REG - Pearson PLC - Transaction in Own Shares

PearsonAnnouncement

07/10/2022 07:00

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RNS Number : 0956C  Pearson PLC  07 October 2022

7 October 2022

 

Pearson plc

("Pearson" or the "Company")

 

Announcement of share repurchase programme

 

Pearson plc (the Company) announces that it is to commence the second and
final tranche of its £350 million share buyback programme (the Programme).

 

The first tranche of the Programme, conducted by Citigroup Global Markets
Limited, in the sum of £250 million, completed on 5th October 2022. As
previously announced, the second tranche of the Programme will be in the sum
of £100 million.

 

The second tranche of the Programme has automatically commenced today, 7th
October 2022, following completion of the first tranche, and is anticipated to
end on or before 13th December 2022 (the Engagement Period). Purchases may
continue during any closed periods of the Company during the Engagement
Period.

 

The Company has entered into an engagement with Morgan Stanley & Co.
International plc (the Bank) under which it has issued a non-discretionary
irrevocable instruction to the Bank to manage this second tranche of the share
buyback programme. The Bank will carry out the instruction through the
acquisition of ordinary shares in the Company for subsequent repurchase by the
Company. The Bank will make trading decisions in relation to the Company's
ordinary shares repurchased under the buyback programme independently of, and
uninfluenced by, the Company.

 

Any acquisitions of its ordinary shares by the Company will be effected within
certain pre-set parameters set out in the Bank's engagement letter, and in
accordance with the Company's AGM authority to repurchase ordinary shares (at
the AGM in 2022, shareholders gave the Company authority to purchase a maximum
of 75,727,045 ordinary shares), Chapter 12 of the Financial Conduct
Authority's Listing Rules and the provisions of the Market Abuse Regulation
596/2014/EU as it forms part of retained EU law in the UK (as defined in the
EU (Withdrawal) Act 2018) and will be discontinued in the event that the
Company ceases to have necessary general authority to repurchase ordinary
shares.

 

The sole purpose of the Programme is to reduce the capital of the Company. As
such, the Company will cancel any ordinary shares purchased.

 

For the avoidance of doubt, no repurchases will be made in respect of the
Company's American Depositary Receipts.

 

The Bank may undertake transactions in the Company's ordinary shares during
the Engagement Period in order to manage its market exposure under the
Programme.

 

ENDS

 

 Contacts
 Investor Relations  Jo Russell          +44 (0) 7785 451 266
 Teneo               Charles Armitstead  +44 (0) 7703 330 269

 

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