REG - Pearson PLC - Transaction in Own Shares

PearsonAnnouncement

20/09/2023 13:30

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RNS Number : 1024N  Pearson PLC  20 September 2023

20 September 2023
Pearson plc

 

Announcement of share repurchase programme

 

Further to its announcement on 31 July 2023 at its Interim Results, Pearson
plc (the Company) announces the commencement of its £300 million share
buyback programme (the Programme).

 

The Programme will commence tomorrow, 21 September 2023, and is anticipated to
end on or before 7 March 2024 (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 Citigroup Global Markets
Limited (the Bank) under which it has issued a non-discretionary irrevocable
instruction to the Bank to manage 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 on 28 April 2023, shareholders gave the Company authority to purchase
a maximum of 71,612,324 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 UK law pursuant to the European Union
(Withdrawal) Act 2018, as amended).

 

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.

 

There is no change to the Group financial guidance for 2023 published by the
Company in its Interim Results on 31 July 2023 and our medium-term Group level
guidance is also unchanged.

 

Contacts

 

 Investor Relations  Jo Russell          +44 (0) 7785 451 266
                     James Caddy         +44 (0) 7825 948 218
                     Gemma Terry         +44 (0) 7841 363 216
                     Brennan Matthews    +1 (332) 238-8785
 Teneo               Charles Armitstead  +44 (0) 7703 330 269

 

Notes

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 statements, including
a number of factors outside Pearson's control. These include international,
national and local conditions, as well as competition. They also include other
risks detailed from time to time in Pearson's publicly-filed documents and you
are advised to read, in particular, the risk factors set out in Pearson's
latest annual report and accounts, which can be found on its website
(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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