Issue of Equity

Prudential PLC
19 October 2004



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, FRANCE, CANADA, SPAIN, JAPAN, SWITZERLAND, NEW ZEALAND OR SOUTH
AFRICA



Embargo: 07:00 hrs 19 October 2004



Proposed one for six Rights Issue at 308 pence per New Share to Qualifying
Shareholders



Summary

Issue and timing

  • Net proceeds of £1 billion
  • One new share per six existing shares at 308 pence per share
  • Represents a 29.5 per cent discount to theoretical ex rights price (TERP)
    and a 32.8 per cent discount to the closing price on 18 October 2004
  • Proposed issue of 337.2 million new shares represents approximately 16.7
    per cent of issued share capital
  • Fully underwritten by UBS Investment Bank, Cazenove and Goldman Sachs
    International
  • Current dividend policy to be maintained
  • No EGM required
  • Nil paid trading period expected to commence on 20 October 2004
  • Dealings in new shares, fully paid expected to commence on 11 November
    2004

Rationale

  • Increases Prudential's ability to seize opportunities for UK sales growth
    created by depolarisation, clearer government policy on savings products and
    increased awareness of the need to save.
  • Strengthens Prudential's regulatory capital position in anticipation of
    the EU Financial Groups Directive effective from 1 January 2005.



Commenting, Jonathan Bloomer, Group Chief Executive of Prudential plc, said:

'This rights issue is about raising capital to grow the UK business. In recent
years we have transformed our business in the UK and we are now well positioned
to take advantage of the growth opportunities in the market.

As you will have seen from the third quarter new business figures we have
announced today, sales are gaining momentum and we now have a much more positive
view on future prospects for the UK. It is with this in mind that we have
decided to launch our £1 billion rights issue. Aside from the UK growth
opportunities, we want to ensure we remain appropriately capitalised going into
a new regulatory regime.'



Additional information follows and forms part of this announcement.

Notes to editors:

1. There will be a conference call today at 7.30 a.m. for wire services hosted
by Jonathan Bloomer, Group Chief Executive and Philip Broadley, Group Finance
Director. The dial-in telephone number is [phone]. Callers should
quote Prudential for access to the call.

2. A presentation to analysts and investors will take place today at 9.30 a.m.
at Prudential plc's offices at Laurence Pountney Hill, London EC4R 0HH.
Registration will commence from 8.30 a.m.. This presentation will be webcast
live and will be accessible from our website (www.prudential.co.uk). The slides
will be published on our website from 9.30 a.m. this morning and an audio
recording of the presentation will be available on the website from 2.30 p.m.
this afternoon.

3. A press conference will take place this morning at 11.30 a.m. at Prudential
plc's offices at Laurence Pountney Hill, London EC4R 0HH. If journalists wish to
attend please call the Group Press Office in advance on [phone].



Enquiries

Media
Geraldine Davies                                             020 7548 3911
Clare Staley                                                 020 7548 3719

Investors/Analysts
Rebecca Burrows                                              020 7548 3537
Marina Lee-Steere                                            020 7548 3511

Advisers
UBS Investment Bank                                          020 7568 1000
Kevin McLoughlin
Phil Shelley

Cazenove                                                     020 7588 2828
John Paynter
Tim Wise

Goldman Sachs International                                  020 7774 1000
Karen Cook
Matthew Westerman



Further Details of the Rights Issue

The Board has today announced that Prudential plc (the 'Company') is proposing
to raise approximately £1 billion, net of expenses, by the issue of 337.2
million new ordinary shares in the Company ('New Shares') at a price of 308
pence per New Share.

The issue is being made by way of a Rights Issue to Qualifying Shareholders (as
defined below) on the basis of one New Share for each six existing ordinary
shares in the Company ('Existing Shares') held at the close of business on 15
October 2004 (the 'Record Date') and so in proportion to the number of Existing
Shares then held (the 'Rights Issue').

