Prudential (NYSE: PUK) lifts SHS stake to 70% for US$ 375 million
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Prudential plc has agreed to buy an additional 19% of Sri Han Suria (SHS), the holding company for Prudential Assurance Malaysia Berhad, for
The price was set after arm’s length negotiations using price-to-earnings and price-to-book valuation multiples that sit within the range of four selected Southeast Asian life insurance peers. Based on SHS Group’s audited 2024 results, the implied multiples are 7.0x earnings and 0.8x book value, in line with median peer levels.
Prudential expects the transaction, had it occurred earlier, would have been accretive to IFRS earnings per share (based on adjusted operating profit), traditional embedded value and IFRS shareholders’ equity per share for the Prudential Group. SHS Group generated profit after tax of
Positive
- None.
Negative
- None.
Insights
Prudential is increasing its Malaysian life arm stake to 70% via a RM1.52 billion connected-party deal expected to be EPS-accretive.
Prudential, through PCHL, is acquiring a further 19% of SHS for
The consideration was benchmarked using price-to-earnings and price-to-book multiples of four Southeast Asian life insurance peers, yielding implied multiples of 7.0x earnings and 0.8x book, which sit within the peer range and match the median price-to-book level. The board states the terms are on normal commercial terms or better and in the ordinary course of business, and that the deal would have been accretive to IFRS earnings per share, traditional embedded value and IFRS shareholders’ equity per share based on the six months ended
The transaction is classified as a connected transaction because seller Detik Ria is a substantial shareholder of SHS, but the applicable percentage ratios fall between
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 January, 2026
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-
The following text is the text of an announcement released to the
Stock Exchange of Hong Kong Limited on 22 January 2026 pursuant to
rule 14A.35 of the Rules Governing the Listing of Securities (the
"Listing Rules") on the Stock Exchange of Hong Kong.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of
Hong Kong Limited and the Singapore Exchange Securities Trading
Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
(Incorporated and registered in England and Wales with limited
liability, registered number 01397169)
(Stock Code: 2378)
PRUDENTIAL AGREES TO INCREASE OWNERSHIP INTEREST IN PRUDENTIAL
ASSURANCE MALAYSIA BERHAD TO 70% FOR APPROXIMATELY US$ 375
MILLION
CONNECTED TRANSACTION WITH DETIK RIA
IN RELATION TO THE PROPOSED ACQUISITION OF INTERESTS IN
SHS
The attached announcement is being released by Prudential plc on
the date below.
By
order of the Board
Prudential plc
Tom Clarkson
Company Secretary
Hong Kong, 22 January 2026
As at the date of this announcement, the Board of Directors of
Prudential plc comprises:
Chair
Shriti Vadera
Executive Director
Anil Wadhwani (Chief Executive
Officer)
Independent Non-executive Directors
Jeremy David Bruce Anderson CBE,
Arijit Basu, Chua Sock Koong, Guido Fürer, Ming
Lu,
George David Sartorel, Mark Vincent Thomas
Saunders FIA,
FASHK,
Claudia Ricarda Rita Suessmuth Dyckerhoff and Jeanette Kai Yuan
Wong
* For identification purposes
PRUDENTIAL AGREES TO INCREASE OWNERSHIP INTEREST IN PRUDENTIAL
ASSURANCE MALAYSIA BERHAD TO 70% FOR APPROXIMATELY US$ 375
MILLION
CONNECTED TRANSACTION WITH DETIK RIA
IN RELATION TO THE PROPOSED ACQUISITION OF INTERESTS IN
SHS
On 22 January 2026, PCHL (a wholly-owned indirect subsidiary of
Prudential) (as purchaser) and Detik Ria (as seller) entered into a
Share Purchase Agreement for the sale and purchase of 19% of the
issued share capital of SHS at a total consideration
of RM
1.52 billion (approximately US$ 375 million1).
