SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 2021
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrant's name into English)
1 Angel Court, London,
England, EC2R 7AG
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F X
Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in connection with Rule 12g3-2(b): 82-
NEWS RELEASE
6 August 2021
Proposed demerger of Jackson Financial Inc. from Prudential
plc
Prudential plc ("Prudential") previously announced its intention on Thursday
28 January 2021 to demerge Jackson Financial Inc.
("Jackson"), resulting in two separately-listed companies
(the "Demerger").
Prudential today announces that the shareholder circular in
relation to the proposed Demerger (the "Circular") has been submitted to the Financial Conduct
Authority (the "FCA") by Prudential. Jackson's Form 10 registration
statement in relation to the proposed Demerger
("Form
10") has been filed with the
U.S. Securities and Exchange
Commission ("SEC").
Further announcements will be made once the Circular has been
approved for publication by the FCA and the Form 10 has
been declared effective by the SEC, which are both expected
later today.
Furthermore, Prudential intends to publish its half-year interim
results for the six-month period ended 30 June 2021 on 11 August
2021 (the "Half-Year
Results"). Therefore, in
accordance with the UK Listing Rules, Prudential intends to submit
a supplementary circular containing the Half-Year Results (the
"Supplementary
Circular") to the FCA for
approval. It is not expected that the Supplementary Circular will
contain any additional information save for the Half-Year
Results. The Supplementary Circular will be posted to Prudential's
shareholders as soon as practicable after publication of the
Half-Year Results and once it has been approved for publication by
the FCA.
Upon completion of the proposed Demerger, shareholders will hold
interests in both Prudential and Jackson. If you are a Prudential
shareholder as of 2 September 2021 (the "Record Date"), you will be entitled to receive one share of
Jackson's Class A common stock (a "Jackson
Share") for every 40 Prudential
ordinary shares you hold on the Record Date. The Jackson Shares are
expected to trade on the New York Stock Exchange (the
"NYSE") under the ticker "JXN".
The Demerger will require the approval of shareholders at a general
meeting of Prudential to be held at Nomura, 1 Angel Lane, London
EC4R 3AB at 10.00am London time (5.00pm Hong Kong/Singapore time)
on 27 August 2021 (the "General
Meeting"). Shareholders will be
able to join and participate in the General Meeting in person (to
the extent this remains possible in accordance with government
guidance, which may change after the publication of the Circular).
Arrangements have also been made for shareholders to submit
questions, both in advance and on the day itself, and to attend the
General Meeting electronically. Further details are set out in the
Circular expected to be published by Prudential later today and the
notice of general meeting contained within it.
Subject to the Demerger completing, Prudential intends to offer to
certain Prudential shareholders and Prudential ADR holders with an
aggregate holding of 10,000 or fewer Prudential shares or 5,000 or
fewer Prudential ADRs respectively ("Small
Shareholders") a share dealing
facility, whereby the shares in Jackson to which they are entitled
are sold on their behalf by Equiniti Financial Services Limited
(the "Share
Sale Option"1).
Further details concerning the terms and availability of the Share
Sale Option and the definition of Small Shareholders can be found
in the Circular.
Prudential has established helplines operated from the UK and Hong
Kong for shareholders who have questions in relation to the
Circular, the Demerger or the Share Sale Option. The helpline
operators cannot provide advice on the merits of the Demerger or
give any financial, legal or tax advice. Further details concerning
the available helplines and applicable telephone charges can be
found in the Circular.
Jackson plans to have a number of engagements with investors and
analysts including a virtual briefing event in the run up to its
listing on the NYSE.
Subject to shareholder approval, it is expected that
"when-issued"2 trading
of the Jackson shares on the NYSE will commence on Wednesday 1
September 2021, the Demerger will complete on Monday 13 September
2021, and "regular-way"3 trading
of the Jackson shares on the NYSE will commence on Monday 20
September 2021. Jackson will not be listed on any other stock
exchange.4
1 It should be noted that, owing to practical difficulties arising
from distribution and settlement of shares in Jackson, the Share
Sale Option will be compulsory for holders of an interest in
Prudential shares on the Hong Kong register of members in
uncertificated form through Central Depository (Pte) Limited (which
operates the Central Depository System for the holding and transfer
of book-entry securities traded on the SGX-ST). Further details
concerning the shareholders to whom this applies can be found in
the Circular.
2 When-issued trading in the context of the Demerger refers
to, in the period on or before the day on which the proposed
in-specie distribution of the Jackson Shares to effect the Demerger
(the "Demerger
Dividend") is declared, trading
of Jackson Shares which is conditional on the proposed declaration
of the Demerger Dividend, and in the period after the day on which
the Demerger Dividend is declared but before the commencement of
regular way trading, trading of Jackson Shares which is
unconditional but for settlement on a delayed
basis.
3 Regular-way trading refers to trading after the
security has been distributed and is available for normal trade
settlement. This typically means a trade that settles on the second
full trading day following the date of the
trade.
4 Beginning on 1 September, and continuing through 17 September
2021, Prudential expects that ADRs of Prudential will trade in two
markets on the NYSE: "regular-way" under the symbol "PUK" and in
the "ex-distribution" market under the symbol "PUK WI". Prudential
ADRs trading under "PUK" will carry the right to receive shares of
Jackson through the Demerger Dividend. Prudential ADRs trading
under "PUK WI" will not carry the right to receive shares of
Jackson through the Demerger Dividend. Prudential ADR holders who
sell their ADRs in the "regular-way" market on or before 17
September 2021 will also be selling their entitlement to receive
the Demerger Dividend. Prudential ADR holders are encouraged to
consult with their financial advisers regarding the specific
consequences of selling Prudential ADRs on or before 17 September
2021.
Contacts
Media
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Investors/Analysts
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Tom
Willetts
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+44
(0)20 3977 9760
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Patrick
Bowes
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+44
(0)20 3977 9702
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Addy
Frederick
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+44
(0)20 3977 9399
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William
Elderkin
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+44
(0)20 3977 9215
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Notes to Editors
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.
About Jackson
Jackson® is committed to helping clarify the complexity of
retirement planning-for you and your clients. Our range of annuity
products, financial know-how, history of award-winning service* and
streamlined experiences strive to reduce the confusion that
complicates your clients' plans. We believe by providing clarity
for all today, we can help drive better outcomes for tomorrow. For
more information, visit www.jackson.com.
*SQM (Service Quality Measurement Group) Contact Center Awards
Program for 2004 and 2006-2019. (To achieve world-class
certification, 80% or more of call-center customers surveyed must
have rated their experience as very satisfied, the highest rating
possible.)
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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: 6 August 2021
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By: /s/ Thomas S Clarkson
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Thomas
S Clarkson
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Company
Secretary
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