The Issue Price of 308 pence per New Share represents a 32.8 per cent discount
to the closing middle market price of 458 pence per Share on 18 October 2004,
the last dealing day before the announcement of the Rights Issue.

The Rights Issue has been fully underwritten by UBS, Cazenove and Goldman Sachs
International (the 'Underwriters').



Information on the Group

The Prudential Group is a leading international financial services group,
providing retail financial services and fund management in its chosen markets in
the UK, the US and Asia. In the nine months ending 30 September 2004, the Group
wrote worldwide Annual Premium Equivalent (APE) sales of £1.3 billion. As at 30
June 2004, the Group had total funds under management of £170.1 billion.

Reasons for the Rights Issue

Overview

As Prudential's third quarter new business sales for 2004 demonstrate, the
performance of its businesses across the Group has been strong. Year-to-date new
business sales on an APE basis in the UK and Europe, US and Asia increased by
19%, 18% and 12% respectively compared with the same period in 2003 (at constant
exchange rates). The strength of Prudential's businesses and positive
developments in a number of its markets represent an opportunity for Prudential
to enhance its market position and generate improved returns for its
shareholders.

A strong financial position at a Group level will provide increased financial
flexibility and allow Prudential to capitalise on these opportunities as they
arise.

The majority of the net proceeds of the Rights Issue will be used to provide
capital to support Prudential's growth plans for the UK and to fund a potential
investment opportunity in Prudential's joint venture in India. The remainder of
the proceeds will be used to ensure that Prudential meets the parent company
solvency test under the EU Financial Groups Directive ('FGD') that becomes
effective from 1 January 2005.

In the UK, Prudential has undertaken a significant restructuring of its business
in recent years and believes that it is now well positioned to take advantage of
the opportunities presented. Prudential believes that prospects for the UK life
insurance industry are improving. The fundamentals underlying the market are
strong with demographic trends continuing to drive increased demand for
insurance and investment products. Furthermore, the likely effects of certain
regulatory changes have become clearer particularly with regard to distribution.
Prudential believes that depolarisation will accelerate the ongoing
concentration of market share towards the largest life companies.

By the financial year ending 2007, Prudential is targeting a weighted average
post-tax Internal Rate of Return ('IRR') of 14% on the capital required to
support new business growth in the UK. This target excludes the benefit of
profit transfers from its with-profits business.

Changes to the regulatory solvency regime effective from 1 January 2005, in
particular the implementation of the FGD, will increase the Group's parent
company solvency requirement. Prudential believes that the Group's financial
strength remains a core element of its competitive proposition and, accordingly,
intends to maintain an appropriate level of parent company capital to meet the
FGD requirements on a continuous basis once they become effective.



Opportunities to drive growth

UK market opportunity

The fundamental drivers underlying the UK market are strong. The need to save
for retirement is increasingly important, particularly for persons aged over 45,
with the shift away from defined benefit pension schemes and the relatively low
levels of state pension benefits.

After a period of some uncertainty, the likely effects of certain regulatory
changes are emerging in a number of key areas. In particular, Prudential expects
the FSA's regulations on depolarisation to drive significant change in the
distribution landscape, concentrating sales with a limited number of major
product providers. Pensions reforms set to take effect in 2006, are likely to
increase the average size of individual pensions contributions, potentially
improving the economics of pension provision. In addition, the Government has
provided clarity on the Sandler product price cap which has been set at 1.5%.

In recent years, there has been greater concentration of life and pensions sales
among the leading companies in the UK. Prudential has been a beneficiary of this
trend in its chosen core product areas, particularly annuities, investment bonds
and corporate pensions where it enjoys market-leading positions.

Prudential well positioned

During the past three years, Prudential has transformed its UK business to
improve performance through greater customer focus, management accountability,
cost efficiency, enhanced products and more effective distribution. Prudential
has moved from a focus on with-profits products distributed through a direct
sales force to a business centred on a range of products distributed through a
variety of channels.

