Compulsory Acqn of Shares

Prudential PLC
24 March 2006

 Not for release, publication or distribution, in whole or in part, in, into or
         from the United States of America, Australia, Canada or Japan

                        NOT FOR RELEASE UNTIL 07.30 GMT

                                 24 MARCH 2006

              COMPULSORY ACQUISITION OF OUTSTANDING EGG PLC SHARES

Prudential plc ('Prudential') announces, in relation to the recommended Offer
for the entire issued and to be issued share capital of Egg plc made by Lexicon
Partners Limited on behalf of Prudential on 19 December 2005, that it has
received valid acceptances under the Offer in respect of more than 90 per cent.
of the Egg Shares to which the Offer relates.  Accordingly, Prudential will
shortly implement the procedures set out in sections 428 to 430F (inclusive) of
the Companies Act 1985 (as amended) to acquire compulsorily those Egg Shares in
respect of which it has not already received valid acceptances under the Offer.

The Offer, which remains subject to the terms set out in the Offer Document
dated 19 December 2005, will remain open for acceptances until further notice.
The Share Dealing Facility will also remain open for use in accordance with the
terms and conditions set out in the Share Dealing Facility Booklet until further
notice.

Defined terms used in this announcement have the same meanings as in the Offer
Document dated 19 December 2005.

ENQUIRIES

For further information, contact:

Egg Shareholder Helpline                                      Tel: [phone]
                                      (or  [phone] from outside the UK)

Prudential



Media Enquiries

Jon Bunn                                                      Tel: [phone]

William Baldwin-Charles                                       Tel: [phone]

Joanne Doyle                                                  Tel: [phone]



Investor / Analyst Enquiries

James Matthews                                                Tel: [phone]

Marina Novis                                                  Tel: [phone]



Lexicon Partners (financial adviser to Prudential)            Tel: [phone]

Andrew Sibbald

Ollie Clayton

Lucy Garrett




UBS Investment Bank (corporate broker to Prudential)          Tel: [phone]

Phil Shelley

George Close-Brooks



Egg



Media Enquiries

Press Office                                                  Tel: [phone]

Emma Byrne                                                    Tel: [phone]



Goldman Sachs International (financial adviser to Egg)        Tel: [phone]

Karen Cook

Nick Reid

Jonathan Sorrell






Lexicon Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Prudential only in connection with
the Offer and no-one else and will not regard any other person as its client or
be responsible to any person other than Prudential for providing the protections
afforded to clients of Lexicon Partners nor for providing advice in relation to
the Offer.

UBS is acting for Prudential only in connection with the Offer and no-one else
and will not regard any other person as its client or be responsible to any
person other than Prudential for providing the protections afforded to clients
of UBS nor for providing advice in relation to the Offer.

Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Egg and
no-one else in connection with the Offer and is not advising any other person
and accordingly will not be responsible to any person other than Egg for
providing the protections afforded to clients of Goldman Sachs International or
for providing advice in relation to the Offer.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities in any jurisdiction.  Any acceptance
or other response to the Offer should be made only on the basis of information
contained in or referred to in the Offer Document and the Information
Memorandum.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.  In particular,
this announcement should not be distributed, forwarded to or transmitted in or
into the United States of America, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction.

Unless otherwise determined by Prudential, the Offer is not being made, and will
not be made, directly or indirectly, in or into, or by use of the mails, or by
any means or instrumentality (including, without limitation, by means of
telephone, fax, telex or other forms of electronic communication) of interstate
or foreign commerce of, or by any facility of a national securities exchange of,
the United States of America, Canada, Australia or Japan and is not capable of
acceptance by any such use, means, instrumentality or facility.  Accordingly,
copies of this announcement, the Offer Document, the Information Memorandum, the
Form of Acceptance, the Form of Instruction, the Share Dealing Facility Booklet
and any related documents are not being, and must not be, mailed or otherwise
forwarded, transmitted, distributed or sent in, into or from the United States
of America, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance of the Offer. The availability of the Offer to persons who
are not citizens, nationals or residents of the United Kingdom may be affected
by the laws of their respective jurisdictions. Egg Shareholders who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements of their respective jurisdictions.  Further details in
relation to overseas shareholders are contained in the Offer Document and
Information Memorandum which have been posted to Egg Shareholders.

The Offer is not an offer of securities for sale in the United States of America
or in any jurisdiction in which such an offer is unlawful. The New Prudential
Shares to be issued in connection with the Offer have not been, nor will they
be, registered under the Securities Act, as amended, or under the securities
laws of any state of the United States of America and may not be offered or sold
in the United States of America, absent registration or an applicable exemption
from registration. The relevant clearances have not been, and will not be,
obtained from the securities commission or similar authority of any province or
territory of Canada and no prospectus, information memorandum or other documents
relating to the New Prudential Shares has been or will be filed or registration
made under any securities laws of any province or territory of Canada nor has
any prospectus, information memorandum or other documents relating to the New
Prudential Shares been, or will be, lodged with, or registered by, the
Australian Securities Investments Commission or the Japanese Ministry of Finance
and the New Prudential Shares have not been, and nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,
unless an exemption under relevant securities laws is applicable, the New
Prudential Shares may not be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, a person located in Canada, Australia or Japan.




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