Offer Update

Prudential PLC
23 January 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 07.45 GMT

                                23 JANUARY 2006

                    RECOMMENDED OFFER BY PRUDENTIAL PLC FOR
             THE SHARES OF EGG PLC NOT ALREADY OWNED BY PRUDENTIAL

•              Acceptances received by Prudential in respect of 80.3 per cent.
of the issued ordinary share capital of Egg not already owned by the Prudential
Group prior to the making of the Offer on 19 December 2005.

•              The Prudential Group now owns 95.7 per cent. of the entire issued
ordinary share capital of Egg.

•              Offer extended until further notice.

•              Egg to delist on 20 February 2006 or as soon as is practicable
thereafter.

Level of Acceptances

On 19 December 2005, Lexicon Partners made a recommended Offer on behalf of
Prudential to acquire the shares of Egg not already owned by the Prudential
Group.

On 22 December 2005, Prudential announced that, following the admission of New
Prudential Shares to listing on the Official List of the UK Listing Authority
and to trading on the London Stock Exchange's market for listed securities
having become effective, the only condition of the Offer had been satisfied and
the Offer had become unconditional.

Prudential announces today that as at 1.00pm (London time) on 20 January 2006,
being the first closing date of the Offer, valid acceptances of the Offer had
been received by Prudential in respect of a total of 143,457,420 Egg Shares,
representing approximately 80.3 per cent. of the issued ordinary share capital
of Egg not already held by the Prudential Group prior to the making of the Offer
on 19 December 2005 and approximately 17.4 per cent. of the entire issued
ordinary share capital of Egg.

The number of valid acceptances above includes valid acceptances received in
respect of 853,036 Egg Shares subject to irrevocable commitments made in favour
of Prudential from members of the Independent Committee of Egg (representing
approximately 0.1 per cent. of the entire issued ordinary share capital of Egg),
4,789,698 Egg Shares held as investment assets in the life funds of The
Prudential Assurance Company Limited (representing approximately 0.6 per cent.
of the entire issued ordinary share capital of Egg) and 302,610 Egg Shares held
by other Directors of Egg (representing approximately 0.04 per cent. of the
entire issued ordinary share capital of Egg).

As at 1.00pm (London time) on 20 January 2006, there remained 3,700 Egg Shares
(representing approximately 0.0004 per cent. of the entire issued ordinary share
capital of Egg) subject to an irrevocable commitment made in favour of
Prudential, but for which valid acceptances had not yet been received.

Taking account of the valid acceptances received as at 1.00pm (London time) on
20 January 2006, the Prudential Group now owns 789,413,267 Egg Shares
(representing approximately 95.7 per cent. of the entire issued ordinary share
capital of Egg).

Save as disclosed in the Offer Document and above, neither Prudential nor any
person acting, or deemed to be acting, in concert with Prudential held Egg
Shares (or rights over Egg Shares) immediately before the commencement of the
offer period or, during the offer period, has acquired or agreed to acquire Egg
Shares (or rights over Egg Shares) and no acceptances of the Offer have been
received from any persons acting, or deemed to be acting, in concert with
Prudential.

Extension of Offer

Prudential also announces that 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.

Current value of the Offer

Based on the closing middle market price of 556 pence per Prudential share on 20
January 2006, the Offer:

•     values each Egg Share at approximately 124.4 pence; and

•     represents a premium of approximately 24 per cent. to the closing middle
market price of 100.25 pence per Egg Share on 25 October 2005, being the last
Business Day prior to the announcement by Prudential that it was considering
acquiring the Minority.

To Accept the Offer

If you hold Egg Shares in certificated form and have not yet accepted the Offer
but wish to accept the Offer, the Form of Acceptance should be completed, signed
and witnessed and returned to Lloyds TSB Registrars as soon as possible.

If you are an Egg Share Account Shareholder and have not yet accepted the Offer,
to instruct the Corporate Nominee to accept the Offer on your behalf, the Form
of Instruction should be completed, signed and witnessed and returned to Lloyds
TSB Registrars as soon as possible.

If you hold Egg Shares in uncertificated form (that is, CREST) and have not yet
accepted the Offer but wish to accept the Offer, an electronic acceptance should
be sent through CREST so that the TTE instruction settles as soon as possible.
If you hold Egg Shares as a CREST sponsored member, you should refer to your
CREST sponsor as only your CREST sponsor will be able to send the necessary TTE
instruction to CREST.


Delisting of Egg

The Board of Egg has confirmed to Prudential that it will apply to the UK
Listing Authority for cancellation of the listing of Egg Shares on the Official
List and to the London Stock Exchange for the cancellation of trading of Egg
Shares on its market for listed securities.  It is expected that such
cancellations will take effect on 20 February 2006 or as soon as is practicable
thereafter.

Terms used in this announcement shall have the same meaning as those used in the
Offer Document.

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]



Investor / Analyst Enquiries
Kieran Coleman                                                Tel: [phone]


Goldman Sachs International (financial adviser to Egg)        Tel: [phone]
Karen Cook
Nick Reid
Jonathan Sorrell


JP Morgan Cazenove (corporate broker to Egg)                  Tel: [phone]
Richard Locke
Mike Collar



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.

JP Morgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Egg 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 Egg for providing the protections afforded
to clients of JP Morgan Cazenove nor 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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