Form 8 (DD) - Melorio PLC

RNS Number : 4151M

Pearson PLC

24 May 2010

 

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.	KEY INFORMATION

(a)	Identity of the party to the offer or person acting in concert making the disclosure:	Pearson plc
(b)	Owner or controller of interests and short positions disclosed, if different from 1(a):	n/a
(c)	Name of offeror/offeree in relation to whose relevant securities this form relates:	Melorio plc
(d)	Status of person making the disclosure:	OFFEROR
(e)	Date dealing undertaken	21 May 2010
(f)	Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

2.	POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)	Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:		10p Ordinary Shares
		Interests		Short positions
		Number	Per cent.	Number	Per cent.
(1)	Relevant securities owned and/or controlled:	4,683,335	11.88
(2)	Derivatives (other than options):
(3)	Options and agreements to purchase/sell?
	TOTAL	4,683,335	11.88

The Melorio relevant securities now owned and/or controlled by Pearson include the 3,802,710 Melorio Shares in respect of which Schroders had granted an irrevocable undertaking and call option to Pearson.  Pearson exercised the option on around 3 p.m.on 21 May 2010, after the Offer Document was posted and after the Offer had been made.  At the same time, Pearson acquired a further 880,625 Melorio Shares from Schroders.

(b)	Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3.	DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)	Purchases and Sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
10p Ordinary Shares	Purchase	4,683,335	GBP2.25

(b)	Derivatives transactions (other than options)

Class of relevant security	Product description	Nature of dealing	Number of reference securities	Price per unit

(c)	Options transactions in respect of existing securities
(i)	Writing, selling, purchasing or varying

Class of relevant security	Product description	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type	Expiry date	Option money paid/ received per unit

(ii)	Exercising

Class of relevant security	Product description	Number of securities	Exercise price per unit

(d)	Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing	Details	Price per unit (if applicable)

4.	OTHER INFORMATION

(a)	Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

None

(b)	Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:
(i)	the voting rights of any relevant securities under any option; or
(ii)	the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
None

(c)	Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	24 May 2010
Contact name:	Ian Mombru, Lazard & Co., Limited
Telephone number	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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