Board of Directors of Prudential plc (LSE:PRU) decided to spin off 69.2% stake in Jackson Financial Inc. (JFI) on January 28, 2021. Prudential will issue one share of Jackson for every 40 shares of Prudential held as of the record date of September 2, 2021. Under the terms of the transaction, Prudential will make an in-specie distribution of approximately 70.2% of the shares of JFIs Class A common stock (representing approximately 70.1% of the total combined voting power of JFIs common stock and approximately 69.2% of JFIs total common stock) on a pro rata basis to Prudential Shareholders, and JFI will become a separate, publicly-traded company. Steven A Kandarian will be appointed as Non-Executive Chair of Jackson's Board of Directors and will assume his new role on February 1, 2021. Laura Prieskorn, previously Jackson's executive Vice President and Chief Operating Officer, has been appointed as Chief Executive Officer, Marcia Wadsten, previously Senior Vice President and Chief Actuary, has been appointed Chief Financial Officer, while Michael Falcon and Axel Andre left their respective roles as Chief Executive Officer and Chief Financial Officer, effective immediately. As per announcement made on February 15, 2021, Chief Information Officer Dev Ganguly will take on the Chief Operating Officer position effective immediately, while Julia Goatley is making a comeback on February 16, 2021, in an interim role as general counsel. Also keeping their current posts are chief risk officer Brad Harris and JHLLC vice chair Chad Myers. Senior Vice Presidents Dana Rapier and Stacey Schabel remain as Chief Human Resources Officer and Chief Audit Executive, respectively. As per announcement made on April 30, 2021, the Jackson Board will include Non-Executive Chair Steven Kandarian and Jackson Chief Executive Officer Laura Prieskorn, who will serve as an executive director. The additional independent directors include Gregory T. Durant, Derek G. Kirkland, Martin J. Lippert, Russell G. Noles and Esta E. Stecher. Michael Wells, Mark FitzPatrick, Adrian Parkes, James Turner, Marcia Wadsten, Bradley Harris and Aimee DeCamillo, directors of Jackson will resign from the board upon completion of demerger. Following the proposed separation, Jackson expects to list on the New York Stock Exchange using the ticker "JXN". In connection with the transaction, Prudential plc and Jackson Financial Inc. entered into a demerger agreement on July 29, 2021.
The spin-off is subject to approval of shareholders of Prudential plc, Form 10 having been declared effective, Prudentials sponsors agreement with Goldman Sachs International not having terminated, acceptance by the NYSE of Class A common stock for listing, subject to official notice of issuance and regulatory approval. A meeting of shareholder of Prudential will be held on August 27, 2021. The transaction was approved by the Board of Prudential plc. The regulatory approvals for the demerger had been received from Michigan and New York, regulatory engagement was continuing so detail on Jacksons first-quarter performance could be included. The shareholder of Prudential approved the transaction on August 27, 2021. The spin-off is expected to complete in second quarter of 2021. As of May 6, 2021, the transaction is expected to complete by the end of Q2 2021. As of May 13, 2021, the transaction is expected to complete by the end of H2 2021. As of August 13, 2021, the demerger is expected to be completed on September 13, 2021. On August 6, 2021, Prudential announces that the shareholder circular in relation to the proposed Demerger has been submitted to the Financial Conduct Authority by Prudential. Jackson's Form 10 registration statement in relation to the proposed Demerger has been filed with the U.S. Securities and Exchange Commission. On August 11, 2021, transaction is expected to close in September 2021. As of August 16, 2021, Jackson Financial reported that its Registration Statement on Form 10 has been declared effective by the Securities and Exchange Commission. The separation is expected to be completed September 13, 2021, subject to Prudential shareholder approval. Jackson also reported the addition of Drew Lawton and Lily Fu Claffee as independent director nominees to its Board, whose appointments will become effective upon completion of the proposed demerger and bring the total number of directors to nine. Citigroup Inc. and Goldman Sachs acted as financial advisor and JPMorgan Chase Bank N.A acted as the depository bank and Equiniti Limited and Computershare Hong Kong Investor Services Limited acted as the transfer agents to Prudential plc.
Board of Directors of Prudential plc (LSE:PRU) completed the spin off 69.2% stake in Jackson Financial Inc. (JFI) on September 13, 2021. Prudential plc today announces that a board committee of the Prudential Board has approved the Demerger Dividend. Following the declaration by the Prudential Board of the Demerger Dividend, Prudential has completed the demerger of Jackson. Immediately following the Demerger, Prudential will retain an initial holding of 19.9 per cent voting interest (and a 19.7 per cent economic interest) in the total common stock of Jackson. Peter Loughran, Eric Juergens, Marilyn Lion, Nicholas Potter, Andrew Jamieson, Keith Slattery, Daniel Priest, Peter Schuur, Kimberly Lee, Lawrence Cagney, Jon Lewis, Sunil Savkar, Emilie Hsu, Marc Ponchione, Susan Gittes and Kyra Bromley of Debevoise & Plimpton LLP acted as legal advisors to Jackson Financial and Prudential.