Prudential PLC — Capital/Financing Update 2012

Nov 15, 2012

FINAL TERMS

PRUDENTIAL PLC

(incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 1397169)

Issue of £300,000,000 1.250 per cent. Senior Notes due 16 November 2015

under its

£5,000,000,000

Medium Term Note Programme

Series No: 25

Tranche No: 1

Issue Price: 99.794%

Joint Lead Managers

Citigroup RBC Capital Markets

Credit Suisse Société Générale Corporate & Investment Banking The Royal Bank of Scotland

The date of the Final Terms is 14 November 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, as supplemented by the Supplementary Prospectuses dated 18 October 2012 and 8 November 2012, which together constitute a base prospectus for the purposes of 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 as so supplemented. 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 as so supplemented. The Prospectus and the Supplementary Prospectuses are available during normal business hours for viewing at, and copies may be obtained free of charge from, the registered office of the Issuer and the specified office of the Issue and Paving Agent for the time being in London. The Prospectus and the Supplementary Prospectuses are also available on the London Stock Exchange's website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	Issuer:		Prudential plc
2.	(i)	Series Number:	25
	(ii)	Tranche Number:	$\mathbf{1}$
3.	Specified Currency or Currencies:		Pounds sterling ("£")
4.	Aggregate Nominal Amount of Notes
		Tranche:	£300,000,000
		Series:	£300,000,000
5.	Issue Price of Tranche:		99.794 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denomination(s):	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination above £199,000.
	(ii)	Calculation Amount:	£1,000
7.	Issue Date and Interest Commencement Date:		16 November 2012
8.	Maturity Date:		16 November 2015
9.	Interest Basis:		1.250 per cent. per annum Fixed 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:		Not Applicable
13.	(i)	Status of the Notes:	Senior Notes

	(ii)	Date of Board approvals and Committee approval for issuance of Notes obtained	The issue of the Notes was authorised by a resolution of the Board dated 17 June 2010.
14.		Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	1.250 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	16 November in each year, commencing on 16 November 2013 up to, and including, the Maturity Date
	(iii) Fixed Coupon Amount(s): (Applicable to Notes in definitive form)		£12.50 per Calculation Amount
	(iv)	Day Count Fraction:	Actual/Actual (ICMA)
	(v)	Determination Date(s):	16 November in each year
	(vi)	Other terms relating to the method of calculating interest for Fixed Rate Notes:	None
16.	Floating Rate Note Provisions:		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
23.	Settlement of Unpaid Interest:		Not Applicable
		PROVISIONS RELATING TO REDEMPTION

24.	Issuer Call: (a)			Not Applicable
	(b)	Event:	Issuer Call due to Regulatory		Not Applicable
	(c)	Regulatory Option:		Event Refinancing	Not Applicable

	(d)	Issuer Call due to a Tax Event:	Not Applicable
	(e)	Issuer Call due to a Tax Call Event:	Not Applicable
	(f)	Issuer Exchange Option:	Not Applicable
25.	Investor Put:		Not Applicable
26.	Final Redemption Amount:		£1,000 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):	£1,000 per Calculation Amount
28.	Make Whole Redemption Price:		Not Applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.		Form of Notes:	Bearer Notes:
	(i)	Form:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
	(ii)	New Global Note:	Yes
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

$32.$ 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 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

on which such Talons mature):

1. Details relating to Instalment Notes: Not Applicable 34. Redenomination applicable: Redenomination not applicable $35.$ Other final terms: Not Applicable

No

DISTRIBUTION

36.	(i)	If syndicated, names of Managers:	Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited RBC Europe Limited Société Générale The Royal Bank of Scotland plc
	(ii)	Date of Subscription Agreement:	14 November 2012
	(iii)	Stabilising Manager(s) (if any):	Citigroup Global Markets Limited
37.	If non-syndicated, name of relevant Dealer:		Not Applicable
38.	Additional selling restrictions:		In addition to the selling restrictions set out under "Subscription and Sale" on pages 162-167 of the Prospectus, the Notes will be sold subject to the selling

Switzerland

restrictions set out below.

The Prospectus and the Final Terms are not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither the Prospectus, the Final Terms nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither the Prospectus, the Final Terms nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Singapore

Neither the Prospectus nor the Final Terms have been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus and the Final Terms and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii)

to a relevant person pursuant to Section $275(1)$ , or any person pursuant to Section $275(1)$ , and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• $(a)$ a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals. each of whom is an accredited investor; or
• $(b)$ a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor.
• $(c)$ securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
• $(i)$ to an institutional investor or to a relevant person defined in Section $275(2)$ of the SFA, or to any person arising from an offer referred to in Section $275(1A)$ or Section $276(4)(i)(B)$ of the SFA;
• $(ii)$ where no consideration is or will be given for the transfer:
• where the transfer is by operation of $(iii)$ law; or
• $(iv)$ as specified in Section $276(7)$ of the SFA.

South Korea

The Notes have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea under the Financial Investment Services and Capital Markets Act (the "FSCMA"). The Notes may not be offered, sold or delivered, directly or indirectly, or offered or sold to any person for reoffering or re-sale, direct or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law (the "FETL") and the decrees and regulations thereunder. Without prejudice to the foregoing, the holder of the Notes who is a resident in Korea may sell its entire holding of the Notes to only one person for a period of one year from the issue date of the Notes. Furthermore, the Notes may not be resold to Korean residents unless the purchaser of the Notes complies with all applicable regulatory requirements (including but not limited to government reporting requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of the Notes.

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market 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:

By:

$E$ cocusc $Q$

Duly Authorised

Elisabeth Wenusch

PART B-OTHER INFORMATION

$\overline{1}$ . LISTING AND ADMISSION TO TRADING

• $(i)$ Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the UK Listing Authority and admitted to trading on the regulated market of the London Stock Exchange with effect from the Issue Date.
• $(ii)$ Estimate of total expenses relating to admission to trading: £3,600

$2.$ RATINGS

The Notes to be issued are expected to be rated:

Standard and Poor's: $A+$ Moody's: $A2$ Fitch: $\overline{A}$

Each of the above credit rating agencies is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

A rating, if specified, 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.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $3₁$

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

$\overline{4}$ YIELD

Indication of yield:

1.320 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

ISIN Code:

Common Code:

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme (together with the address of each such clearing system) and the relevant identification number(s):

Delivery:

XS0855527916

085552791

Not Applicable

Delivery against payment

Names and addresses of additional Paying Agent(s) (if any):

Intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

6. GENERAL

Applicable TEFRA exemption:

144A Eligible

D Rules

Not 144A Eligible