a0242b
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 March
2025
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
18
March 2025
Pearson
plc
Announcement of share repurchase programme
Further to its announcement on 28 February 2025 at its Preliminary
Results, Pearson plc (the Company) announces that it is to commence the first
tranche of its £350 million share buyback programme
(the Programme). The first tranche of the Programme will be in
the sum of £175 million and will commence today, 18 March
2025, and is anticipated to end on or before 18 August 2025
(the Engagement
Period). Purchases may continue
during any closed periods of the Company during the Engagement
Period.
The Company has entered into an engagement with Morgan Stanley
& Co. International plc (the Bank) under which it has issued a non-discretionary
irrevocable instruction to the Bank to manage the first tranche of
the Programme. The Bank will carry out the instruction through the
acquisition of ordinary shares in the Company for subsequent
repurchase by the Company. The Bank will make trading decisions in
relation to the Company's ordinary shares repurchased under the
first tranche of the Programme independently of, and uninfluenced
by, the Company.
Any acquisitions of its ordinary shares by the Company will be
effected within certain pre-set parameters set out in the Bank's
engagement letter, and in accordance with the Company's AGM
authority to repurchase ordinary shares (at the AGM on 26 April 2024,
shareholders gave the Company authority to purchase a maximum of
68,659,005 ordinary shares), Chapter 9 of the Financial
Conduct Authority's UK Listing Rules and the provisions of the
Market Abuse Regulation 596/2014/EU (as it forms part of UK law
pursuant to the European Union (Withdrawal) Act 2018, as
amended) and will be discontinued in the
event that the Company ceases to have the necessary general
authority to repurchase ordinary shares.
The Company intends to enter into arrangements to commence a second
tranche of the Programme in the sum of £175 million in due
course.
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.
The Bank may undertake transactions in the Company's ordinary
shares during the Engagement Period in order to manage its market
exposure under the first tranche of the Programme.
Contacts
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Investor
Relations
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Alex
Shore
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+44 (0)
7720 947 853
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Steph
Crinnegan
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+44 (0)
7780 555 351
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|
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Gemma
Terry
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+44 (0)
7841 363 216
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|
|
Brennan
Matthews
|
+1
(332) 238-8785
|
|
Teneo
|
Ed
Cropley
|
+44 (0)
7492 949 346
|
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: 18
March 2025
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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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