TIDMPRU
RNS Number : 7140V
Prudential PLC
25 July 2018
RNS Number: 7140V
Prudential plc
25 July, 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 senior
bonds
Prudential plc (the "Company") has today extended invitations to
the holders of the senior bonds referred to in the table below (the
"Holders") to consider and, if thought fit, vote in respect of
certain modifications to the terms and conditions of such senior
bonds (the "Proposal").
This announcement does not contain the full terms and conditions
of the Proposal, which are contained in the consent solicitation
memorandum dated 25 July, 2018 (the "Memorandum") prepared by the
Company. 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. 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 Bonds
Description ISIN Outstanding Voting Early Total
of the nominal Fee* Voting early
Bonds amount Amount* consideration*
**
---------------- -------------- ---------------- ------- --------- ----------------
GBP300,000,000
6 7/8 per
cent. Bonds
due 2023
(the "2023
Bonds") XS0083544212 GBP300,000,000 0.50 1.50 2.00
---------------- -------------- ---------------- ------- --------- ----------------
GBP250,000,000
5 7/8 per
cent. Bonds
due 2029
(the "2029
Bonds"
and, together
with the
2023 bonds,
the "Bonds"
and each
a "Series") XS0096874671 GBP250,000,000 3.50 7.50 11.00
* Expressed as a percentage of the nominal amount of the Bonds of the relevant Series
** Holders who submit an Instruction (whether in favour of or
against the relevant Extraordinary
Resolution) in relation to any of their Bonds which is received
by the Tabulation Agent prior to 5.00 p.m. (London Time) on 8
August, 2018 (being the Early Voting Deadline) will be eligible to
receive a total early consideration which comprises: (i) the Voting
Fee, and (ii) the Early Voting Amount, subject as further described
herein.
The Proposal has been considered by a Special Committee (the
"Special Committee") of The Investment Association ("IA") at the
request of the Company. The members of the Special Committee, who
hold in aggregate approximately 42.90 per cent. of the aggregate
nominal amount of the Bonds currently outstanding, have examined
the Proposal. They have informed the Company: (i) that they find
the Proposal acceptable; and (ii) that, subject to client and other
approvals, they intend to vote in favour of the Proposal in respect
of their holdings of Bonds. The Special Committee has advised the
Company that this recommendation relates only to the proposals set
out in the Memorandum with respect to the Bonds 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&G Prudential"), resulting in two
separately-listed companies (the "Demerger"). On completion of the
Demerger, shareholders will hold interests in both the Company and
M&G Prudential.
On completion of the Demerger, The Prudential Assurance Company
Limited will cease to be a subsidiary of the Company. Pursuant to
the terms and conditions currently applicable to the Bonds, this
would constitute an Event of Default if certain other conditions
were also met. The Proposal is therefore intended to enable an
amendment to the terms and conditions currently applicable to the
Bonds in order to avoid an Event of Default should the Demerger
proceed.
Key terms and conditions of the Proposal
The Company has invited 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 and requested to
execute a supplemental trust deed in order to supplement the 2023
Trust Deed or the 2029 Trust Deed and remove Condition 8(viii) from
the 2023 Bond Conditions or the 2029 Bond Conditions, each as
applicable.
The Extraordinary Resolutions
If the extraordinary resolution proposed by the Company in
relation to each Series (each an "Extraordinary Resolution") is
passed and the amendment referred to therein is subsequently
implemented, the terms and conditions of each Series (the "Bond
Conditions") will be modified by:
(i) the deletion of paragraph (viii) of Condition 8; and
(ii) the replacement of the reference to paragraph (viii) in the
opening sentence of Condition 8 with a reference to paragraph
(vii),
with no other amendments being made to the Bond Conditions.
Each Extraordinary Resolution is conditional on the passing of
the Extraordinary Resolution in respect of the other Series.
Fees
Holders who submit a valid instruction in accordance with the
terms and conditions set out in the Memorandum (whether in favour
of or against the relevant extraordinary resolution) in relation to
any of their Bonds which is received by the Tabulation Agent prior
to the Final Voting Deadline (as set out below) will be eligible to
receive the Voting Fee (as set out in the table above), subject to:
(i) the relevant instruction not being revoked (in the limited
circumstances in which such revocations are permitted); (ii) the
extraordinary resolution being passed in respect of each Series;
and (iii) the amendment referred to in each extraordinary
resolution subsequently being implemented.
Holders who submit a valid instruction in accordance with the
terms and conditions set out in the Memorandum (whether in favour
of or against the relevant Extraordinary Resolution) in relation to
any of their Bonds which is received by the Tabulation Agent prior
to the Early Voting Deadline (as set out below) will be eligible to
receive the Early Voting Amount (as set out in the table above),
subject to: (i) the relevant instruction not being revoked (in the
limited circumstances in which such revocations are permitted);
(ii) the extraordinary resolution being passed in respect of each
Series; and (iii) the amendment referred to in each extraordinary
resolution subsequently being implemented. This amount shall be
paid in addition to the Voting Fee.
Payment of any such amounts will be made on the Payment Date (as
set out below).