In addition, Prudential has been writing an increasing proportion of new
business supported by shareholder capital. In 2001, this shareholder-backed
business represented 28% of APE sales. In the first nine months of 2004 this had
increased to 53%. This is a trend that Prudential expects to continue.

At the same time, Prudential has improved its efficiency, for example, reducing
its ratio of expenses (excluding commissions) to assets from 1.24% in 2001 to
0.84% in 2003.

More recently, to meet the anticipated needs of multi-tied IFAs, Prudential has
broadened its product range to include protection products and individual
pensions.

Impact of depolarisation on distribution

IFAs continue to be the primary channel for the distribution of life and pension
products in the UK. In 2003, over half of the total life and pension sales in
the UK market were channelled through IFAs. In recent years, IFAs have been
consolidating and, today, approximately half of total IFA sales are written by
30 firms and networks. Prudential believes that depolarisation and the
establishment of multi-tie arrangements or 'panels' with leading IFAs will have
an important influence on which insurers ultimately succeed in the UK market.

Under depolarisation the FSA will allow distributors to offer the products of a
limited number of providers. Prudential expects that a significant proportion of
IFAs who previously operated as 'whole-of-market' providers will move to a '
panel' approach whereby they distribute the product range of a select number of
life companies. Prudential believes that IFAs will select product providers
based on a range of criteria that include strong brand and market reputation,
robust investment performance, a competitive and comprehensive product range,
financial strength, IFA distribution expertise, provision of automated processes
and scale. Prudential believes it scores highly against all of these criteria
and it has already been selected as the lead partner in the formation of the
multi-tie panel for Sesame, one of the UK's largest IFA networks.

Prudential intends to maintain a flexible approach as the post-depolarisation
distribution landscape evolves and notes that this could include capital
investment in the development of multi-tie arrangements, where these are
projected to create value.

Depolarisation is also expected to have a significant impact on the bank
distribution model in the UK, as banks will be able to offer their customers
products from a panel of different providers rather than from a single product
provider. Prudential expects that a number of existing single-tie relationships
will be reviewed and that this represents an opportunity for it to establish
further distribution arrangements with certain of the UK's major banking
networks. In 2004, Prudential established arrangements with Lloyds TSB and
Alliance & Leicester for the distribution of protection products.

Strong Potential To Develop Shareholder-Backed Business

Annuity business

The UK annuity market has been one of the key drivers of the overall life market
during recent years. The annuity market has been a particular area of focus in
Prudential's UK strategy in recent years and today the Group is a leading
provider of annuities in the UK with a market share in the first half of 2004 of
23% in individual annuities and 37% in bulk annuities. Prudential has a large
source of annuity business through maturing pensions in its with-profits fund
which, to date, has been written in Prudential's with-profits fund. However,
Prudential now writes this business in its shareholder-backed business,
Prudential Retirement Income Limited.

In addition, shareholder capital has been used to support the annuity business
written on behalf of other insurers. The recent agreements with Zurich Financial
Services and Pearl Assurance highlight Prudential's capabilities in this area.
Shareholder capital is also used to back individual annuities obtained through
customers from other insurers exercising their Open Market Option.

Prudential is able to use its strong position to write annuities in bulk for UK
defined benefit pension funds. Earlier in the year, Prudential launched two new
risk management products which will widen the range of solutions available to
pension schemes considering bulk annuity buy-outs. In the first nine months of
2004, Prudential wrote £253 million of bulk annuity premiums in the UK.

Prudential believes that it has developed a strong position in the annuity
market based on its (i) investment expertise in asset-liability matching; (ii)
mortality risk expertise led by a dedicated actuarial team working with the
single largest pool of mortality data in the UK; (iii) recently implemented
pricing and administration systems that, today, pay pensions to approximately
700,000 people each month; and (iv) strong brand and its reputation for
financial security.