Following completion of the Share Purchase Agreement, PCHL
(together with PCAIPS, a wholly-owned subsidiary of PCHL that holds
a 0.001% shareholding in SHS) and Detik Ria are expected to
respectively hold a 70% and 30% shareholding in
SHS.
As at the date of this announcement, Detik Ria is a substantial
shareholder (as defined in the HK Listing Rules) of SHS (an
indirect subsidiary of Prudential) and therefore a connected person
of Prudential at the subsidiary level under the HK Listing Rules.
Accordingly, the Transaction constitutes a connected transaction of
Prudential.
As one or more of the applicable percentage ratios (as defined
under the HK Listing Rules) in respect of the Transaction (on its
own and when aggregated with the Settlement, the details of which
were announced by Prudential on 31 July 2025) exceeds 1% but all of
such applicable percentage ratios are lower than 5%, the
Transaction is subject to the reporting and announcement
requirements under Chapter 14A of the HK Listing Rules, but is
exempt from the circular and the independent shareholders' approval
requirements under Chapter 14A of the
HK Listing Rules.
INTRODUCTION
On 22 January 2026, PCHL (a wholly-owned indirect subsidiary of
Prudential) (as purchaser) and Detik Ria (as seller) entered into a
Share Purchase Agreement for the sale and purchase of 19% of the
issued share capital of SHS at a total consideration
of RM
1.52 billion (approximately US$ 375 million1).
BNM Approval in relation to the Transaction has been
obtained.
SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE PURCHASE
AGREEMENT
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Date:
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22
January 2026
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Parties:
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1. PCHL,
an indirect subsidiary of Prudential (as
purchaser)
2. Detik
Ria (as seller)
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Subject
matter:
|
The
Share Purchase Agreement provides for the sale by Detik Ria and the
purchase by PCHL of the Sale Shares. Completion of the Share
Purchase Agreement is not subject to any conditions.
Currently,
PCHL (together with PCAIPS, a wholly-owned subsidiary of PCHL that
holds a 0.001% shareholding in SHS) and Detik Ria respectively hold
a 51% and 49% shareholding in SHS. Following completion of the
Share Purchase Agreement, PCHL (together with PCAIPS) and Detik Ria
are expected to respectively hold a 70% and 30% shareholding in
SHS.
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Consideration:
|
The total consideration is fixed at RM1.52 billion (approximately
US$ 375 million1), which shall be payable in cash in RM in full
at completion.
The
consideration was determined after arm's length negotiations
between Detik Ria and PCHL with reference to, among other things,
the business of the SHS Group, the substantial investments
Prudential has made in the business over time, the factors set out
in the section headed "Reasons for and Benefits of entering into
the Share Purchase Agreement" below, and the price to earnings and
price to book multiples of the Transaction.
The
commonly used valuation multiples for life insurance businesses
include: price to earnings multiple, price to book multiple, and
price to embedded value multiple. Price to embedded value multiples
are based on actuarial embedded value calculations which are (a)
not a commonly audited accounting metric and (b) not a readily
publicly available metric for the SHS Group or one or more of its
comparable companies. In light of the foregoing, Prudential
believes that the use of price to earnings multiple and price to
book multiple can appropriately reflect the value of ongoing
operations of the SHS Group and is in line with market
practices.
In
selecting suitable comparable companies, Prudential has adopted the
following selection criteria, all of which shall be
met:
a.
they are principally engaged in (without limitation) operating
licensed life insurance businesses;
b.
they manage and carry out their main business activities in
Southeast Asia with significant contribution from
Malaysia;
c.
they manufacture a range of life insurance products including
savings and protection products;
d.
they distribute life insurance products primarily through licensed
channels including agents and banks;
e.
the target customers for their insurance products are individual
and corporate customers in their respective licensed market(s);
and
f.
they are regulated and their audited financial information is
readily publicly available and, where listed, are listed on Asian
stock exchanges.
