UPDATE 2-Prudential seeks HK listing hearing Thursday-sources

Fri Apr 16, 2010 9:22am EDT

* Hong Kong listing comes ahead of key rights offering

* HK listing part of Prudential's $35.5 bln AIA deal

* Prudential says committed to existing UK listing

(Adds new details from source)

By Michael Flaherty and Victoria Howley

HONG KONG/LONDON, April 16 (Reuters) - Prudential (PRU.L) aims to gain approval for its Hong Kong listing next week, sources with direct knowledge of the matter said, as it pushes ahead to fund its $35.5 billion takeover of Asian rival AIA.

The British insurer is seeking the listing to lure Asian investors to a $21 billion rights issue, launched to fund the acquisition of American International Group's (AIG) (AIG.N) life insurance unit.

Separately, a person close to the matter told Reuters that Prudential had detailed discussions with Clive Cowdery about selling its UK business to his buy-out vehicle Resolution RSL.L just before the AIA bid was announced.

However, there have been no formal discussions since then, another person close to the matter told Reuters.

And Chief Executive Tidjane Thiam reiterated his commitment to the existing London listing this week, despite the transformational nature of the AIG deal.

The Hong Kong Stock Exchange Listing Committee meets every Thursday. Gaining the committee's stamp of approval is a key step toward listing shares on the exchange.

Hong Kong-traded shares will give Prudential more shareholders around the globe as it prepares the crucial rights offering needed for the AIA acquisition.

Because Prudential is only allowing its shares to trade on the Hong Kong exchange, rather than pricing a standard stock offering, the listing is expected to happen soon after it receives approval.

The sources warned that the timing of the listing and of other key events associated with Prudential's $35.5 billion takeover of AIG's Asian life insurance unit were subject to change.

Prudential's Hong Kong spokesman declined to comment.

The British insurer is launching a $21 billion rights offering to help finance the insurance industry's largest-ever acquisition. The prospectus for the rights offering is expected to be public on April 29, according to a source, with a shareholder vote and the offering in May.

ACCELERATED LISTING

On March 8, Prudential announced it was accelerating plans for its listing of ordinary shares on the Hong Kong exchange. Prudential said it had made an application to the exchange, aiming to have the listing effective prior to launch of the rights issue.

The formal term for Prudential's move onto the Hong Kong exchange is an "introduction", as it becomes a dual-primary listing without the typical stock underwriting, pricing, and investor road show that accompany standard initial public offerings.

Prudential is not proposing to offer new ordinary shares in connection with the listing other than those in the rights issue, the company has said.

Prudential's UK business is a strong provider of cash for the group, which helps it to pay dividends to shareholders and supports its credit rating, one of the people said.

"Pru would consider selling the business at the right price - its existing Asian businesses are starting to generate more cash as they mature - but Resolution is currently the only buyer in the market, so it is not an attractive time to sell," the person said.

But he added that a theoretical sale of the U.K. business could help Prudential avoid having to raise capital to meet European solvency rules.

Analysts have said key aspects of the so-called Solvency II regime could push British insurers to raise 50 billion pounds in capital, although growing criticism in continental Europe means they are increasingly likely to be watered down. (Additional reporting by Kennix Chim and Denny Thomas; editing by Chris Lewis and Karen Foster)

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