TIDMPRU
RNS Number : 3538O
Prudential PLC
07 October 2021
NEWS RELEASE
7 October 2021
Update on settlement of distribution in specie
in connection with the demerger of Jackson Financial Inc.
Reference is made to the announcements of Prudential plc
("Prudential") dated 6 August 2021, 27 August 2021 and 13 September
2021 respectively, the circular of Prudential dated 6 August 2021
(the "Circular") and the supplement to the Circular dated 11 August
2021 in respect of demerger of Jackson Financial Inc. from
Prudential (the "Demerger"). Unless otherwise defined, capitalised
terms and expressions used in this announcement shall have the
respective meanings given to them in the Circular.
This announcement provides an update on the settlement of the
Demerger Dividend for UK Registered Shareholders, Hong Kong
Registered Shareholders, Singapore Holders and Prudential ADR
Holders.
As contemplated in the Circular, the Jackson Shares to be
transferred to the Prudential CREST Shareholders were transferred
to CREST International Nominees Limited, to hold as nominee for the
CREST depository. The CREST despository issued CREST Depository
Interests, in respect of such Jackson Shares, in CREST to the
Prudential CREST Shareholders on 13 September 2021.
Settlement for Shareholders who did not take the Share Sale
Option
As contemplated in the Circular, Shareholders with an address in
the EEA who did not elect to take the Share Sale Option, and
Eligible CSN Shareholders who have opted out of the Jackson Nominee
Service, had their Jackson Shares transferred from Equiniti
Financial Services Limited to the Direct Registration System and
accordingly received a direct registration statement reflecting
their ownership of the Jackson Shares to which they are entitled on
20 September 2021. An opening statement was mailed to Eligible CSN
Shareholders who did not opt out of the Jackson Nominee Service by
Equiniti Financial Services Limited on 23 September 2021,
reflecting the whole number of CDIs that they own and which are
held on their behalf by the Jackson Nominee Service.
As contemplated in the Circular, the direct registration
statements reflecting the ownership of Jackson Shares to which
Qualifying Hong Kong Shareholders who did not elect to take the
Share Sale Option are entitled were despatched during the week of
27 September 2021. Holders of beneficial interests in Prudential
Shares through the CCASS will need to take further action to hold a
direct registration statement in respect of their Jackson Shares in
their own name, as set out in further detail in the Circular.
As contemplated in the Circular, Prudential ADR Holders who did
not elect to take the Share Sale Option received their entitlement
to the Demerger Dividend on 17 September 2021, the ADR Settlement
Date.
Share Sale Option
In respect of the Share Sale Option available to Small
Shareholders (1) , Prudential announces that a total of 311,749
Jackson Shares have been sold on behalf of the Small Shareholders
who have elected to take the Share Sale Option (the "Share Sale")
and that the total gross cash sale proceeds from the Share Sale
("Gross Share Sale Proceeds") were US$7,894,326.48, amounting to
approximately US$25.3227 per Jackson Share.
The Gross Share Sale Proceeds are payable to Small Shareholders
who elected to take the Share Sale Option in U.S. dollars or, after
exchange at the relevant market rates, GBP sterling for
Shareholders resident in the UK, Isle of Man, Channel Islands or
EEA on the UK Register, Hong Kong dollars for Hong Kong Registered
Shareholders and Singapore dollars for Singapore Holders. Holders
of beneficial interests in Prudential Shares through CCASS
(including Singapore Holders) who elected to take the Share Sale
Option will receive their relevant portions of Gross Share Sale
Proceeds in due course through their respective CCASS participants.
Settlement of the Share Sale Option will be conducted in the same
manner as shareholders of Prudential receive cash distributions in
respect of their shares in Prudential.
The Gross Share Sale Proceeds payable to relevant Shareholders
resident in the UK, Isle of Man, Channel Islands or EEA on the UK
Register will be payable in GBP sterling and translated from U.S.
dollars to GBP sterling using the U.S. dollar/GBP sterling exchange
rate of approximately US$1.00: GBP 0.7446 as determined by the
actual rates achieved by Prudential buying GBP sterling prior to
the date of this announcement. Applying this exchange rate, the
equivalent of approximately US$25.3227 per Jackson Share will be
approximately GBP 18.8549 per Jackson Share.
The Gross Share Sale Proceeds payable to relevant Hong Kong
Registered Shareholders will be payable in Hong Kong dollars and
translated from U.S. dollars to Hong Kong dollars using the U.S.
dollar/Hong Kong dollar exchange rate of approximately
US$1.00:HK$7.7879 as determined by the actual rates achieved by
Prudential buying Hong Kong dollars prior to the date of this
announcement. Applying this exchange rate, the equivalent of
approximately US$25.3227 per Jackson Share will be approximately
HK$197.2107 per Jackson Share.
