11 Nov 2004

Prudential plc placement of the Rights Issue Rump. 11 November 2004

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

Following the announcement earlier today that Prudential plc (“Prudential”) had received valid acceptances in respect of 310,221,770 new Prudential shares, representing approximately 92.00% of the total number of new Prudential shares offered to shareholders pursuant to the 1 for 6 rights issue announced by Prudential on 19 October 2004 (the "Rights Issue"), Prudential now announces that, in accordance with the arrangements set out in Part III of the Rights Issue prospectus dated 19 October 2004, subscribers have today been procured for the remaining 26,993,927 new Prudential shares for which valid acceptances were not received, at a price of 419 pence per share.

The net proceeds from the sale of these new Prudential shares amounting, after deduction of the Rights Issue price of 308 pence per share and relevant costs, to 110 pence per share, will be paid to shareholders who have not taken up their entitlements, pro rata to their lapsed provisional allotments. As a result of the sale of these shares, neither the underwriters nor the sub-underwriters will be required to subscribe for any new Prudential shares.

The Rights Issue was underwritten by UBS Investment Bank, Cazenove & Co. Ltd and Goldman Sachs International.

Enquiries:

Each of UBS Limited, Cazenove & Co. Ltd and Goldman Sachs International is acting for Prudential plc and no-one else in connection with the Rights Issue 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 announcement.

Definitions used in the prospectus dated 19 October 2004 issued by Prudential plc shall have the same meanings when used in this announcement unless the context otherwise requires.

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 or form any part of, and should not be construed as, an offer to sell, or the solicitation of an offer to subscribe for, underwrite or acquire the New Shares being issued in connection with the Rights Issue. The New Shares 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 New Shares 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.

This announcement and the information contained herein is not for release, publication or distribution in or into the United States, France, Canada, Spain, Japan, Switzerland, New Zealand or South Africa.