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Mtn-Gbp200m-17-10-14-19-10-15.Pdf PROSPECTUS DATED 29 NOVEMBER, 2013 Prudential plc (incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 1397169) as Issuer £5,000,000,000 Medium Term Note Programme On 22 November, 2001 Prudential plc (the “Issuer” or “Prudential”) entered into a £5,000,000,000 Medium Term Note Programme (the “Programme”). This Prospectus supersedes any previous prospectuses issued in respect of the Programme. Any Notes (as defined below) issued under the Programme after the date hereof are issued subject to the provisions set out herein. This does not affect any Notes issued under the Programme prior to the date hereof. Under the Programme, the Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the “Notes”). Notes may be issued as senior obligations (“Senior Notes”), as dated notes with terms qualifying as Tier 2 Capital (as defined herein) (“Dated Tier 2 Notes”), as undated notes with terms capable of qualifying as Tier 2 Capital (“Undated Tier 2 Notes” and, together with the Dated Tier 2 Notes, the “Tier 2 Notes”), or as undated subordinated obligations, ranking junior to the Tier 2 Notes and with terms capable of qualifying as Tier 1 Capital (as defined herein) (“Tier 1 Notes”). Application has been made to the Financial Conduct Authority (the “FCA”) in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme described in this Prospectus during the period of twelve months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Market”). The Market is a regulated market for the purposes of European Council Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Where Notes are listed, references in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The applicable Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be traded on the Market and listed on the Official List. Prudential has a short-term/long-term debt rating of P-1/A2 (stable outlook) by Moody’s Investors Service Ltd (“Moody’s”), A-1/A+ (stable outlook) by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s”) and F1/A (stable outlook) by Fitch Ratings Limited (“Fitch”). Each of Moody’s, Standard & Poor’s and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). For information regarding the ratings of Notes issued under the Programme, please see page 12 below. Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Where a Series of Notes is rated, its rating will be specified in the applicable Final Terms. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and the Notes may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and applicable state securities laws is available. Accordingly, the Notes are being offered and sold (i) in the United States only to persons reasonably believed to be “qualified institutional buyers” within the meaning of Rule 144A un der the Securities Act (“QIBs”) in reliance on the exemption from registration provided by Rule 144A and (ii) to certain persons outside the United States in accordance with Regulation S under the Securities Act. See “ Provisions relating to the Notes while in Global Form ” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see “ Subscription and Sale ”. See “ Risk Factors ” for a discussion of certain factors to be considered in connection with an investment in the Notes. Arranger for the Programme Barclays Dealers Barclays Citigroup Deutsche Bank Goldman Sachs International The Royal Bank of Scotland UBS Investment Bank IMPORTANT INFORMATION This Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the “Prospectus Directive”). The Issuer has confirmed to the Dealers, as named and defined under “ Subscription and Sale ” below, in the context of the Programme and the issue of any Notes, that this Prospectus contains all such information as is necessary to enable investors to make an informed assessment of: (a) the assets and liabilities, financial position, profits and losses and prospects of the Issuer; and (b) the rights attaching to the relevant Notes, that this Prospectus is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and based on reasonable assumptions and that there are no other facts in relation thereto the omission of which would, in the context of the Programme or the issue of the relevant Notes, make any statement in this Prospectus or the opinions or intentions expressed herein misleading in any material respect, and all reasonable enquiries have been made to verify the foregoing. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms relating to any Series of Notes. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined herein) of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be admitted to the Official List and admitted to trading on the Market, will be delivered to the UK Listing Authority and the London Stock Exchange. Copies of each Final Terms will be available for viewing on weekdays during normal business hours from the registered office of the Issuer and the specified offices of The Law Debenture Trust Corporation p.l.c. (the “Trustee”) and the Issue and Paying Agent (as defined herein) for the time being in London and set out at the end of this Prospectus. In addition, copies of each Final Terms relating to Notes which are either admitted to trading on the Market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive will be published on the website of the Regulatory News Service operated by the London Stock Exchange. Copies of each Final Terms relating to Notes which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be published in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. This Prospectus should be read and construed with any amendment or supplement hereto and with any documents incorporated herein by reference (see “ Documents Incorporated by Reference ” below). Further, in relation to any Series of Notes, this Prospectus should be read and construed together with the applicable Final Terms. No person has been authorised by the Issuer, any Dealer or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, any Dealer or the Trustee. No representation or warranty is made or implied by the Dealers or the Trustee or any of their respective affiliates, and neither the Dealers nor the Trustee nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the 0083958-0000563 ICM:18178435.7 2 offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is accurate subsequent to the date hereof or that there has been no adverse change in the financial situation of the Issuer since the date hereof or, if later, the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
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