Form 6-K PEARSON PLC For: Mar 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the
month of March 2022
PEARSON plc
(Exact
name of registrant as specified in its charter)
N/A
(Translation
of registrant's name into English)
80 Strand
London, England WC2R 0RL
44-20-7010-2000
(Address
of principal executive office)
Indicate
by check mark whether the Registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F:
Form
20-F
X
Form 40-F
Indicate
by check mark whether the Registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934
Yes
No X
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT IN RESPONSE TO AN ANNOUNCEMENT BY APOLLO
UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") ON 11 MARCH 2022. THE ANNOUNCEMENT MADE BY APOLLO IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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11 March 2022
Pearson plc
("Pearson" or the "Company")
Response to announcement from Apollo Global Management, Inc. and
its subsidiaries ("Apollo"), on behalf of certain of its affiliated
funds
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Pearson notes the announcement made by Apollo.
The Board of Pearson confirms that, on 5 November 2021, it received
an unsolicited, preliminary and highly conditional proposal from
Apollo regarding a possible cash offer for the entire issued and to
be issued share capital of the Company at 800 pence per share (the
"First Proposal"). The Board of Pearson considered the First
Proposal, together with its financial and legal advisers, and
concluded that it significantly undervalued the Company and its
future prospects, and accordingly unanimously rejected the First
Proposal.
On 7 March 2022, Pearson received a second unsolicited, preliminary
and highly conditional proposal from Apollo regarding a possible
cash offer for the entire issued and to be issued share capital of
the Company at 854.2 pence per share (including the FY 2021
dividend of 14.2 pence per share which has been announced but not
yet paid) (the "Second Proposal").
The Board of Pearson considered the Second Proposal, together with
its financial and legal advisers, and concluded that it
significantly undervalued the Company and its future prospects.
Accordingly, the Board of Pearson unanimously rejected the Second
Proposal.
The Board is confident that the lifelong learning strategy set out
in March 2021 will create sustainable, long-term value for Pearson
stakeholders and that the results for FY 2021 demonstrated the
building momentum as Pearson executes on this new strategic vision.
The Board is also mindful of its fiduciary duties in the event that
an appropriate proposal is forthcoming.
There can be no certainty that any offer will be made, nor as to
the terms of any offer.
In accordance with Rule 2.6(a) of the Code, Apollo is required, by
no later than 5.00 pm on 8 April 2022, either to announce a firm
intention to make an offer for Pearson in accordance with Rule 2.7
of the Code or to announce that it does not intend to make an offer
for Pearson, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.
This announcement has been made without the consent of
Apollo.
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Contacts
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Investor Relations
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Jo Russell
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+44 (0) 7785 451 266
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Media
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Tom Steiner
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+44 (0) 7787 415 891
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Teneo
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Charles Armitstead
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+44 (0) 7703 330 269
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Citigroup Global Markets Limited (Joint Financial Adviser and Corporate
Broker)
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Andrew Seaton
Jan Skarbek
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+44 (0) 207 986 4000
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Morgan Stanley & Co. International Plc (Joint Financial Adviser and Corporate
Broker)
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Ben
GrindleyLaurence Hopkins
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+44 (0) 207 425 8000
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Goldman Sachs International (Joint Financial Adviser)
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Anthony Gutman
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+44 (0) 207 774 1000
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This announcement is being made on behalf of Pearson by Sally
Johnson, Chief Financial Officer.
Important notices relating to financial advisers
Citigroup Global Markets Limited ("Citigroup"), which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
Pearson and no one else in connection with the matters set out in
this announcement and shall not be responsible to anyone other than
Pearson for providing the protections afforded to clients of
Citigroup nor for providing advice in connection with the contents
of this announcement or any other matter referred to
herein.
Morgan Stanley & Co. International plc, which is authorised by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom is acting as financial adviser exclusively for
Pearson and no one else in connection with the matters set out in
this announcement. In connection with such matters, Morgan Stanley,
its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other
matter referred to herein.
Goldman Sachs International ("Goldman Sachs"), which is authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom, is acting exclusively for Pearson and no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Pearson for
providing the protections afforded to clients of Goldman Sachs nor
for providing advice in connection with the contents of this
announcement or any other matter referred to herein.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Pearson's website
(plc.pearson.com/investors) by no later than 12 noon (London time)
on the business day following the date of this announcement. The
contents of the website referred to in this announcement are not
incorporated into, and do not form part of, this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1%
or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time)
on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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PEARSON
plc
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Date: 11
March 2022
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By: /s/
NATALIE WHITE
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------------------------------------
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Natalie
White
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Deputy
Company Secretary
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