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DEALS - OPERACIONES
Further to the announcement on 1 March 2010 of Prudential's proposed $35.5 billion acquisition of AIA, AIG's Asian operations, Prudential yesterday launched its rights issue and published further details of its Hong Kong and Singapore listings and new regulatory capital facilities. An international team at Herbert Smith, co-led by corporate partners Will Pearce and Alex Bafi, has been advising lead banks Credit Suisse, HSBC and JP Morgan Cazenove on all aspects of the transaction from our offices in London, Hong Kong and Singapore. The $21 billion rights issue – the largest ever by a UK listed company – will be made on the basis of 11 new shares for every 2 existing shares at 104 pence per share. The rights issue is subject to shareholder approval at a general meeting to be held on 7 June 2010 and rights are expected to start trading on 8 June 2010. As announced on 8 March 2010, in connection with the AIA acquisition, Prudential is seeking a dual primary listing of its shares on the Hong Kong Stock Exchange and a secondary listing of its shares on the Singapore Stock Exchange. Listing is expected to occur on 25 May 2010. The Hong Kong team advising Credit Suisse as sponsor on Prudential's dual primary listing in Hong Kong and on the rights issue is being led by corporate partner Matt Emsley, with corporate partners John Moore and Ashley Alder. Kwok-Hon Lee, corporate Of Counsel, led the team advising on the secondary listing in Singapore. Following completion of the Asian listings and the rights issue, Prudential will complete a scheme of arrangement to insert a new group holding company that will be dual primary listed in London and Hong Kong and have a secondary listing in Singapore and a registered ADR program in the US. The new group holding company will acquire Prudential through the scheme of arrangement and AIA pursuant to the acquisition agreement with AIG immediately prior to its listing. As well as advising on the equity financing aspects of the transaction, Herbert Smith has been advising the lead banks on the debt financing aspects and new regulatory capital facilities comprising a $5.4 billion hybrid capital facility and a novel £1 billion contingent subordinated debt facility to enhance the group's capital in certain stress situations. The debt financing team is being led by finance partner Chris Fanner. Senior Partner Jonathan Scott commented: "We are delighted to have advised Credit Suisse, HSBC and JP Morgan Cazenove on the equity and debt financing aspects of this acquisition – the most complex and high profile international capital markets transaction so far this year." Slaughter and May is advising Prudential in London and Hong Kong, Cleary Gottlieb is advising Prudential on US securities law issues and Allen & Gledhill is advising Prudential in Singapore. Debevoise is advising AIG.
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