Single premium investment products

Prudential considers it important to have a broad and competitive product range
to enhance its multi-tie proposition. Therefore, Prudential believes it should
have strong single premium investment products including unit-linked bonds,
offshore bonds and with-profits offerings.

Prudential allocated significant capital to support new business growth in its
unit-linked bond and offshore bond offerings in the first half of 2004 and
according to ABI data achieved market shares of 3% and 10% respectively in these
products.

UK corporate pensions

Prudential is a market leader in UK corporate pensions with approximately
500,000 members in existing schemes and 20% of the FTSE 100 companies as
clients. Prudential is the market leader in the provision of pension schemes to
the UK public sector where it provides over half of all local authorities with
pension schemes and is a joint pension provider to both the NHS and the UK Civil
Service. Prudential has recently enhanced its sales process to include automatic
enrolment and greater use of worksite marketing to support its leading position
with UK corporate pensions schemes and the employee benefit consultants who
advise them.

Other UK product initiatives

Despite the recent reduction in size of the UK with-profits market, Prudential
believes there is still customer demand for a product offering a smoothed
investment return and has recently developed PruFund to provide greater
certainty and transparency in the operation of the product. The business will be
written in Prudential's life fund.

As an important aspect of enhancing its multi-tie proposition, Prudential has
invested in the development of its protection product offering. It has focussed
on building the e-commerce and automated process capabilities that are required
for low-cost processing, which is important for high volume and competitive
pricing.

Demographic trends in the UK show that its population is living longer. This
presents a financial challenge to many people, whose home may be their single
largest asset. Prudential in conjunction with Northern Rock has developed an
equity release product which uses the home to provide income while pensioners
retain the right to live in the home until the end of their lives. Total sales
of equity release products in the UK in 2003 were £1.1 billion, a 60% increase
compared to 2002. Prudential is expecting continued strong growth in this market
in the future.

Prudential has also established PruHealth, a joint venture with Discovery
Holdings of South Africa, the market leader in the South African healthcare
market, to develop an innovative UK healthcare product linking health and
fitness to the cost of medical insurance plans.

In addition, Prudential has been developing its personal pensions product
capability as this is considered to be part of the multi-tie offering.
Prudential is targeting high value single premium business.



Target financial performance for new shareholder-backed business

As sales of with-profits products have declined in recent years, the proportion
of shareholder-backed business written by Prudential has increased. In the
future, as Prudential seeks to broaden its product range, the requirement for
shareholder capital is expected to increase further.

By the financial year ending 2007, Prudential is targeting a weighted average
post-tax Internal Rate of Return (IRR) of 14% on the capital required to support
new business growth in the UK. This target excludes the benefit of profit
transfers from its with-profits business.

Prudential's weighted average post-tax IRR target of 14% by 2007 for new UK
business is dependent on the projected business mix as well as the anticipated
individual product IRR targets. Prudential's individual target product IRRs for
2007 are: 20% for annuities; 15% for protection products; and 15% for corporate
pensions. Prudential has set an IRR target of 8% for unit linked bonds in 2007
although it expects to set a higher target beyond 2007 as the business grows and
obtains scale.

As Prudential intends to allocate capital to a wider range of products in the
UK, the mix of business Prudential expects to write in the future is likely to
lead to some reduction in the new business margin in the UK offset by higher new
business premiums.





Growth potential in Asia

The Group will seek to respond positively to changes in local regulations in
India to increase the limit on foreign shareholdings in life insurance companies
to 49% from the current level of 26%.

Prudential continues to expect its existing Asian businesses to be cash positive
from 2006.

Capital implications of the Financial Groups Directive

Prudential's operating subsidiaries are all adequately capitalised independently
in accordance with the regulatory environments in which they each operate.
Prudential Group remains well capitalised on its internal economic capital
basis.

