SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the
month of December, 2025
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation
of registrant's name into English)
13/F, One International Finance Centre,
1 Harbour View Street, Central,
Hong Kong, China
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F X
Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82-
Prudential plc
Repurchase Programme to neutralise 2025 share issuances for scrip
dividend
Prudential plc (the "Company")
announces that it will commence a share repurchase programme in
respect of c. 2,200,000[1] ordinary
shares of 5 pence each ("Ordinary
Shares"), in
the issued share capital of the Company (the "Programme").
The purpose of the Programme is to reduce the issued share capital
of the Company to offset dilution from shares issued under the
scrip dividend alternative in respect of the 2024 second interim
dividend and the 2025 first interim dividend of 16.29 and 7.71 US
cents per Ordinary Share, respectively. Based on the total number
of Ordinary Shares in issue announced on 12 December 2025, the
Programme approximates to 0.09%
of the Company's issued share capital. The Directors consider the
Programme to be in the best interests of the Company and of its
shareholders generally. Given its small size, the implementation of
the Programme is expected to marginally enhance earnings per
share.
The Company intends to make further repurchases of its Ordinary
Shares in future including in order to offset issuances under the
scrip dividend scheme (if offered) and any expected dilution from
the vesting of awards under employee and agent share schemes.
The Company will make further announcements in respect of any such
repurchases in due course.
Detailed terms of the Programme
The Company has entered into an arrangement with Merrill Lynch
International ("MLI") (acting as riskless principal) to conduct the
repurchases in respect of the Programme on its
behalf.
The arrangement with MLI enables the purchase of Ordinary Shares
for a period from 15 December 2025, and will complete no later than
19 December 2025. The aggregate maximum pecuniary amount allocated
to the Programme is GBP 31 million (exclusive of associated fees,
expenses and stamp duty) (equivalent to HKD 322.2 million and USD
41.4 million, based on the closing exchange rate between USD and
GBP and USD and HKD as of 12 December 2025 HKT).
MLI may effect purchases of Ordinary Shares under the Programme on
the London Stock Exchange and/or other trading
venues
[2] for
subsequent purchase by the Company. Purchases by the Company will
be treated as on-exchange transactions subject to the Listing Rules
of the London Stock Exchange and as on-market purchases for the
purpose of the
Hong Kong Code on Share Buy-Backs. .The
Company intends that any Ordinary Shares purchased will be
cancelled.
The Programme will run concurrently with the US$500 million third
and final tranche of the Company's US$2 billion share buyback
programme, announced on 1 July 2025 and also being conducted by MLI
(acting as riskless principal).
The Programme is in accordance with the Company's general authority
to purchase a maximum of 262,668,701 Ordinary Shares granted by
shareholders at the Company's 2025 Annual General Meeting. The
Programme will be conducted within the parameters prescribed by the
Market Abuse Regulation 596/2014/EU (as in force in the UK and as
amended by the Market Abuse (Amendment) (EU Exit) Regulations
2019), the Commission Delegated Regulation 2016/1052/EU (as in
force in the UK and as amended by the FCA's Technical Standards
(Market Abuse Regulation) (EU Exit) Instrument 2019) and in
accordance with Chapter 9 of the UK Listing Rules, the Hong Kong
Listing Rules and the Hong Kong Code on Share Buy-backs. No
purchase of Ordinary Shares will be conducted on the Hong Kong
Stock Exchange. No repurchases will be made in respect of the
Company's American Depositary Receipts.
The Company will make further announcements in due course following
any repurchase of shares. There is no guarantee that the Programme
will be implemented in full or that any shares will be repurchased
by the Company.
Additional information
About Prudential plc
Prudential provides life and health insurance and asset management
in Greater China, ASEAN, India and Africa. Prudential's mission is
to be the most trusted partner and protector for this generation
and generations to come, by providing simple and accessible
financial and health solutions. The business has dual primary
listings on the Stock Exchange of Hong Kong (HKEX: 2378) and the
London Stock Exchange (LSE: PRU). It also has a secondary listing
on the Singapore Stock Exchange (SGX: K6S) and a listing on the New
York Stock Exchange (NYSE: PUK) in the form of American Depositary
Receipts. It is a constituent of the Hang Seng Composite Index and
is also included for trading in the Shenzhen-Hong Kong Stock
Connect programme and the Shanghai-Hong Kong Stock Connect
programme.
Prudential is not affiliated in any manner with Prudential
Financial, Inc. a company whose principal place of business is in
the United States of America, nor with The Prudential Assurance
Company Limited, a subsidiary of M&G plc, a company
incorporated in the United Kingdom.
https://www.prudentialplc.com/
Contact
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Media
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Investors/Analysts
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Simon
Kutner
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+44
(0)7581 023260
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Patrick
Bowes
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+852
9611 2981
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Sonia
Tsang
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+852
5580 7525
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William
Elderkin
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+44
(0)20 3977 9215
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Ming
Hau
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+44 20
3977 9293
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Bosco
Cheung
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+852
2918 5499
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Tianjiao
Yu
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+852
2918 5487
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
15 December 2025
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By: /s/
Sylvia Edwards
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Sylvia
Edwards
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Deputy
Group Secretary
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