REFILE-UK’s Pru nears accord with FSA on AIA deal-sources

(Corrects typographical error in first paragraph)

* Pru makes progress in regulator talks – sources

* Some agreement, but further negotiations needed – sources
* Pru, FSA decline to comment

By Douwe Miedema and Victoria Howley

LONDON, May 9 (BestGrowthStock) – Britain’s Prudential (PRU.L: ) has
made progress in make-or-break talks with UK regulators over its
acquisition of AIG’s (AIG.N: ) Asian arm, and is close to
announcing a deal, sources familiar with the matter said.

The insurer’s proposed $35.5 billion acquisition of American
International Assurance (AIA) hit an embarassing last-minute
snag last week, when the UK blocked Prudential’s plans to
publish details of a $21 billion cash call to finance the deal.

Prudential and the Financial Services Authority (FSA) had
found common ground in talks over the weekend, the sources said
on Sunday, but further steps were needed to salvage the
audacious takeover.

“We’re working towards a solution,” one source familiar with
the situation said. “It has to be put back to (the FSA), it’s an
ongoing process …. There’s been progress made.”

“The intention is to get the prospectus out as soon as
possible,” another source familiar with the situation said. This
source said further meetings would take place on Sunday.

The rights issue prospectus and further details on the deal
are expected within days, but the sources made it sound unlikely
they could be published as early as Monday.

Pru is facing an uphill struggle to salvage some credibility
for its Chief Executive Tidjane Thiam, as it seeks the approval
of cautious regulators against a background of jittery world
markets and increasingly mutinous shareholders.

The group needs 75 percent of shareholders to approve the
deal, but several major investors have expressed concern and
their skepticism has increased following the unprecedented
eleventh-hour delay.

Some investors could seek a reduction in the price of the
deal in return for their support.

Prudential and the FSA declined to comment on Sunday.

CAPITAL WORRIES

The FSA’s worries have focused on capital, the insurer’s
ability to withstand stress tests and the complexity of a deal
that involves 22 jurisdictions.

One source close to the matter said last week the FSA’s
concerns were heightened because Asian regulators did not want
Pru to take around 1 billion pounds ($1.55 billion) a year out
of AIA subsidiaries in the region.

Prudential wanted to use cashflows from Asia to boost the
group’s capital surplus under the Insurance Group Directive
(IGD), a pot of extra cash the European Union tells insurers to
hold for times of economic hardship, the source said.

As an alternative, Prudential has proposed swapping some of
the $5 billion of senior debt underwritten by Credit Suisse,
HSBC and JP Morgan into subordinated or contingent capital,
sources with direct knowledge of the deal said.

Subordinated capital counts towards the IGD, while senior
bank debt does not.

The three underwriting banks have also agreed to provide
another loan in case the IGD dropped to a level that made the
FSA uncomfortable, one of the sources had said.

If Pru’s deal efforts fail, its management team is widely
expected to face calls to resign and the company itself could
become a target for investors seeking to break up the business.

The Sunday Express said U.S. fund manager Franklin Templeton
(BEN.N: ) and Blackstone (BX.N: ) were among the groups eyeing Pru’s
fund management arm, M&G.

Investing Advice

($1=.6465 Pound)

(Additional reporting by Clara Ferreira-Marques; Editing by
Erica Billingham)

REFILE-UK’s Pru nears accord with FSA on AIA deal-sources