0001654954-22-015474.txt : 20221117 0001654954-22-015474.hdr.sgml : 20221117 20221117070255 ACCESSION NUMBER: 0001654954-22-015474 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221117 FILED AS OF DATE: 20221117 DATE AS OF CHANGE: 20221117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16055 FILM NUMBER: 221396813 BUSINESS ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL BUSINESS PHONE: 442070102000 MAIL ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL 6-K 1 a7839g.htm NOTICE OF REDEMPTION - GUARANTEED NOTES a7839g
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the month of November 2022
 
 
PEARSON plc
(Exact name of registrant as specified in its charter)
 
N/A
 
(Translation of registrant's name into English)
 
80 Strand
London, England WC2R 0RL
44-20-7010-2000
(Address of principal executive office)
 
 
Indicate by check mark whether the Registrant files or will file annual reports
under cover of 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
 
 
 
 
Pearson plc
November 17, 2022
 
NOTICE OF REDEMPTION IN RESPECT OF THE
$500,000,000 3.250% GUARANTEED NOTES DUE 2023 (THE "NOTES") (OF WHICH $94,176,000 IN PRINCIPAL AMOUNT ARE OUTSTANDING)
Rule 144A Notes:
Cusip No.: 70501VAA6, ISIN: 1 US70501VAA61, Common Code: 092818845
Regulation S Notes:
Cusip No.: G6964RAA2 ISIN: USG6964RAA26, Common Code: 092818861
OF
PEARSON FUNDING PLC (THE "ISSUER")
GUARANTEED BY PEARSON PLC
 
NOTICE IS HEREBY GIVEN THAT, pursuant to Section 6.2 of the Indenture, dated as of May 8, 2013 (the "Indenture"), by and among the Issuer, Pearson plc and The Bank of New York Mellon, as Trustee, Paying Agent and Calculation Agent (the "Trustee"), the Company's 3.250% Guaranteed Notes due 2023 (the "Notes"), of which $94,176,000 in principal amount are outstanding, will be redeemed by the Issuer in whole at a redemption price equal to (a) any accrued and unpaid interest to (but excluding) December 16, 2022 (the "Redemption Date") and Additional Amounts (as defined in the Indenture), if any, plus (b) the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) as determined by The Bank of New York Mellon, as Calculation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, not including any portion of such payment of interest accrued on the Redemption Date, from the Redemption Date to the maturity date, May 8, 2023, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture), plus 25 basis points (the "Redemption Price").
 
On the Redemption Date, the Redemption Price for each Note will become due and payable and interest thereon, if any, shall cease to accrue on and after such date.
 
For further information, please contact:
 
Trustee, Paying Agent and Calculation Agent:
The Bank of New York MellonOne Canada SquareLondon E14 5AL
Issuer:
Pearson Funding plc80 StrandLondon WC2R 0RL
Guarantor:
Pearson plc80 StrandLondon WC2R 0RL
 
 
 
 
SIGNATURE
 
 
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.
 
 
 
PEARSON plc
 
 
Date: 17 November 2022
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary