Prudential PLC — Capital/Financing Update 2014

Apr 16, 2014

FINAL TERMS

PRUDENTIAL PLC

£5,000,000,000

Medium Term Note Programme

Series No: 28

Tranche No: 1

GBP 200,000,000 Floating Rate Notes due October 2014 (the "Notes")

Issued by

PRUDENTIAL PLC

Issue Price: 100%

Barclays

The date of the Final Terms is 17 April 2014

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 29 November 2013 as supplemented by the supplement to it dated 10 April 2014 which together constitute 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 the 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 supplement have been published on the website of the Regulatory Exchange London Stock at Service operated by the News http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London.

	1.	(i)	Series Number:	28
		(ii)	Tranche Number:	1
	2.		Specified Currency:	Pound Sterling ("GBP")
3.		Aggregate Nominal Amount of Notes admitted to trading:
			Tranche:	GBP 200,000,000
			Series:	GBP 200,000,000
	4.		Issue Price of Tranche:	100 per cent. of the Aggregate Nominal Amount
	5.	(i)	Specified Denominations:	GBP 100,000
		(ii)	Calculation Amount:	GBP 100,000
	6.		Issue Date and Interest Commencement Date:	17 April 2014
	7.		Maturity Date:	Interest Payment Date falling in or nearest to October 2014
	8.	Interest Basis:		3 month GBP-LIBOR-BBA Floating Rate
				(further particulars specified below)
	9.	Redemption/Payment Basis:		Redemption at par
		10. Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
		11. Put/Call Options:		Investor Put
	12. $(i)$		Status of the Notes:	Senior Notes
		(iii)	Date of Board approval for issuance of Notes obtained	24 January 2007

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.		Fixed Rate Note Provisions:	Not Applicable
-----	--	------------------------------------	----------------

		14. Reset Note Provisions:	Not Applicable
		15. Floating Rate Note Provisions:	Applicable
	(i)	Specified Period(s)/Specified Interest Payment Dates:	17 July 2014 and 17 October 2014
	(ii)	Business Day Convention:	Modified Following Business Day Convention
	(iii)	Additional Business Centre(s): Not Applicable
	(iv)	Manner in which the Rates of Interest and Interest Amount is/are to be determined:	Screen Rate Determination
	(v)	Party responsible for calculating the Rates of Interest and Interest Amounts (if not the Issue and Paying Agent):	Not Applicable
	(vi)	Screen Rate Determination:
		Reference Rate, Relevant Time and Relevant Financial Centre:	Reference Rate: 3 month GBP-LIBOR-BBA
			Relevant Time: Not Applicable
			Relevant Financial Centre: Not Applicable
		Interest Determination $Date(s)$ :	First day of each Interest Period
		- Relevant Screen Page:	Reuters page LIBOR01
	(vii)	ISDA Determination:	Not Applicable
	(viii)	Margin(s):	Not Applicable
	(ix)	Minimum Rate of Interest:	Not Applicable
	(x)	Maximum Rate of Interest:	Not Applicable
	(xi)	Day Count Fraction:	Actual/365 (Fixed), adjusted
	(xii)	Deferral of Interest:	Not Applicable
	(xiii)	ACSM:	Not Applicable
	(xiv)	Dividend and Capital Restriction:	Not Applicable
16.		Zero Coupon Notes Provisions	Not Applicable
	17. Step-Up Rate of Interest		Not Applicable
	PROVISIONS RELATING TO REDEMPTION
	18. Issuer Call:		Not Applicable
19.	Investor Put:		Applicable

$\Delta\rightarrow 0$

ł,

First President

Contract

$-1$

$+1$

(i)		Optional Redemption Date(s): Any Business Day from and including the Issue Date to and including the Maturity Date with 5 Business Days' prior notice.
(ii)	Optional Redemption Amount(s):	GBP 100,000 per Calculation Amount
20. Final Redemption Amount:		GBP 100,000 per Calculation Amount
	21. Early Redemption Amount(s)	GBP 100,000 per Calculation Amount

payable on redemption for taxation reasons (where applicable) or on event of default:

1. Make Whole Redemption Price: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

$(i)$

Temporary Global Note exchangeable for a Form: Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event

• New Global Note: Yes $(ii)$
• 1. Additional Financial Centre(s): Not Applicable
• 1. Talons for future Coupons or No Receipts to be attached to Definitive Notes:

Signed on behalf of the Issuer: By Jus DANIELS
DIRECTOR 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 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 on or about the Issue Date.

2. RATINGS

The Notes to be issued have been rated:

$S\&P$ :	A+
Moody's:	A2
Fitch:	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 issue of the Notes has an interest material to the offer. The Dealers 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.

4. Floating Rate Notes only - Applicable

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

5. OPERATIONAL INFORMATION

ISIN Code:	XS1057858950
Common Code:	105785895
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme (together with the address of each such clearing system) and the relevant identification number(s):	Not Applicable
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable

6. THIRD PARTY INFORMATION

Not Applicable

7. GENERAL

Applicable TEFRA exemption 144A Eligible

D Rules Not 144A Eligible