This announcement does not contain the full terms and conditions
of the Proposal, which are contained in the Memorandum. 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 valid instructions, the right of
the Company to extend, re-open, amend and/or withdraw the Proposal
(other than the terms of the 2023 Extraordinary Resolution or 2029
Extraordinary Resolution) as described in the Memorandum and the
passing of each extraordinary resolution at the first Meeting for
the relevant Series. Accordingly, the actual timetable may differ
significantly from the timetable below.
Date and time Event
------------------------------ ------------------------
25 July, 2018 Commencement of the
Proposal
5.00 p.m. (London Time) Early Voting Deadline
on 8 August, 2018
10.00 a.m. (London Time) Final Voting Deadline
on 14 August, 2018
10.00 a.m. (London Time) Meeting in respect of
on 16 August, 2018 the 2023 Bonds
10.15 a.m. (London Time) Meeting in respect of
on 16 August, 2018 the 2029 Bonds
As soon as reasonably Announcement of results
practicable after conclusion of Meetings
of both Meetings
No later than the fifth Payment Date
Business Day following
implementation of the
Amendment
The deadlines set by any intermediary or the Clearing Systems
will be earlier than certain of these deadlines. Holders should
contact the intermediary through which they hold their Bonds as
soon as possible to ensure proper and timely delivery of
Instructions.
2023 Bondholders' Meeting
The initial 2023 Bondholders' Meeting will be held at the
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on
16 August, 2018 at 10.00 a.m. (London time).At the 2023
Bondholders' Meeting, Holders of 2023 Bonds will be asked to
consider and, if thought fit, pass the 2023 Extraordinary
Resolution.
The 2023 Bondholders' Meeting will require a quorum of two or
more persons holding or representing a clear majority in principal
amount of the 2023 Bonds for the time being outstanding, provided
that if the initial 2023 Bondholders' Meeting is adjourned through
lack of quorum, the quorum at such adjourned Meeting will be two or
more persons being or representing Holders of 2023 Bonds whatever
the principal amount of the Bonds for the time being outstanding so
held or represented. Any such adjournment will be for a period of
not less than 14 days nor more than 42 days.
To be passed, the 2023 Extraordinary Resolution will require a
majority consisting of not less than three-quarters of the votes
cast at the 2023 Bondholders' Meeting.
If passed, the 2023 Extraordinary Resolution shall be binding on
Holders of 2023 Bonds, whether or not they are present at the
relevant Meeting.
2029 Bondholders' Meeting
The initial 2029 Bondholders' Meeting will be held at the
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on
16 August, 2018 at 10.15 a.m. (London time).
At the 2029 Bondholders' Meeting, Holders of 2029 Bonds will be
asked to consider and, if thought fit, pass the 2029 Extraordinary
Resolution.
The 2029 Bondholders' Meeting will require a quorum of two or
more persons holding or representing a clear majority in principal
amount of the 2029 Bonds for the time being outstanding, provided
that if the initial 2029 Bondholders' Meeting is adjourned through
lack of quorum, the quorum at such adjourned Meeting will be two or
more persons being or representing Holders of 2029 Bonds whatever
the principal amount of the Bonds for the time being outstanding so
held or represented. Any such adjournment will be for a period of
not less than 14 days nor more than 42 days.
To be passed, the 2029 Extraordinary Resolution will require a
majority consisting of not less than three-quarters of the votes
cast at the 2029 Bondholders' Meeting.
If passed, the 2029 Extraordinary Resolution shall be binding on
Holders of 2029 Bonds, whether or not they are present at the
relevant Meeting.
Announcements
The Company will announce:
(A) the results of each Meeting;
(B) the outcome of the Proposal; and
(C) 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).
Questions and requests for assistance in connection with the
Proposal may be directed to the Solicitation Agents.
SOLICITATION AGENTS
Barclays Bank Goldman Sachs NatWest Markets
PLC International Plc
5 The North Colonnade Peterborough 250 Bishopsgate
Canary Wharf Court London EC2M 4AA
London E14 4BB 133 Fleet Street
Telephone: London EC4A 2BB Telephone:
+44 20 3134 8515 Telephone: +44 20 7678 5282
Attention: +44 20 7774 9862 Attention:
Liability Management Attention: Liability Management
Group Liability Management Email:
Email: Group liabilitymanagement
eu.lm@barclays.com Email: @natwestmarkets.com
liabilitymanagement.eu@gs.com
TABULATION AGENT PRINCIPAL PAYING AGENT
Lucid Issuer Services
Limited Citibank, N.A., London
Branch
Tankerton Works
12 Argyle Walk
London WC1H 8HA Citigroup Centre
Telephone: Canada Square
+44 20 7704 0880 Canary Wharf
Attention: London E14 5LB
David Shilson / Alexander
Yangaev
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:
Elisabeth +44 (0)20 +44 (0)20
Wenusch 7548 3538 Tom Willetts 7548 2776
Investors/
Analysts:
+44 (0)20
Richard Gradidge 7548 3860
DISCLAIMER
Please note that 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.
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
MSCRAMPTMBJTMFP
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July 25, 2018 05:00 ET (09:00 GMT)
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