REG - Pearson PLC - Second/Further Notice - Guaranteed Notes

PearsonAnnouncement

14/12/2022 15:00

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RNS Number : 7377J  Pearson PLC  14 December 2022

Pearson plc

December 14, 2022

NOTICE IN RESPECT OF THE

$500,000,000 3.250% GUARANTEED NOTES DUE 2023 (THE "NOTES") (OF WHICH
$94,176,000 IN PRINCIPAL AMOUNT ARE OUTSTANDING)

Rule 144A Notes:

Cusip No.: 70501VAA6, ISIN: 1 US70501VAA61, Common Code: 092818845

Regulation S Notes:

Cusip No.: G6964RAA2 ISIN: USG6964RAA26, Common Code: 092818861

OF

PEARSON FUNDING PLC (THE "ISSUER")

GUARANTEED BY PEARSON PLC

Notice was given on November 15, 2022 (the "First Notice") that, pursuant to
Section 6.2 of the Indenture, dated as of May 8, 2013 (the "Indenture"), by
and among Pearson Funding plc, a public limited company incorporated under the
laws of England and Wales (the "Company"), Pearson plc, as guarantor, and The
Bank of New York Mellon, as Trustee, Paying Agent and Calculation Agent (the
"Trustee") the Company's 3.250% Guaranteed Notes due 2023 (the "Notes"), of
which $94,176,000 in principal amount are outstanding, will be redeemed by the
Issuer in whole at a redemption price equal to (a) any accrued and unpaid
interest to (but excluding) December 16, 2022 (the "Redemption Date") and
Additional Amounts (as defined in the Indenture), if any, plus (b) the greater
of (i) 100% of the principal amount of the notes to be redeemed and (ii) as
determined by The Bank of New York Mellon, as Calculation Agent, the sum of
the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed, not including any portion of such
payment of interest accrued on the Redemption Date, from the Redemption Date
to the maturity date, May 8, 2023, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the Indenture), plus 25 basis points (the
"Redemption Price").

Unless otherwise defined in this notice, all words and expressions defined in
the Indenture and the First Notice shall have the same meaning in this notice.

NOTICE IS HEREBY GIVEN THAT, for purposes of calculating the Redemption Price,
the Treasury Rate shall be determined by reference to the following Comparable
Treasury Issue: 1% Treasury securities maturing on 05/15/2023 - CUSIP
912828VB3.

The Redemption Price will be calculated on December 15, 2022, and payment of
the Redemption Price will be made on the Redemption Date. Any interest
thereon, if any, shall cease to accrue on and after such date.

For further information, please contact:

 Trustee, Paying Agent and Calculation Agent:  The Bank of New York Mellon

One Canada Square

London E14 5AL
 Issuer:                                       Pearson Funding plc

80 Strand

London WC2R 0RL
 Guarantor:                                    Pearson plc

80 Strand

London WC2R 0RL

 

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