REG - Pearson PLC - Form 8 (OPD) - Pearson PLC
25/03/2022 11:00
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RNS Number : 0688G Pearson PLC 25 March 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Pearson plc
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form Pearson plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 23 March 2022
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 0 0 0 0
(2) Cash-settled derivatives: 0 0 0 0
(3) Stock-settled derivatives (including options) and agreements to 0 0 0 0
purchase/sell:
TOTAL: 0 0 0 0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: NONE
Details, including nature of the rights concerned and relevant percentages: NONE
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
(a) Ordinary shares held by the directors of Pearson plc, their close
relatives and related trusts (including holdings of ADRs representing ordinary
shares)
Name Number of ordinary shares Percentage of total issued share capital (excluding share options)
Andy Bird 207,584 0.02741
The Bird Family Trust (related trust of Andy Bird) 586,437 0.07744
Sally Johnson 20,265 0.00268
Sherry Coutu 4,174 0.00055
William Budenberg (husband of Sherry Coutu) 2,392 0.00032
Esther Lee - -
Linda Lorimer 15,435 0.00204
Graeme Pitkethly 9,162 0.00121
Tim Score 54,593 0.00721
Sidney Taurel 234,894 0.03102
Annette Thomas - -
Lincoln Wallen 13,490 0.00178
Kordestani Irrevocable Children's Trust FBO Misha Kordestani (related trust of 2,189 0.00029
Omid Kordestani)
(b) Options and awards granted under Pearson plc's share plans held by the
directors of Pearson plc, their close relatives and related trusts
Name Share plan Number of ordinary shares under option/awards Vesting date Share price at grant/date of award
Andy Bird Co-investment award 402,954 After 31 December 2022 590.2p
Co-investment award 402,954 After 31 December 2023 590.2p
LTIP 332,316 1 May 2024 826.7p
Sally Johnson LTIP 220,000 1 May 2023 573.72p
154,915 1 May 2024 826.7p
Pearson Save For Shares scheme 2,658 n/a n/a
Other conditional shares (subject to employment only) 9,740 n/a n/a
(c) Interests or short positions held by connected advisers of Pearson plc
Citi
Class of relevant security: ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 0 - 251 0.00003
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 0 - 251 0.00003
Morgan Stanley
Class of relevant security: Ordinary shares and ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 22,400 0.00296 0 -
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 22,400 0.00296 0 -
Goldman Sachs
Class of relevant security: Ordinary shares and ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 50,593.5314 0.00668 502 0.00007
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 50,593.5314 0.00668 502 0.00007
(b) Options and awards granted under Pearson plc's share plans held by the
directors of Pearson plc, their close relatives and related trusts
Name Share plan Number of ordinary shares under option/awards Vesting date Share price at grant/date of award
Andy Bird Co-investment award 402,954 After 31 December 2022 590.2p
Co-investment award 402,954 After 31 December 2023 590.2p
LTIP 332,316 1 May 2024 826.7p
Sally Johnson LTIP 220,000 1 May 2023 573.72p
154,915 1 May 2024 826.7p
Pearson Save For Shares scheme 2,658 n/a n/a
Other conditional shares (subject to employment only) 9,740 n/a n/a
(c) Interests or short positions held by connected advisers of Pearson plc
Citi
Class of relevant security: ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 0 - 251 0.00003
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 0 - 251 0.00003
Morgan Stanley
Class of relevant security: Ordinary shares and ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 22,400 0.00296 0 -
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 22,400 0.00296 0 -
Goldman Sachs
Class of relevant security: Ordinary shares and ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 50,593.5314 0.00668 502 0.00007
(2) Cash-settled derivatives: 0 - 0 -
(3) Stock-settled derivatives (including options) and agreements to 0 - 0 -
purchase/sell:
TOTAL: 50,593.5314 0.00668 502 0.00007
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. 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 party to
the offer making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in
concert with it, 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
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 25 March 2022
Contact name: Graeme Baldwin, General Counsel and Company Secretary
Telephone number: +44 20 7010 2045
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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