Prudential
has identified and selected four comparable companies from publicly
available sources. Prudential is not aware of any other company
that satisfies the foregoing criteria for inclusion as a comparable
company in the determination of the consideration for the
Transaction.
Based on SHS Group's audited financials for the year ended 31
December 2024,2 the implied price to earnings and price to
book multiple for the Transaction is 7.0x and 0.8x, respectively.
These fall within the comparable companies' range of price to
earnings and price to book multiples3 (in each case, where the price in respect
of such multiples for a listed comparable company is its market
capitalisation as at the close of trading on the trading day immediately
preceding the date of this announcement) of 4.7x to 7.8x and
0.4x to 1.5x, respectively. The median price to earnings and price
to book multiples for these comparable companies are 6.4x and 0.8x,
respectively, based on their published audited annual financial
statements for the same period.
The
original acquisition cost to Detik Ria of the Sale Shares in 2001
was RM19,000.
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Completion:
|
Completion
of the Share Purchase Agreement shall take place on the date
falling seven (7) business days after signing (or such other date
as may be agreed in writing by the parties).
|
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PCHL
cooperation
on
further
sales
by Detik Ria:
|
Following
completion, PCHL has agreed to cooperate with Detik Ria in
connection with the divestment of its remaining 30% shareholding in
SHS to one or more agreed third parties should Detik Ria decide to
sell.
|
REASONS FOR AND BENEFITS OF ENTERING INTO THE SHARE PURCHASE
AGREEMENT
It is expected that entering into the Share Purchase Agreement and
completing the Transaction will allow Prudential to gain more
economic benefit from SHS, whilst balancing commercial appetite in
terms of capital outlay and increased risk profile arising from an
increased stake.
Based on Prudential Group's unaudited financial results for the six
months ended 30 June 2025, the Transaction would have been
accretive to Prudential Group's IFRS earnings per share (based on
adjusted operating profit), traditional embedded value and IFRS
shareholders' equity per share.
The Directors (including the independent non-executive Directors)
have confirmed that the Share Purchase Agreement and the
Transaction contemplated thereunder are on normal commercial terms
or better and in the ordinary and usual course of business of
Prudential Group, and that the terms thereof are fair and
reasonable and in the interests of Prudential and its shareholders
as a whole.
As no Director has any material interest in the Transaction, none
of the Directors have abstained from voting on the resolution of
the board of Directors approving it.
HK LISTING RULES IMPLICATIONS
As at the date of this announcement, Detik Ria is a substantial
shareholder (as defined in the HK Listing Rules) of SHS (an
indirect subsidiary of Prudential) and therefore a connected person
of Prudential at the subsidiary level under the HK Listing Rules.
Accordingly, the Transaction constitutes a connected transaction of
Prudential.
As one or more of the applicable percentage ratios (as defined
under the HK Listing Rules) in respect of the Transaction (on its
own and when aggregated with the Settlement, the details of which
were announced by Prudential on 31 July 2025) exceeds 1% but all of
such applicable percentage ratios are lower than 5%, the
Transaction is subject to the reporting and announcement
requirements under Chapter 14A of the HK Listing Rules, but is
exempt from the circular and the independent shareholders' approval
requirements under Chapter 14A of the HK Listing
Rules.
INFORMATION ABOUT DETIK RIA
Prior to completion under the Share Purchase Agreement, Detik Ria
is a 49% shareholder of SHS, which is an indirect subsidiary of
Prudential. Detik Ria's principal activity is investment
holding.
To the best of the knowledge, information and belief of Prudential
having made reasonable enquiries and as confirmed by Detik Ria, as
at the date of this announcement, Detik Ria is owned by the
following ten entities each holding 10%: Serata Setia Sdn. Bhd.,
Gabungan Majestik Sdn. Bhd., Cangkat Selasih Sdn. Bhd., Persada
Majestik Sdn. Bhd., Arah Juara Sdn. Bhd., Seahouse Capital Sdn.
