Proposed demerger of Jackson Financial Inc. from Prudential plc
Proposed demerger of Jackson...
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Proposed demerger of Jackson Financial Inc. from Prudential plc

11 August 2021
4 min.
Proposed demerger of Jackson Financial Inc. from Prudential plc

Prudential plc (“Prudential”) previously announced its intention on Thursday 28 January 2021 to demerge Jackson Financial Inc. ("Jackson"), resulting in two separately-listed companies (the “Demerger”).

Prudential today announces that the shareholder circular in relation to the proposed Demerger (the "Circular") has been submitted to the Financial Conduct Authority (the "FCA") by Prudential. Jackson’s Form 10 registration statement in relation to the proposed Demerger (“Form 10”) has been filed with the U.S. Securities and Exchange Commission ("SEC").

Further announcements will be made once the Circular has been approved for publication by the FCA and the Form 10 has been declared effective by the SEC, which are both expected later today.

Furthermore, Prudential intends to publish its half-year interim results for the six-month period ended 30 June 2021 on 11 August 2021 (the “Half-Year Results”). Therefore, in accordance with the UK Listing Rules, Prudential intends to submit a supplementary circular containing the Half-Year Results (the “Supplementary Circular”) to the FCA for approval. It is not expected that the Supplementary Circular will contain any additional information save for the Half-Year Results. The Supplementary Circular will be posted to Prudential’s shareholders as soon as practicable after publication of the Half-Year Results and once it has been approved for publication by the FCA.

Upon completion of the proposed Demerger, shareholders will hold interests in both Prudential and Jackson. If you are a Prudential shareholder as of 2 September 2021 (the “Record Date”), you will be entitled to receive one share of Jackson’s Class A common stock (a “Jackson Share”) for every 40 Prudential ordinary shares you hold on the Record Date. The Jackson Shares are expected to trade on the New York Stock Exchange (the “NYSE”) under the ticker “JXN”.

The Demerger will require the approval of shareholders at a general meeting of Prudential to be held at Nomura, 1 Angel Lane, London EC4R 3AB at 10.00am London time (5.00pm Hong Kong/Singapore time) on 27 August 2021 (the “General Meeting”). Shareholders will be able to join and participate in the General Meeting in person (to the extent this remains possible in accordance with government guidance, which may change after the publication of the Circular). Arrangements have also been made for shareholders to submit questions, both in advance and on the day itself, and to attend the General Meeting electronically. Further details are set out in the Circular expected to be published by Prudential later today and the notice of general meeting contained within it.

Subject to the Demerger completing, Prudential intends to offer to certain Prudential shareholders and Prudential ADR holders with an aggregate holding of 10,000 or fewer Prudential shares or 5,000 or fewer Prudential ADRs respectively (“Small Shareholders”) a share dealing facility, whereby the shares in Jackson to which they are entitled are sold on their behalf by Equiniti Financial Services Limited (the “Share Sale Option”1). Further details concerning the terms and availability of the Share Sale Option and the definition of Small Shareholders can be found in the Circular.

Prudential has established helplines operated from the UK and Hong Kong for shareholders who have questions in relation to the Circular, the Demerger or the Share Sale Option. The helpline operators cannot provide advice on the merits of the Demerger or give any financial, legal or tax advice. Further details concerning the available helplines and applicable telephone charges can be found in the Circular.

Jackson plans to have a number of engagements with investors and analysts including a virtual briefing event in the run up to its listing on the NYSE.

Subject to shareholder approval, it is expected that “when-issued”2 trading of the Jackson shares on the NYSE will commence on Wednesday 1 September 2021, the Demerger will complete on Monday 13 September 2021, and “regular‑way”3 trading of the Jackson shares on the NYSE will commence on Monday 20 September 2021. Jackson will not be listed on any other stock exchange.

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Alena Potapova

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