Recent changes to the regulatory solvency regime encompassing the requirements
of the FGD will introduce a new parent solvency test which Prudential is
required to calculate. Consequently, Prudential's future capital requirement
under these new rules will be more onerous than the capital requirement derived
from its own economic capital models or the current regulatory capital
regulations.

In 2001, the FSA introduced a parent company solvency test based on the EU
Insurance Groups Directive ('IGD'). The aim of the requirement is to calculate
the surplus capital available in respect of each of its operations, wherever
located, calculated as though those businesses were subject to a local solvency
regime equivalent to that of the FSA.

Subsequent changes to this parent solvency regime have been introduced as the
FSA has developed its Integrated Prudential Sourcebook. With respect to
Prudential, these changes will have the overall impact of making the calculation
significantly more onerous. As an example, changes to Prudential's calculation
will require the deduction of goodwill associated with the Group's fund
management businesses. In addition, with respect to the Group's investment in
Egg, rather than use the market value of the 79% stake in the calculation as it
has previously, Prudential will in future only include its share of Egg's
surplus regulatory capital.

Various other changes to the calculation were introduced as a result of the
publication of Consultation Papers (CP) 195 and 204 by the FSA, and in July 2004
by the publication of Policy Statements (PS) 04/16 and 04/20. The former
implements the revised FSA basis for calculating the surplus assets of
subsidiaries in and outside the UK while the latter implements the FGD.
Following all of the changes described above, the Group's projection of its
year-end position under the parent company solvency test would be a shortfall in
the order of £100 million to £200 million.

Under the FGD, Prudential is classified as a 'mixed financial holding company'
subject to FGD requirements going forward, rather than to the IGD requirements.
This is due to Prudential's ownership of non-insurance related businesses,
namely the Group's fund management businesses and its controlling stake in Egg.
While the capital requirement for Prudential is similar under both the IGD and
the FGD, the parent solvency calculation under the FGD becomes a mandatory
regulatory requirement from 1 January 2005.

The FSA has required that the FGD parent company solvency requirements be
complied with on a continuous basis starting 1 January 2005, with the result
that Prudential will need to maintain an appropriate level of capital at the
parent company to accommodate, for example, movements in global foreign exchange
rates, interest rates and equity markets or a deterioration in the credit
quality of the Group's bond portfolios.

Prudential believes that the Group's financial strength remains a core element
of its competitive proposition and, accordingly, intends to maintain an
appropriate level of parent company capital to meet the FGD requirements on a
continuous basis once they become effective.

The UK life fund had a statutory free asset ratio of 10.7% as at 30 June 2004
and a Realistic Capital Margin ('RCM') cover of 3.9x on an ABI basis as at 31
December 2003, including an inherited estate of more than £6 billion as at that
time. Prudential Assurance Company's current financial strength ratings are AA+/
Aa1 (as rated by Standard & Poor's and Moody's respectively). In the US,
Prudential has risk based capital of approximately 3.9 times the minimum
required level as at 30 June 2004 and in Asia solvency levels are maintained in
accordance with local regulatory requirements.

Use of proceeds

The majority of the net proceeds of the Rights Issue will be used to provide
capital to support Prudential's growth plans for the UK and to fund a potential
investment opportunity in Prudential's joint venture in India. The remainder of
the proceeds will be used to ensure that Prudential meets the parent company
solvency test under the FGD that becomes effective from 1 January 2005. The
proceeds will initially be invested centrally within the Group in fixed interest
securities.



Financial background

Prudential today announced its new business sales figures for the nine month
period ended 30 September 2004; these are available on the Company's website
(www.prudential.co.uk).

Dividends

Following completion of the Rights Issue, Prudential intends to maintain its
current dividend policy, with future dividend payments per share taking account
of the bonus element of the Rights Issue.

Current trading and prospects

Total Group insurance sales were £8.2 billion for the first nine months of the
year, up 24 % on total Group insurance sales during the first nine months of
2003.

