Prudential PLC — Capital/Financing Update 2012

Oct 18, 2012

FINAL TERMS

PRUDENTIAL PLC

£5,000,000,000

Medium Term Note Programme

Series No: 24

Tranche No: 1

GBP 200,000,000 Floating Rate Notes due April 2013 (the "Notes")

Issued by

PRUDENTIAL PLC

Issue Price: 100 per cent.

Barclays

The date of the Final Terms is 18 October 2012

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 9 December 2011, which constitutes a base Prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available during normal business hours for viewing at, and copies may be obtained free of charge from, the registered office of the Issuer and Issue and Paying Agent for the time being in London. The Prospectus is also available on the London Stock Exchange's website at www.londonstockexchange.com.

1.	(i)	Issuer:	Prudential plc
2.	(i)	Series Number:	24
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Pound Sterling ("GBP")
4⊪		Aggregate Nominal Amount of Notes admitted to trading:
		Tranche:	GBP 200,000,000
		Series:	GBP 200,000,000
5.	Issue Price of Tranche:		100 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	GBP 100,000
	(ii)	Calculation Amount:	GBP 100,000
7.	Issue Date and Interest Commencement Date:		18 October 2012
8.	Maturity Date:		Interest Payment Date falling in or nearest to April 2013
9.	Interest Basis:		3 month GBP-LIBOR-BBA Floating Rate
			(further particulars specified below)
	10. Redemption/Payment Basis:		Redemption at par
	11. Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
	12. Put/Call Options:		Investor Put
			(further particulars specified below)
13. $(i)$		Status of the Notes:	Senior Notes
	(iii)	Date of Board approval for issuance of Notes obtained	24 January 2007
	14. Method of distribution:		Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	15. Fixed Rate Note Provisions:			Not Applicable
	16. Floating Rate Note Provisions:			Applicable
	Specified Period(s)/Specified (i) Interest Payment Dates:			18 January 2013 and 18 April 2013
	(ii)		Business Day Convention:	Modified Following Business Day Convention
	(iii)		Additional Business Centre(s) Not Applicable
	Manner in which the Rates of (iv) Interest and Interest Amount is/are to be determined:			Screen Rate Determination
	(v)	Agent):	Party responsible for calculating the Rates of Interest and Interest Amounts (if not the Issue and Paying	Not Applicable
	(vi)		Screen Rate Determination:
		$\overline{\phantom{0}}$	Reference Rate:	3 month GBP-LIBOR-BBA
		$\overline{\phantom{0}}$	Interest Determination $Date(s)$ :	First day of each Interest Period
		-	Relevant Screen Page:	Reuters page LIBOR01
	(vii)		ISDA Determination:	Not Applicable
	$Margin(s)$ : (viii) Minimum Rate of Interest: (ix) Maximum Rate of Interest: (x) Day Count Fraction: (x i )			Not Applicable
				Not Applicable
				Not Applicable
				Actual/365 (Fixed), adjusted
	(xii)		Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:	Not Applicable
	17. Zero Coupon Notes Provisions			Not Applicable
18.	Index Linked Interest Note Provisions/other variable-linked interest Note Provisions			Not Applicable
19.	Dual Currency Note Provisions			Not Applicable
20.	Step-Up Rate of Interest			Not Applicable
21.	Deferral of Payments:			Not Applicable
22.	Interest Deferral Option:			Not Applicable

-22

1. Settlement of Unpaid Interest:

25

Not Applicable

PROVISIONS RELATING TO REDEMPTION

	24. Issuer Call:		Not Applicable
	25. Investor Put:		Applicable
	(i)	Optional Redemption Date(s):	Any Business Day from and including the Issue Date to and including the Maturity Date.
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	GBP 100,000 per Calculation Amount
	(iii)	set out in the Conditions):	Notice period (if other than as Not less than 5 Business Days
		26. Final Redemption Amount:	GBP 100,000 per Calculation Amount
	27. Early Redemption Amount(s) payable on redemption for taxation reasons (where applicable) or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions):		As set out in the Base Prospectus
		28. Make Whole Redemption Price: (Tier 2 and Tier 1 Notes only)	Not Applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
	29. Form of Notes:
	(i)	Form:	Note exchangeable Temporary Global tor - a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
	(ii)	New Global Note:	No
	30. Additional Financial Centre(s) or other special provisions relating to Payment Days:		Not Applicable
	31. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):		No
32.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and if different from those specified in the Temporary Global Notes the consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:		Not Applicable
	33. Details relating to Instalment Notes:

	(i)	Instalment Amount(s):	Not Applicable
	(ii)	Instalment Date(s):	Not Applicable
		34. Redenomination applicable:	Redenomination not applicable
		35. Other terms or special conditions:	Not Applicable
DISTRIBUTION
36. (i)		If syndicated, names of Managers:	Not Applicable
	(ii)	Date of Subscription Agreement:	Not Applicable
	(iii)	Stabilising Manager (if any):	Not Applicable
37.	Dealer:	If non-syndicated, name of relevant	Barclays Bank PLC
	38. Additional selling restrictions:		Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the Regulated Market of the London Stock Exchange and admission to the Official List of the UK Listing Authority of the Notes described herein pursuant to the £5,000,000,000 Medium Term Note Programme of Prudential plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

$22n$ By: Duly Authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Official List of the UK Listing Authority and to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from on or about the Issue Date.

2. RATINGS

$(i)$

The Notes to be issued have been rated:

S&P: $A+$ $A2$ Moody's: Fitch: $\overline{A}$

S&P, Moody's and Fitch are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended).

A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension, modification or withdrawal at any time by the assigning rating agency.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

• Reasons for the offer: See "Use of Proceeds" wording in the Base Prospectus
• Not Applicable $(ii)$ Estimated net proceeds:
• Estimated total expenses: Not Applicable $(iii)$

5. Fixed Rate Notes only - YIELD

Not Applicable Indication of yield:

6. Floating Rate Notes only - Applicable

Details of historic GBP-LIBOR-BBA rates can be obtained from Reuters Page LIBOR01.

1. Index-Linked or other variable-linked Notes only - PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable.

1. Dual Currency Notes only - PERFORMANCE OF RATE OF EXCHANGE

Not Applicable

$\sim$

9. Tier 1 and Upper Tier 2 Notes only - Alternative Coupon Satisfaction Mechanism

Not Applicable

10. OPERATIONAL INFORMATION

197

ISIN Code:	XS0842948373
Common Code:	084294837
Any clearing system(s) other than Euroclear Banking Bank S.A./N.V. and Clearstream relevant the Anonyme and Societe identification number(s):	Not Applicable
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility	No.
11. GENERAL
Applicable TEFRA exemption:	D Rules
144A Eligible	Not 144A Eligible