REG - Apollo Mgmt. IX L.P. Pearson PLC - Statement re Possible Offer - Pearson Plc

PearsonAnnouncement

11/03/2022 11:15

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RNS Number : 5162E  Apollo Management IX, L.P.  11 March 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH
OFFER WOULD BE MADE.

 

For immediate release

 

11 March 2022

 

Statement regarding Pearson plc ("Pearson")

 

Apollo Global Management, Inc. and its subsidiaries ("Apollo"), on behalf of
certain of its affiliated funds, notes the recent market speculation in
relation to Pearson and confirms that Apollo is in the preliminary stages of
evaluating a possible cash offer by certain of Apollo's affiliated funds for
Pearson.

 

There can be no certainty that any offer will be made, nor as to the terms on
which any such offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Apollo is required, by not later
than 5.00 p.m. on 8 April (being 28 days after today's date) to either
announce a firm intention to make an offer for Pearson in accordance with Rule
2.7 of the Code or announce that it does not intend to make an offer for
Pearson, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline can be extended with the
consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made as appropriate.

 

Enquiries:

 

Barclays Bank PLC, acting through its Investment Bank
+44 20 7623 2323

Omar Faruqui

Alastair Blackman

 

 

For investor enquiries regarding Apollo, please contact:

Noah Gunn, Global Head of Investor
Relations                              +1 212 822
0540

 

 

For media enquiries regarding Apollo, please contact:

Joanna Rose, Global Head of Corporate Communications           +1
212 822 0491

 

 

 

About Apollo

 

Apollo is a global, high-growth alternative asset manager. In our asset
management business, we seek to provide our clients excess return at every
point along the risk-reward spectrum from investment grade to private equity
with a focus on three business strategies: yield, hybrid, and equity. For more
than three decades, our investing expertise across our fully integrated
platform has served the financial return needs of our clients and provided
businesses with innovative capital solutions for growth. Through Athene, our
retirement services business, we specialize in helping clients achieve
financial security by providing a suite of retirement savings products and
acting as a solutions provider to institutions. Our patient, creative, and
knowledgeable approach to investing aligns our clients, businesses we invest
in, our employees, and the communities we impact, to expand opportunity and
achieve positive outcomes. As of December 31, 2021, Apollo had approximately
$498 billion of assets under management. To learn more, please visit www.
apollo.com.

 

Important information

 

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Apollo and no one else in connection with
Apollo's evaluation of Pearson and will not be responsible to anyone other
than Apollo for providing the protections afforded to clients of Barclays nor
for providing advice in relation to a possible offer or any other matter
referred to in this announcement.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10(th) business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time) on
the 10(th) business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified.

 

You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.

 

Notice to US Investors

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Apollo, Barclays, Apollo Funds or their affiliates or nominees,
or brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Pearson securities outside the United States,
other than pursuant to any offer (if made), before or during the period in
which such offer remains open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.

 

Website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on Apollo's website at www.apollo.com by no later
than 12 noon (London time) on the business day following the date of this
announcement. The content of this website is not incorporated into, and does
not form part of, this announcement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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