Bupa Finance plc prospectus re £500m 5% Notes 2023

Bupa Finance plc publishes a prospectus in relation to £500,000,000 5.00% Fixed Rate Subordinated Notes due 2023

23 April 2013

Bupa Finance plc, a subsidiary of Bupa, the international healthcare company, today announces that it has published a prospectus (the "Prospectus") in relation to £500,000,000 fixed rate subordinated notes due 25 April 2023 (the "Notes") to be issued by Bupa Finance plc. The Notes carry a coupon of 5.00 per cent and are rated Baa3 and BBB by Moody's and Fitch respectively.

The Notes are priced at a spread over gilts of 355 basis points and have a Maturity Date of 25 April 2023. The initial order book was almost 10 times oversubscribed. Barclays, HSBC, Lloyds Bank and RBS acted as joint bookrunners and joint lead managers of the issue. The Notes will qualify as Lower Tier 2 capital and are expected to qualify as Tier 2 capital under Solvency II when implemented. Subject to compliance with applicable regulatory requirements, Bupa Finance plc will redeem the Notes at the Maturity Date or may, subject to compliance with applicable regulatory requirements, redeem the Notes at any time beforehand upon the occurrence of certain tax or regulatory events.

Evelyn Bourke, Chief Financial Officer said, "Bupa has taken advantage of the current strong market conditions to further enhance its prudent solvency capital and liquidity positions following acquisitions announced in late 2012. Such strong investor demand indicates a firm vote of confidence in the company's finances and strategy, and the issue will provide an additional buffer for future growth opportunities."

The Prospectus has been approved by the UK Listing Authority and is now available for viewing.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do

For further information please contact:

Gareth Evans, Group Treasurer, +44 20 7656 2316

David Ranson, Deputy Group Treasurer, +44 20 7656 2370

DISCLAIMER - INTENDED ADDRESSEES

This publication does not constitute an offering of debt instruments, and is not for distribution in or into the United States. The Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act"), or any relevant securities laws of any state of the United States and, subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities Act. Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in the preceding sentence have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. There will be no public offering of the Notes in the United States.

Please note that the information contained in this announcement may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries.

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