Prudential gets needed consents to amend two series of tier 2 notes

By Sarah Lizee

Olympia, Wash., June 10 – Prudential plc received consents to amend its £600 million 5% dated tier 2 notes due 2055 and £700 million 5.7% dated tier 2 notes due 2063, according to a noteholder notice.

Extraordinary resolutions relating to both series were passed at meetings in London on June 10.

As previously reported, the company was proposing to substitute the principal debtor under the notes, among other changes.

Holders who submitted voting instructions – whether in favor of or against the extraordinary resolution – by the early voting deadline, noon ET on May 31, received the total early voting consideration, which was 8.5% for the 2055 notes and 13.25% for the 2063 notes.

Holders who submitted voting instructions after the early voting deadline but prior to the final voting deadline, noon ET on June 5, received the voting fee, which is 2.125% for the 2055 notes and 3.25% for the 2063 notes.

The voting fees were contingent on the extraordinary resolution passing.

With the extraordinary resolutions having passed, the company will increase the coupon (and the margin used to set the coupon in the future) by 56 basis points on the 2055 notes and by 64 bps on the 2063 notes.

The meeting for the 2055 notes required a quorum of one or more persons holding or representing a majority of the notes outstanding.

The meeting for the 2063 notes required a quorum of one or more persons holding or representing at least two-thirds of the outstanding notes.

In order for the proposal to pass, it must have been approved by not less than three-fourths of the persons voting at each meeting.

The proposal was previously considered by a special committee of the Investment Association at the request of the company. The members of the special committee hold 27.37% of the outstanding 2055 notes and 45.25% of the outstanding 2063 notes. They had informed the company that they intended to vote in favor of the proposal.

Among other amendments, the terms and conditions of the notes were amended to include an issuer optional substitution provision in the notes’ terms and conditions, which would enable the substitution of the notes to M&G Prudential as the issuer on, or prior to, the demerger of the Prudential group becoming effective.

The solicitation agents are BNP Paribas (+44 20 7595 8668 or liability.management@bnpparibas.com), J.P. Morgan Securities plc (+44 20 7134 2468 or EMEA_LM@jpmorgan.com) and Lloyds Bank Corporate Markets plc (+44 20 1726/1719 or liability.management@lloydsbanking.com). The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or prudential@lucid-is.com).

Prudential is a London-based life insurance and financial services company.

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