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Prudential plc Share Issue/Capital Change 2021

Mar 4, 2021

50562_rns_2021-03-04_3c61c5ae-369b-4b5e-8d6e-244ec07c5e33.pdf

Share Issue/Capital Change

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 28/02/2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Prudential plc Date Submitted 4 March 2021

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code : 2378
Description :
Ordinary shares of GBP 0.05 each
No. of ordinary
shares
Par value
(State
currency)
Authorised share
capital
(State currency)
Balance at close of preceding month N/A


Increase/(decrease)

Balance at close of the month

Par value
(State
currency)
(2) Stock code : N/A
Description :
No. of ordinary
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 Authorised share
capital
(State currency)
Par value
(State
currency)

March 2019

2. Preference Shares

2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
No. of
preference
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 Authorised share
capital
(State currency)
Par value
(State
currency)
3. Other Classes of Shares
Stock code :
N/A
Description :
No. of other
classes of
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 Authorised share
capital
(State currency)
Par value
(State
currency)
Total authorised share capital at the end of the month
(State currency):		 N/A

March 2019

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)
2,609,517,829
Nil
2,609,517,829		 N/A

 N/A

 N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer)
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during the month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
Granted Exercised Cancelled Lapsed








1.2013/2023

Nil
Nil
Nil		 Nil
Nil
33,141		 Nil
Nil
Nil		 1,423 Nil
Nil
Nil		 195,359
Prudential
Savings-
Related Share
Option Scheme
(/ /)
Ordinaryshares
(Note 1)
2.2011/2021		 Nil Nil
Prudential
International
Savings-
Related Share
Option Scheme
(/ /)
Ordinaryshares
(Note 1)
3.2012/2022		 Nil 2,006,805
Prudential
International
Savings-
Related Share
Option Scheme
for Non-
Employees
(/ /)
Ordinaryshares
(Note 1)

March 2019

III. Details of Movements in Issued Share Capital (Continued)

Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued) Share Options (under Share Option Schemes of the Issuer) (Continued)
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during the month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
Granted Exercised Cancelled Lapsed
4.2011
Prudential
Agency
LongTerm
Incentive
Plan
(/ /)
Ordinaryshares
Nil
Nil
17,259
20,011
(Note 1)
5.2013
Prudential
LongTerm
Incentive
Plan
(/ /)
Ordinaryshares
Nil
Nil
235,371
Nil
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options (State currency)
GBP 337,652.16		 4.2011 20,011
Nil
Nil
Nil
N/A
N/A		 7,287,047
Prudential
Agency
LongTerm
Incentive
Plan
(/ /)
Ordinaryshares
(Note 1)
5.2013		 Nil 17,444,277
Prudential
LongTerm
Incentive
Plan
(/ /)
Ordinaryshares

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal value
at close of the
month
Exercised
during the
month
Nominal value
at close of the
month
Exercised
during the
month
Nominal value
at close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month











1.N/A












N/A
N/A
N/A

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month















1.N/A




Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.N/A



Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.N/A



Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.N/A



Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

1.
2.
3.
N/A		 N/A
N/A
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D.(Ordinaryshares)
(Preference shares)
(Other class)

March 2019

Other Movements in Issued Share Capital


Type of Issue
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :
State
currency		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
2. Open offer
At price :
State
currency		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
3. Placing
At price :
State
currency		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
4. Bonus issue N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

5. Scrip dividend
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

N/A
6. Repurchase of
shares		 N/A
Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
7. Redemption of
shares		 N/A
Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
8. Consideration
issue
At price :
State
currency		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

9. Capital
reorganisation		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
10. Other
(Please specify)At price :
State
currency		 N/A
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
Total E. (Ordinary shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
(2)
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
E):
(These figures should be the same as the relevant figures under II above (“Movements in
Capital”).)		 Nil
N/A
N/A
N/A
Issued Share

March 2019

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

  • (i) all money due to the listed issuer in respect of the issue of securities has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

  • (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

  • (iv) all the securities of each class are in all respects identical (Note 3) ;

  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

  • (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

  • (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

  • (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

March 2019

Remarks (if any):

New ordinary shares are issued when options are exercised under the schemes in Section III, item 1 (the “Scheme”). Thus, exercises of options under the Scheme will increase the Company’s issued ordinary share capital.

In order to satisfy anticipated exercises of options under Section III, item 2, the 2011/2021 Prudential International Savings-Related Share Option Scheme (the “ISSOS”), and to satisfy anticipated releases of shares to participants following the vesting of awards under Section III, item 5, 2013 Prudential Long Term Incentive Plan (the “PLTIP”), new ordinary shares are from time to time issued by the Company and allotted to Sanne Fiduciary Services Limited, thereby increasing the Company’s issued ordinary share capital. These shares are held by the Prudential Employee Share Trust on behalf of the participants of the ISSOS and the PLTIP, and released to them when they exercise their option or their awards vest where relevant.

In order to satisfy anticipated exercises of options under Section III, item 3, the 2012/2022 Prudential International Savings-Related Share Option Scheme for Non-Employees (the “ISSOSNE”), and to satisfy anticipated releases of shares to participants following the vesting of awards under Section III, item 4, 2011 Prudential Agency Long Term Incentive Plan, new ordinary shares are from time to time issued by the Company and allotted to Asian Agency SPV Limited, thereby increasing the Company’s issued ordinary share capital. These shares are held by the Prudential Agent Share Trust on behalf of the participants of the ISSOSNE and the Agency LTIP, and released to them when they exercise their option or their awards vest where relevant.

Submitted by: Wong Shuk Ying

Title: Deputy Group Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

  • the securities are of the same nominal value with the same amount called up or paid up;

  • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

  • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019

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