In the first nine months of 2004, the UK and European operations recorded APE
sales of £521 million, up 19% on the corresponding period in 2003, reflecting
strong sales of corporate pensions, individual annuities and unit-linked and
international with-profits bonds. M&G recorded gross retail fund inflows of £1.2
billion in the first nine months of 2004, an increase of 36% on the
corresponding period in 2003 and had net retail fund inflows of £154 million.

Prudential's US operations had APE sales for the first nine months of 2004 of
£335 million, which was 18% up on the corresponding period in 2003. The US
operations achieved retail sales in the third quarter of 2004 of £902 million,
up 22% on the corresponding period in 2003, reflecting increased sales of fixed
and equity-linked indexed annuities.

Prudential's Asian operations showed strong momentum during the third quarter of
2004. Overall APE sales of £394 million for the first nine months of 2004
represented growth of 12% on the corresponding period in 2003.

Prudential's businesses continue to show a healthy momentum, building on the
strong performance delivered in the first half of the year. With its broad
product range and diversified distribution channels, the UK insurance business
is well positioned to win customers as the market concentrates towards
financially strong companies. Prudential's US operations' 18% year-to-date
increase in sales on the corresponding period last year demonstrates that is has
the products and the distribution channels to succeed in the US market.

As was mentioned in the Interim Results Announcement, the Board continues to
monitor the effect of persistency on Prudential's business, and this is dealt
with in more detail in the Third Quarter 2004 New Business Results.

The Board believes Prudential is well positioned to continue to deliver growth
in its core markets in the remaining part of the current financial year and
beyond.

It should be noted that statements in this section assume constant exchange
rates.

Principal terms of the Rights Issue

Subject to the satisfaction of the conditions referred to below, the Board
proposes to issue the New Shares in connection with the Rights Issue in order to
raise approximately £1 billion net of expenses. The issue price of 308 pence per
New Share (the 'Issue Price') represents a 32.8% discount to the closing middle
market price of 458 pence per Share on 18 October 2004, the last business day
before the announcement of the Rights Issue.

The New Shares are being offered by way of rights to shareholders on the
register of members of the Company at the close of business on the Record Date
(other than certain overseas shareholders) ('Qualifying Shareholders') on the
following basis:

     One New Share at 308 pence per New Share for every six Existing Shares

held and registered in their name at the Record Date. Entitlements to fractions
of New Shares will not be allotted to Qualifying Shareholders, but will be
aggregated and sold in the market for the benefit of the Company. Accordingly,
Shareholders with fewer than six Existing Shares will not be entitled to
subscribe for any New Shares.

The latest time and date for acceptance and payment in full under the Rights
Issue is 11.00 a.m. on 10 November 2004.

The Company has arranged for the Rights Issue to be underwritten in full in
order to provide certainty as to the amount of capital to be raised.

The Rights Issue is conditional upon (i) admission of the New Shares to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's market for listed securities ('Admission') becoming effective by not
later than 8.00 a.m. on 20 October 2004 (or such later time and/or date as the
Company and the Underwriters may agree (being not later than 27 October 2004)),
and (ii) the underwriting agreement dated 19 October 2004 between the Company
and UBS, Cazenove and Goldman Sachs International otherwise having become
unconditional in all respects and not having been terminated in accordance with
its terms prior to Admission.

It is intended that provisional allotment letters in respect of the New Shares
will be despatched on 19 October 2004 to Qualifying Shareholders who hold their
Existing Shares in certificated form at their own risk. It is expected that nil
paid rights of Qualifying Shareholders who hold their Existing Shares in
uncertificated form within CREST will be credited to their appropriate CREST
stock accounts and enabled for trading on 20 October 2004.

We expect Admission to become effective and dealings in the New Shares, nil
paid, to commence on 20 October 2004.

