Form 8 (OPD) - Pearson PLC

RNS Number : 0688G

Pearson PLC

25 March 2022

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

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

1.  KEY INFORMATION

(a) Full name of discloser:	Pearson plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):   The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:   Use a separate form for each offeror/offeree	Pearson plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	23 March 2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?   If it is a cash offer or possible cash offer, state "N/A"	N/A

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

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

Class of relevant security:	Ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Cash-settled derivatives:	0	0	0	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0	0	0
TOTAL:	0	0	0	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)  Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Ordinary shares held by the directors of Pearson plc, their close relatives and related trusts (including holdings of ADRs representing ordinary shares) Name Number of ordinary shares Percentage of total issued share capital (excluding share options) Andy Bird 207,584 0.02741 The Bird Family Trust (related trust of Andy Bird) 586,437 0.07744 Sally Johnson 20,265 0.00268 Sherry Coutu 4,174 0.00055 William Budenberg (husband of Sherry Coutu) 2,392 0.00032 Esther Lee - - Linda Lorimer 15,435 0.00204 Graeme Pitkethly 9,162 0.00121 Tim Score 54,593 0.00721 Sidney Taurel 234,894 0.03102 Annette Thomas - - Lincoln Wallen 13,490 0.00178 Kordestani Irrevocable Children's Trust FBO Misha Kordestani (related trust of Omid Kordestani) 2,189 0.00029 (b) Options and awards granted under Pearson plc's share plans held by the directors of Pearson plc, their close relatives and related trusts Name Share plan Number of ordinary shares under option/awards Vesting date Share price at grant/date of award Andy Bird Co-investment award 402,954 After 31 December 2022 590.2p Co-investment award 402,954 After 31 December 2023 590.2p LTIP 332,316 1 May 2024 826.7p Sally Johnson LTIP 220,000 1 May 2023 573.72p 154,915 1 May 2024 826.7p Pearson Save For Shares scheme 2,658 n/a n/a Other conditional shares (subject to employment only) 9,740 n/a n/a (c) Interests or short positions held by connected advisers of Pearson plc Citi Class of relevant security: ADRs Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 0 - 251 0.00003 (2) Cash-settled derivatives: 0 - 0 - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 - 0 -   TOTAL: 0 - 251 0.00003 Morgan Stanley Class of relevant security: Ordinary shares and ADRs Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 22,400 0.00296 0 - (2) Cash-settled derivatives: 0 - 0 - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 - 0 -   TOTAL: 22,400 0.00296 0 - Goldman Sachs Class of relevant security: Ordinary shares and ADRs Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 50,593.5314 0.00668 502 0.00007 (2) Cash-settled derivatives: 0 - 0 - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 - 0 -   TOTAL: 50,593.5314 0.00668 502 0.00007

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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 making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

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 making the disclosure, or any person acting in concert with it, 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: If there are no such agreements, arrangements or understandings, state "none"

None

(c)  Attachments

Are any Supplemental Forms attached?

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

Date of disclosure:	25 March 2022
Contact name:	Graeme Baldwin, General Counsel and Company Secretary
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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

 

END

 

 

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