Bhd., Berjaya Capital Berhad, Antara Merdeka Sdn. Bhd., Pentas
Sentral Sdn. Bhd. and Ekuiti Spektrum Sdn.
Bhd.
To the best of the knowledge, information and belief of Prudential
having made reasonable enquiries and as confirmed by Detik Ria, as
at the date of this announcement, Detik Ria is ultimately and
beneficially owned by Y.A.M Tunku Aminah binti Sultan Ibrahim
Ismail (a director of Detik Ria) holding an indirect interest of
approximately 10%, Tey Jun Ren (a director of Detik Ria) holding an
indirect interest of approximately 10%, Wong Kian Teck holding an
indirect interest of approximately 10%, Berjaya Corporation Berhad
(a company listed on Bursa Malaysia) holding an indirect interest
of approximately 9% (or 10% if disregarding non-voting preference
shares held by other shareholders), Dato' Avinderjit Singh A/L
Harjit Singh (a director of Detik Ria) holding an indirect interest
of approximately 8%, Sheik Mohd Nasarudin holding an indirect
interest of approximately 7.2%, Tan Mun Choy holding an indirect
interest of approximately 5%, and 23 other individuals (including
Tan Sri Dato' Seri Vincent Tan Chee Yioun and Derek Chin Chee Seng
(each, a director of Detik Ria)) and a Malaysian statutory body,
none of which are ultimately and beneficially interested in more
than 5% (whether or not non-voting shares are disregarded) of Detik
Ria.
INFORMATION ABOUT SHS AND PAMB
SHS is the holding company of PAMB, which is Prudential's
conventional life insurance business in Malaysia.
The audited consolidated net profits (before and after taxation) of
the SHS Group for the two financial years ended 31 December 2023
and 2024 and the audited net asset value of the SHS Group as at 31
December 2023 and 2024 are as follows:2
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Ringgit
Million
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FY2023
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FY2024
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Profit
before taxation
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1,537
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1,896
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Profit
after taxation
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1,069
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1,135
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Net
asset value
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8,536
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9,676
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EFFECTS OF THE TRANSACTION ON FINANCIAL REPORTING
Prudential will continue to consolidate, for accounting purposes,
the business of PAMB as an indirect subsidiary controlled by
Prudential. In Prudential Group's financial statements, the
operating performance metrics for Prudential's Malaysian segment
will continue to be presented before the effect of minority
interests. From completion, the proportion of profit after tax and
equity of the conventional life insurance business in Malaysia
attributed to non-controlling interests in the Prudential Group's
financial statements will reflect a reduction in Detik Ria's
interest in SHS from 49% to 30%.
NO PROFIT FORECASTS OR ESTIMATES
No statement in this announcement is intended as a profit forecast
or estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Prudential Group for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for Prudential Group.
DEFINITIONS
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"BNM"
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Bank
Negara Malaysia, being the Central Bank of Malaysia
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"BNM Approval"
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the
written approval of BNM pursuant to sections 87(1) and 90 of the
Malaysian Financial Services Act 2013 for the sale and purchase of
the Sale Shares
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"Detik Ria"
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Detik Ria Sdn. Bhd., a private limited company incorporated in
Malaysia
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"Directors"
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the
directors of Prudential
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"HK Listing Rules"
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the
Rules Governing the Listing of Securities on the Stock
Exchange
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"IFRS"
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the
International Financial Reporting Standards
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"PAMB"
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Prudential
Assurance Malaysia Berhad, a public limited company incorporated in
Malaysia
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"PCAIPS"
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PCA IP Services Limited, a private limited company incorporated in
Hong Kong
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"PCHL"
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Prudential
Corporation Holdings Limited, a private limited company
incorporated in England and Wales
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"Prudential"
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Prudential
plc, a public limited company incorporated in England and
Wales
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"Prudential Group"
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Prudential
plc and its subsidiaries
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"RM"
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Malaysian
ringgit, the lawful currency of Malaysia
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"Sale Shares"
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19,000
ordinary shares in SHS, which is equivalent to 19% of the issued
share capital of SHS
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"Settlement"
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the settlement amounts pursuant to the settlement regarding a dividend claim made by Detik Ria, further details of which are set out in the
announcement of Prudential dated 31 July 2025 in relation to the
settlement reached in Malaysian dividend
dispute
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"Share Purchase Agreement"
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the
share purchase agreement in respect of the sale and purchase of the
Sale Shares
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"SHS"
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Sri Han Suria Sdn. Bhd., a private limited company incorporated in
Malaysia
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"SHS Group"
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SHS and
PAMB
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"Stock Exchange"
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The
Stock Exchange of Hong Kong Limited
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"Transaction"
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the
sale and purchase of the Sale Shares pursuant to the Share Purchase
Agreement between PCHL and Detik Ria
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"US$"
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United
States dollars, the lawful currency of the United States of
America
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1 In
this announcement, the exchange rate of US$ 1 to RM 4.057 per
Bloomberg on 21 January 2026 midday (Hong Kong time) has been used
for reference only.
