Prudential PLC — Capital/Financing Update 2013

Dec 16, 2013

PRUDENTIAL PLC

£5,000,000,000

Medium Term Note Programme

Series No: 28

Tranche No: 1

£700,000,000 5.70% Dated Tier 2 Notes due 2063

Issued by

PRUDENTIAL PLC

Issue Price: 100%

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Drawdown Prospectus dated 13 December 2013 relating to the Notes. References in the Terms and Conditions to the "Final Terms" shall be deemed to refer to the final terms set out below.

1.	(i)	Series Number:	28
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
2.	Specified Currency:		Sterling ("£")
3.		Aggregate Nominal Amount of Notes
		Tranche:	£700,000,000
		Series:	£700,000,000
4.	Issue Price of Tranche:		100 per cent of the Aggregate Nominal Amount
5.	(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
6.	(i)	Issue Date and Interest Commencement Date:	16 December 2013
7.	Maturity Date:		19 December 2063
8.	Interest Basis:		5.70 per cent Fixed Rate from and including the Issue Date to but excluding 19 December 2043, thereafter the Notes shall bear interest at the relevant Reset Rate calculated every five years in accordance with paragraph 14 below
9.	Redemption/Payment Basis:		Redemption at par
10.	Change of Interest Basis or Redemption/Payment Basis:		Fixed Rate Reset Notes
11 o	Put/Call Options:		Issuer Call
12.5	(i)	Status of the Notes:	Dated Tier 2 Notes

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Date of Board and Committee $(ii)$ approval for issuance of Notes obtained

4 December 2013 and 4 December 2013 respectively

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.	Fixed Rate Note Provisions		Not Applicable
14.	Reset Note Provisions:		Applicable
	(i)	Initial Rate of Interest:	5.70 per cent per annum payable semi-annually in arrear on each Interest Payment Date up to but excluding 19 December 2043
	(ii)	Interest Payment Date(s):	19 December and 19 June in each year from and including 19 June 2014
	(iii)	Day Count Fraction:	Actual/Actual (ICMA)
	(iv)	Determination Date(s):	19 December and 19 June in each year
	(v)	Reset Date(s):	19 December 2043 and each corresponding day and month falling every five years thereafter
	(vi)	Subsequent Reset Reference Rate(s) and Relevant Financial Centre:	Subsequent Reset Reference Rate: Reference Bond
			Relevant Financial Centre: London
	(vii)	Reset Margin:	+3.084 per cent. per annum being the sum of 2.084 per cent. per annum (the "Initial Margin") and 1.00 per cent. per annum (the "Step Up Margin")
	(viii)	Subsequent Reset Rate Screen Page:	Not Applicable
	(ix)	Mid Swap Maturity:	Not Applicable
	(x)	Reset Determination Date:	1 Business Day prior to each Reset Date
	(xi)	Subsequent Reset Rate Time:	Not Applicable
	(xii)	Deferral of Interest:	Option B Notes
	(xiii)	ACSM:	Not Applicable
	(xiv)	Dividend and Capital Restriction:	Not Applicable
15.	Floating Rate Note Provisions:		Not Applicable
16.	Zero Coupon Notes Provisions		Not Applicable
17.	Step-Up Rate of Interest		Applicable from and including 19 December 2043 to but excluding the Maturity Date

	(i)	Rate of Interest/Margin:	See above
	(ii)	Method of determination of Rate of Interest:	Reset Rate calculated in accordance with Paragraph 14 above.
	(iii)	Reset Date:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18.	(a)	Issuer Call:	Applicable
	(i)	Optional Redemption Date(s):	19 December 2043 or any Interest Payment Date thereafter
	(ii)	Optional Redemption Amount(s):	£1,000 per Calculation Amount
	(iii)	If redeemable in part:	Not Applicable - redeemable in whole only
	(b)	Regulatory Event Redemption:	Not Applicable
	(c)	Regulatory Event Redemption and Regulatory Event Refinancing Option:	Applicable
	(d)	Solvency II Regulatory Event Redemption:	Not Applicable
	(e)	Issuer Call due to a Tax Event:	Applicable
	(f)	Issuer Call due to a Tax Call Event:	Not Applicable
	(g)	Issuer Exchange Option:	Not Applicable
19.		Investor Put:	Not Applicable
20.		Final Redemption Amount:	£1,000 per Calculation Amount
21.	Early Redemption Amount(s) payable on redemption for taxation reasons (where applicable) or on event of default:		Not Applicable
22.		Make Whole Redemption Price:	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. 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:

Additional Financial Centre(s):

Talons for future Coupons to be attached 25. to Definitive Notes:

Not Applicable

No

Yes, as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made

Signed on behalf of the Issuer:

By:

24.

$222 - 0.5$

Duly Authorised

Elisabeth Wenusch

PART B - OTHER INFORMATION

$1.5$ LISTING AND ADMISSION TO TRADING

• Listing and admission to trading: Application has been made by the Issuer (or on its $(i)$ behalf) for the Notes to be listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market with effect from 16 December 2013.
• $(ii)$ Estimate of total expenses relating to £3,650 admission to trading:

$2.$ RATINGS

The Notes to be issued are expected to be assigned the following ratings:

A- by Standard & Poor's Credit Market Services Europe Limited A3 by Moody's Investors Service Ltd BBB+ by Fitch Ratings Limited

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

Save for any fees payable to the Joint Bookrunners, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Bookrunners and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

YIELD $\overline{4}$ .

Indication of yield:

Not Applicable

OPERATIONAL INFORMATION $5.5$

ISIN Code:	XS1003373047
Common Code:	100337304
Any clearing system (s) other than Euroclear and Clearstream, Luxembourg (together with the address of each such clearing system) and the relevant identification number(s):	Not Applicable
Names and addresses of additional Paying $Agent(s)$ (if any):	Not Applicable

THIRD PARTY INFORMATION $6.$

Not Applicable

$7.$ GENERAL

Applicable TEFRA exemption:

D Rules

144A Eligible:

Not 144A Eligible

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