Further to its announcement on 18 December 2019 of the proposed
sale of its 25% stake in Penguin Random House to our partner
Bertelsmann SE & Co KGaA, which is subject to regulatory
consent and expected to close in the first half of 2020
(the Proposed
Sale), Pearson plc
(the Company) announces that it is to commence a £350
million share buyback programme (the Programme). The Programme will commence today, 16 January
2020, and will end no later than 16 July 2020
(the Engagement
Period). Purchases may continue
during any closed periods of the Company during the Engagement
Period.
The Company has entered into engagements with Citigroup Global
Markets Limited and J.P. Morgan Securities plc (each
a Bank and together the Banks) under which it has issued a non-discretionary
irrevocable instruction to each Bank to manage the share buyback
programme. Each Bank will carry out the instruction through the
acquisition of ordinary shares in the Company for subsequent
repurchase by the Company. The Banks will make trading decisions in
relation to the Company's ordinary shares repurchased under the
buyback programme independently of, and uninfluenced by, the
Company. The Banks will acquire ordinary shares for delivery to the
Company pursuant to the Programme on alternate days during the
Engagement Period, starting with Citigroup Global Markets Limited
today.
Any acquisitions of its ordinary shares by the Company will be
effected within pre-set parameters set out in the Banks' respective
engagement letters, and in accordance with the Company's AGM
authority to repurchase ordinary shares as in force from time to
time (at the AGM in 2019, shareholders gave the Company authority
to purchase a maximum of 78,141,414 ordinary shares), Chapter 12 of
the Financial Conduct Authority's Listing Rules and the provisions
of the Market Abuse Regulation 596/2014/EU and will be discontinued
in the event that the Company ceases to have the necessary general
authority to repurchase ordinary shares.
The sole purpose of the Programme is to reduce the
capital of the Company. As such the Company will cancel any
ordinary shares purchased.
For the
avoidance of doubt, no repurchases will be made in respect of the
Company's American Depositary Receipts.
Each Bank may undertake transactions in the Company's ordinary
shares during the Engagement Period in order to manage its market
exposure under the Programme.
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PEARSON
plc
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Date: 16
January 2020
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By: /s/
NATALIE WHITE
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Natalie
White
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Deputy
Company Secretary
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