2 SHS
Group reports its financials in accordance with Malaysian Financial
Reporting Standards.
3 Three
of the four comparable companies report their financials in
accordance with Malaysian Financial Reporting Standards. The
remaining comparable company reports its financials in accordance
with Singapore Financial Reporting Standards.
Contact
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Media
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Investors/analysts
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Simon
Kutner
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+44
7581 023260
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UK
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Patrick
Bowes
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+852
2918 5468
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HK
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Sonia
Tsang
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+852
5580 7525
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HK
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William
Elderkin
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+44
2039 779215
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UK
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Ming
Hau
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+44
2039 779293
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UK
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Bosco
Cheung
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+852
2918 5499
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HK
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Tianjiao
Yu
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+852
2918 5487
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HK
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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.
www.prudentialplc.com/
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:
22 January 2026
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By: /s/ Tom Clarkson
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Tom
Clarkson
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Company
Secretary
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FAQ
What transaction did Prudential plc (PUK) announce regarding its Malaysian business?
Prudential, via its subsidiary PCHL, agreed to acquire an additional 19% of the issued share capital of SHS, the holding company of Prudential Assurance Malaysia Berhad, for RM1.52 billion (about US$ 375 million) in cash.
How will Prudential’s ownership in SHS change after this deal?
Currently PCHL (together with PCAIPS) and Detik Ria hold 51% and 49% of SHS, respectively. After completion, they are expected to hold 70% and 30% stakes, respectively.
How was the RM1.52 billion consideration for the SHS stake determined?
The price was agreed after arm’s length negotiations, using price-to-earnings and price-to-book multiples for SHS based on its 2024 audited financials, and benchmarking against four selected Southeast Asian life insurance peers.
What valuation multiples does the Prudential SHS transaction imply?
Based on SHS Group’s audited 2024 results, the deal implies a 7.0x price-to-earnings multiple and a 0.8x price-to-book multiple, which fall within the peers’ ranges and match the median price-to-book multiple.
Is the Prudential transaction with Detik Ria considered a connected transaction under Hong Kong rules?
Yes. Detik Ria is a substantial shareholder of SHS and is therefore a connected person at the subsidiary level, making this a connected transaction subject to reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules.
How is the deal expected to affect Prudential Group’s earnings metrics?
Based on Prudential Group’s unaudited results for the six months ended 30 June 2025 , the transaction would have been accretive to IFRS earnings per share (based on adjusted operating profit), traditional embedded value and IFRS shareholders’ equity per share.
Will Prudential continue to consolidate its Malaysian life insurance business after the transaction?
Yes. Prudential will continue to consolidate PAMB and SHS as indirect subsidiaries, but from completion a smaller portion of profit after tax and equity for the Malaysian conventional life business will be attributed to non-controlling interests.
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