The Rights Issue will result in the issue of 337.2 million New Shares
(representing approximately 14.3% of the issued share capital of Prudential, as
enlarged by the Rights Issue). The New Shares will, when issued and fully paid,
rank equally in all respects with the Existing Shares except that they will not
carry the right to receive the interim dividend for the year 2004 of 5.4 pence
per share due to be paid on 29 October 2004 to shareholders on the register of
members of the Company on 20 August 2004.

Expected timetable of Principal Events
Record Date for the Rights Issue                             Close of business on 15 October 2004
Dealings in New Shares, nil paid, commence on the London     8:00 a.m. on 20 October 2004
Stock Exchange
Nil Paid Rights credited to stock accounts in CREST          As soon as practicable after 8:00 a.m. on 
(Qualifying CREST Shareholders only)                         20 October 2004
Recommended latest time and date for requesting withdrawal   4:30 p.m. on 4 November 2004
of Nil Paid Rights from CREST (i.e. if your Nil Paid Rights
are in CREST and you wish to convert them into certificated
form)
Latest time and date for depositing renounced Provisional    3:00 p.m. on 5 November 2004
Allotment Letters, nil paid, into CREST or for
dematerialising Nil Paid Rights into a CREST stock account
Latest time and date for splitting Provisional Allotment     3:00 p.m. on 8 November 2004
Letters
Latest time and date for acceptance and payment in full and  11:00 a.m. on 10 November 2004
registration of renounced Provisional Allotment Letters
New Shares credited to CREST stock accounts (including       8:00 a.m. on 11 November 2004
Prudential Electronic Share Service) and dealings in the New
Shares to commence on the London Stock Exchange (fully paid)
Despatch of definitive share certificates for New Shares in  By 22 November 2004
certificated form



Note: References to times in this document are to London time unless otherwise
stated.



Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent financial adviser.

Certain statements made in this announcement constitute forward-looking
statements. Such statements are based on current expectations and, by their
nature, are subject to a number of risks and uncertainties that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Furthermore, these forward-looking statements speak only as of the date of this
announcement. The information and opinions contained in this announcement are
subject to change without notice and the Company assumes no responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein.

This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States (including its
territories and possessions, any state of the United States and the District of
Columbia). This announcement is not an offer of securities for sale into the
United States or in any jurisdiction in which such an offer or solicitation is
unlawful. The securities referred to in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended, and may not
be offered or sold in the United States, absent registration or an applicable
exemption from registration. No public offering of the securities will be made
in the United States.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for, the nil paid rights, the fully paid rights or the New
Shares being issued in connection with the Rights Issue, in any jurisdiction in
which such offer or solicitation is unlawful. The nil paid rights, the fully
paid rights, the New Shares and the provisional allotment letters have not been,
and will not be, registered under the applicable securities laws of France,
Canada, New Zealand, Switzerland, Spain, Japan or South Africa. Accordingly,
unless an exemption under any applicable laws is available, the nil paid rights,
the fully paid rights, the New Shares and the provisional allotment letters may
not be offered, sold, transferred, taken up or delivered, directly or
indirectly, in France, Canada, New Zealand, Switzerland, Spain, Japan or South
Africa or any other country outside the United Kingdom where such distribution
may otherwise lead to a breach of any law or regulatory requirement.

Each of UBS, Cazenove and Goldman Sachs International is acting for Prudential
plc in connection with the Rights Issue and no-one else and will not be
responsible to anyone other than Prudential plc for providing the protections
afforded to each of their respective clients or for providing advice in relation
to the Rights Issue or any other matters referred to in this document.

The address of UBS Limited ('UBS' or 'UBS Investment Bank') is 1 Finsbury
Avenue, London EC2M 2PP. The address of Cazenove & Co. Ltd ('Cazenove') is 20
Moorgate, London EC2R 6DA. The address of Goldman Sachs International ('Goldman
Sachs') is Peterborough Court, 133 Fleet Street, London EC4A 2BB.




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