REG - Goldman Sachs (EPT) Pearson PLC - Form 8.5 (EPT/RI) - Amendment

PearsonAnnouncement

23/03/2022 16:00

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RNS Number : 8063F  GoldmanSachs International  23 March 2022

Amendment - due to the amendment of Derivative transactions, the disclosure
made on 16 March for dealings on 11 March has been updated. Sections 2(a) has
been updated.

 

FORM 8.5 (EPT/RI)

 

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED
INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Name of exempt principal trader:                                            (GS) GOLDMAN SACHS INTERNATIONAL
 (b) Name of offeror/offeree in relation to whose relevant securities this form  PEARSON PLC
 relates:

      Use a separate form for each offeror/offeree
 (c) Name of the party to the offer with which exempt principal trader is        PEARSON PLC
 connected:
 (d) Date dealing undertaken:                                                    11 March 2022
 (e) In addition to the company in 1(b) above, is the exempt principal trader    N/A
 making disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         DEALINGS BY THE EXEMPT PRINCIPAL TRADER

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

 25p ordinary                Purchases         7,197,813                   8.1600 GBP                            6.5800 GBP
 25p ordinary                Sales             2,472,403                   10.8400 GBP                           6.6400 GBP
 25p ordinary                Sales             203,670                     10.0800 USD                           10.0800 USD

 

 

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                             Number of reference securities  Price per unit
                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 25p ordinary                CFD                  Closing a long position                                                       1,013                           7.9249 GBP
 25p ordinary                CFD                  Closing a long position                                                       17,982                          7.9333 GBP
 25p ordinary                CFD                  Closing a long position                                                       50,654                          7.6643 GBP
 25p ordinary                CFD                  Closing a long position                                                       346,641                         7.9375 GBP
 25p ordinary                CFD                  Closing a long position                                                       128,247                         7.8111 GBP
 25p ordinary                CFD                  Closing a long position                                                       9,490                           7.7685 GBP
 25p ordinary                CFD                  Closing a long position                                                       39,099                          7.9333 GBP
 25p ordinary                CFD                  Closing a long position                                                       783                             6.8450 GBP
 25p ordinary                CFD                  Closing a long position                                                       2,250                           7.7685 GBP
 25p ordinary                CFD                  Closing a long position                                                       983,950                         6.7392 GBP
 25p ordinary                CFD                  Closing a long position                                                       2,766                           6.6217 GBP
 25p ordinary                CFD                  Closing a long position                                                       90,200                          7.8279 GBP
 25p ordinary                CFD                  Closing a long position                                                       16,595                          6.6217 GBP
 25p ordinary                CFD                  Closing a long position                                                       175,374                         7.8360 GBP
 25p ordinary                CFD                  Closing a long position                                                       4,970                           7.9249 GBP
 25p ordinary                CFD                  Closing a long position                                                       15,000                          7.7685 GBP
 25p ordinary                CFD                  Closing a long position                                                       22,279                          7.8461 GBP
 25p ordinary                CFD                  Closing a long position                                                       20,757                          7.9249 GBP
 25p ordinary                CFD                  Closing a long position                                                       215,880                         6.4708 GBP

 

 

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising / exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

 

3.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the exempt
 principal trader making the disclosure and any party to the offer or any
 person acting in concert with a party to the offer:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 NONE

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the exempt principal trader making the disclosure and any other person
 relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 NONE

 

 

 Date of disclosure:  23 March 2022
 Contact name:        Papa Lette and Andrzej Szyszka
 Telephone number:    +33(1) 4212 1459 / +48(22) 317 4817

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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