In respect of relevant Singapore Holders, the Gross Share Sale
Proceeds payable to such Singapore Holders will be payable in
Singapore dollars and translated from Hong Kong dollars into
Singapore dollars using the Hong Kong dollar/Singapore dollar
exchange rate to be determined by CDP. As described in further
detail in the Circular, the Share Sale Option was compulsory for
Singapore Holders at the applicable Record Time.
As set out in the Circular, the cheques to the relevant Small
Shareholders on the UK Register and the Hong Kong Register who have
elected to take the Share Sale Option will be despatched within 10
business days of the completion of the relevant sale (or, for a
Small Shareholder with a registered address in the UK, Isle of Man,
Channel Islands or EEA who has registered a bank mandate or
overseas payment service (OPS) instruction for the payment of
dividends with Equiniti Limited, or, if a holder in the Prudential
Corporate Sponsored Nominee Service, with Equiniti Financial
Services Limited, by BACS payment or through OPS in the currency
such Small Shareholder has selected through that service). The
latest date for despatch of the cheques is 8 October 2021.
(1) "Small Shareholders" means Certificated Shareholders on the
UK Register, Hong Kong Registered Shareholders, Shareholders in the
Prudential Corporate Sponsored Nominee Service with addresses in
the UK, Isle of Man, Channel Islands or EEA, or Registered ADR
Holders, in each case whose holdings of Prudential Shares or
Prudential ADRs, as the case may be, do not exceed the Small
Shareholder Threshold (being in respect of Prudential Shares, an
aggregate holding of 10,000 or fewer Prudential Shares and, in
respect of Prudential ADRs, 5,000 or fewer Prudential ADRs).
Fractional shares
As set out in the Circular, all fractional shares of Jackson
Shares were aggregated into whole shares and the whole Jackson
Shares have been sold by Equiniti Trust Company as the Transfer
Agent in the open market at prevailing market prices on behalf of
the Qualifying Shareholders entitled to receive fractional shares.
Cheques for the fractional share sale proceeds, in U.S. dollars or,
after exchange at the relevant market rates, GBP sterling for
Shareholders resident in the UK, Isle of Man, Channel Islands or
EEA on the UK Register, Hong Kong dollars for Hong Kong Registered
Shareholders and Singapore dollars for Singapore Holders, net of
applicable withholding taxes, will be despatched to relevant
Qualifying Shareholders by no later than 10 business days following
completion of the relevant sale (or, for a Qualifying Shareholder
has registered a bank mandate or overseas payment service (OPS)
instruction for the payment of dividends with Equiniti Limited, or,
if a holder in the Prudential Corporate Sponsored Nominee Service,
with Equiniti Financial Services Limited, by BACS payment or
through OPS in the currency such Qualifying Shareholder has
selected through that service). The aggregated fractional shares of
Jackson Shares were sold at the same price in the open market as
the Jackson Shares sold under the Share Sale and the same exchange
rates as set out above apply to the aggregated fractional shares of
Jackson Shares. The latest date for despatch of the cheques is 8
October 2021.
Neither Prudential nor CDP shall be liable for any loss
howsoever arising from the conversion of the Gross Share Sale
Proceeds and fractional share sale proceeds payable from U.S.
dollars to GBP sterling, from U.S. dollars to Hong Kong dollars or
from Hong Kong dollars to Singapore dollars, as applicable.
Part VI (Taxation) of the Circular contains information in
relation to the tax considerations for certain Shareholders who
receive their portions of Gross Share Sale Proceeds pursuant to the
Share Sale and who receive fractional share sale proceeds. Further
guidance, including relevant data, on the market value of Jackson
Shares for UK and US tax reporting purposes has been included on
the Prudential website. Shareholders are also advised to consult
their independent tax adviser to confirm the specific taxation
implications of the Share Sale, in light of their particular
circumstances.
Notes to editors
Proceeds of sale of Jackson Shares under the Share Sale
arrangements
Gross cash sale proceeds from the Share Sale amounted to
approximately US$0.6331 per Prudential Share, given that the
Demerger Dividend entitlement is one Jackson Share for every 40
Prudential Shares held by Qualifying Shareholders at the applicable
Record Time.
Below sets out what Qualifying Shareholders will receive per
Prudential Share
Shareholders Exchange rate Proceeds per Prudential
Share
On the UK Register Approximately US$1.00: Approximately GBP0.4714
GBP0.7446
On the Hong Kong Approximately US$1.00: Approximately HK$4.9305
Register HK$7.7879
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 9845 8904 William Elderkin 9215
Please note that enquiries relating to Jackson Financial Inc. or
to the Jackson Shares should be directed to either Jackson
Financial Inc. directly or to Equiniti Financial Services Limited,
at the contact details below:
Equiniti Financial Services Limited
If calling from inside the UK: 0333 207 6392
If calling from outside the UK: +44 333 207 6392
Note:
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.
Disclaimer:
This announcement does not constitute an offer of securities for
sale or a solicitation of an offer to purchase securities in any
jurisdiction nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor.
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