REG - Pearson PLC - Pearson to sell POLS

PearsonAnnouncement

21/03/2023 07:00

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RNS Number : 6861T  Pearson PLC  21 March 2023

Pearson Announces Sale of International Online Program Management Business,
Pearson Online Learning Services

 

LONDON, 21 March 2023: In August 2022, Pearson plc, the world's leading
learning company, announced a strategic review of its international Online
Program Management ('OPM') business, Pearson Online Learning Services
('POLS').

 

Today, Pearson announces that it has agreed to sell POLS to Regent, a global
private equity firm focused on acquiring businesses and deploying its
strategic and operational expertise to fuel growth and innovation. The sale of
this business concludes the strategic review and demonstrates further progress
in reshaping Pearson's portfolio towards future growth opportunities centered
around lifelong learning.

 

The consideration to be received by Pearson is deferred and comprises:

 

·      Each year, for a period of 6-years from completion of the
transaction, 27.5% of POLS positive Adjusted EBITDA in each calendar year
(pro-rated where only a portion of a calendar year falls within the period).
Pearson will not share in any loss making periods;

·      A further contingent payment equal to 27.5% of the proceeds
received by Regent in relation to any monetisation event of POLS following
completion of the transaction1.

 

When received, the proceeds of this transaction will be used for general
corporate purposes within Pearson's capital allocation framework.

 

The POLS business had gross assets of £113m and net assets of £78m as at 31
December 20222. The business, which excludes Pearson's contract with ASU,
generated £155m of revenue and £26m of adjusted operating losses in 2022
with around £5m of stranded costs, which have now been eliminated. Statutory
losses before tax, which include restructuring, intangible and finance
charges, were £52m in 2022. The impact of the sale on Pearson's 2023 adjusted
operating profit will be dependent upon the timing of transaction completion
but is likely to be immaterial.

 

Morgan Stanley acted as financial adviser and Freshfields Bruckhaus Deringer
acted as legal adviser to Pearson on this transaction.

 

 

---ENDS---

 

 

Notes

 

The disposal constitutes a Class 2 transaction for the purposes of the Listing
Rules

 

(1) The aggregate consideration receivable has been capped at 24.99% of
Pearson's market capitalisation as at 20 March 2023 and, accordingly, the
transaction does not require approval of Pearson shareholders

(2) Gross asset value and net asset value figures for POLS are unaudited as at
31 December 2022

 

 

Contacts:

Investor Relations Jo Russell +44 (0) 7785 451 266 / James Caddy +44 (0) 7825
948 218 / Gemma Terry +44 (0) 7841 363 216

Teneo Charlie Armitstead +44 (0) 7703 330 269

 

About Pearson

At Pearson, our purpose is simple: to add life to a lifetime of learning. We
believe that every learning opportunity is a chance for a personal
breakthrough. That's why our c.20,000 Pearson employees are committed to
creating vibrant and enriching learning experiences designed for real-life
impact. We are the world's leading learning company, serving customers in most
countries and territories around the world with digital content, assessments,
qualifications, and data. For us, learning isn't just what we do. It's who we
are. Visit us at pearsonplc.com

 

About Regent

Regent is a global private equity firm focused on acquiring businesses and
deploying its strategic and operational expertise to fuel growth and
innovation. Since its inception, Regent has acquired businesses from leading
Fortune 500 and large-cap companies including Caterpillar, Arcelor Mittal,
eBay, Ralph Lauren, Hanes Brands, Tegna, L Brands and Hain Celestial among
others.  Regent's portfolio includes companies in the media, technology,
industrial and retail sectors across Europe, Asia and the Americas. More
information is available at www.regentlp.com (http://www.regentlp.com/) .

 

Forward looking statements: Except for the historical information contained
herein, the matters discussed in this statement include forward-looking
statements. In particular, all statements that express forecasts, expectations
and projections with respect to future matters, including trends in results of
operations, margins, growth rates, overall market trends, the impact of
interest or exchange rates, the availability of financing, anticipated cost
savings and synergies and the execution of Pearson's strategy, are
forward-looking statements. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that will occur in future. They are based on numerous
assumptions regarding Pearson's present and future business strategies and the
environment in which it will operate in the future. There are a number of
factors which could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking factors set out in
Pearson's latest annual report and accounts, which can be found on its website
(www.pearsonplc.com (http://www.pearsonplc.com) ). Any forward-looking
statements speak only as of the date they are made, and Pearson gives no
undertaking to update forward-looking statements to reflect any changes in its
expectations with regard thereto or any changes to events, conditions or
circumstances on which any such statement is based. Readers are cautioned not
to place undue reliance on such forward-looking statements.

 

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