a7384j
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 December 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
December 14, 2022
NOTICE 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 was given on November 15,
2022 (the "First
Notice") that, pursuant to Section 6.2 of
the Indenture, dated as of May 8, 2013 (the "Indenture"),
by and among Pearson Funding plc, a public limited company
incorporated under the laws of England and Wales (the
"Company"),
Pearson plc, as guarantor, 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").
Unless
otherwise defined in this notice, all words and expressions defined
in the Indenture and the First Notice shall have the same meaning
in this notice.
NOTICE IS HEREBY GIVEN
THAT, for purposes of
calculating the Redemption Price, the Treasury Rate shall be
determined by reference to the following Comparable Treasury Issue:
1% Treasury securities maturing on 05/15/2023 - CUSIP
912828VB3.
The
Redemption Price will be calculated on December 15, 2022, and
payment of the Redemption Price will be made on the Redemption
Date. Any interest thereon, if any, shall cease to accrue on and
after such date.
For
further information, please contact:
Trustee, Paying Agent and Calculation Agent:
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The Bank of New York Mellon
One Canada Square
London E14 5AL
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Issuer:
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Pearson Funding plc
80 Strand
London WC2R 0RL
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Guarantor:
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Pearson plc
80 Strand
London WC2R 0RL
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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.
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PEARSON
plc
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Date:
14 December 2022
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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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