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RNS Number : 8074F GoldmanSachs International 23 March 2022
Amendment - due to the amendment of Derivative transactions, the disclosure
made on 23 March for dealings on 16 March has been updated. Sections 2(b) 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: 16 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 909,261 8.3301 GBP 8.0760 GBP
25p ordinary Sales 380,038 8.3760 GBP 8.0480 GBP
ADR Purchases 1,500 10.9320 USD 10.9320 USD
ADR Sales 1,500 10.9320 USD 10.9320 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 Reducing a short position 815 8.1539 GBP
25p ordinary CFD Reducing a short position 314 8.1539 GBP
25p ordinary CFD Reducing a long position 12,538 8.1565 GBP
25p ordinary CFD Reducing a long position 186 8.1860 GBP
25p ordinary CFD Reducing a long position 1,448 8.1860 GBP
25p ordinary CFD Reducing a long position 1,206 8.1860 GBP
25p ordinary CFD Reducing a long position 24,759 8.1860 GBP
25p ordinary CFD Reducing a long position 27,561 8.1860 GBP
25p ordinary CFD Reducing a short position 769 8.2016 GBP
25p ordinary CFD Opening a short position 7,835 8.2209 GBP
25p ordinary CFD Increasing a long position 286 8.2230 GBP
25p ordinary CFD Increasing a long position 1,277 8.2239 GBP
25p ordinary CFD Increasing a long position 572 8.2239 GBP
25p ordinary CFD Increasing a long position 1,447 8.2239 GBP
25p ordinary CFD Reducing a short position 19,400 8.2244 GBP
25p ordinary CFD Reducing a long position 18,448 8.2336 GBP
25p ordinary CFD Reducing a long position 1,078 8.2336 GBP
25p ordinary CFD Reducing a long position 20,536 8.2336 GBP
25p ordinary CFD Reducing a long position 899 8.2336 GBP
25p ordinary CFD Reducing a long position 139 8.2337 GBP
25p ordinary CFD Reducing a short position 12,096 8.2457 GBP
25p ordinary CFD Reducing a short position 44,427 8.2457 GBP
25p ordinary CFD Reducing a long position 17,714 8.2537 GBP
25p ordinary CFD Reducing a long position 96,206 8.2537 GBP
25p ordinary CFD Opening a short position 44,048 8.2537 GBP
25p ordinary CFD Opening a short position 157,968 8.2537 GBP
25p ordinary CFD Reducing a short position 718 8.2592 GBP
25p ordinary CFD Increasing a long position 20,577 8.2599 GBP
25p ordinary CFD Increasing a long position 10,793 8.2599 GBP
25p ordinary CFD Opening a long position 12,544 8.2599 GBP
25p ordinary CFD Reducing a short position 20,514 8.2599 GBP
25p ordinary CFD Reducing a long position 351 8.2612 GBP
25p ordinary CFD Reducing a long position 35,521 8.2625 GBP
25p ordinary CFD Opening a short position 1,629 8.2650 GBP
25p ordinary CFD Reducing a short position 1,500 8.2695 GBP
25p ordinary CFD Reducing a long position 45,491 8.2813 GBP
25p ordinary CFD Reducing a long position 212,812 8.2818 GBP
25p ordinary CFD Reducing a long position 6 8.3301 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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