restrictions will be invalid and any participation in the Proposal
by a person that is located or resident in the United States or
that is a U.S. person or by any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a beneficial
owner that is giving instructions from within the United States or
that is any U.S. person will not be accepted.
This announcement is not an offer of securities for sale in the
United States or to any U.S. person. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration. The Notes have not been, and will not be,
registered under the Securities Act, or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available.
Each Holder participating in the Proposal will represent that it
is not a U.S. person (as defined in Regulation S under the
Securities Act), and is not acting for the account or benefit of
any U.S. person, and that it is not located or resident in the
United States.
For the purpose of this announcement, "United States" means the
United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
GENERAL
Nothing in this announcement constitutes or contemplates an
offer of, an offer to purchase or the solicitation of an offer to
sell any security in any jurisdiction and participation in the
Proposal by a Holder in any circumstances in which such
participation is unlawful will not be accepted.
Each Holder participating in the Proposal will be required to
represent that it is an Eligible Holder. Any Instruction from a
Holder that is unable to make these representations will not be
accepted. Each of the Company, the Solicitation Agents and the
Tabulation Agent reserves the right, in its absolute discretion, to
investigate, in relation to any submission of Instructions, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
Instruction may be rejected.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCAFMRTMBIBMIL
(END) Dow Jones Newswires
May 16, 2019 03:55 ET (07:55 GMT)
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