Form 6-K PEARSON PLC For: Oct 07
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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 October
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
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
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Contacts
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Investor Relations
|
Jo
Russell
|
+44 (0)
7785 451 266
|
|
Teneo
|
Charles
Armitstead
|
+44 (0)
7703 330 269
|
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: 07
October 2022
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By: /s/
NATALIE WHITE
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------------------------------------
|
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|
Natalie
White
|
|
|
Deputy
Company Secretary
|
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