TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
Pearson plc |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
X |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligationiv |
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Name |
Silchester International Investors LLP |
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City and country of registered office (if applicable) |
London, UK |
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4. Full name of shareholder(s) (if different from 3.)v |
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Name |
No individual shareholder holds more than 5% of voting rights. |
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City and country of registered office (if applicable) |
Not applicable. |
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5. Date on which the threshold was crossed or reachedvi: |
17th February 2020 |
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6. Date on which issuer notified (DD/MM/YYYY): |
18th February 2020 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
11.00% |
Nil |
11.00% |
773,346,233 |
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Position of previous notification (if applicable) |
10.03% |
Nil |
10.03% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rightsix |
% of voting rights |
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Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
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GB0006776081 |
Nil |
85,106,480 |
Nil |
11.00% |
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SUBTOTAL 8. A |
85,106,480 |
11.00% |
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8. B 1 |
N/A |
N/A |
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
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N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8.B.2 |
N/A |
N/A |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
X |
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Full chain of controlled undertakings through which the voting rights and/or the |
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Namexv |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
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N/A |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
Silchester International Investors LLP |
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The number and % of voting rights held |
N/A |
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The date until which the voting rights will be held |
N/A |
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11. Additional informationxvi |
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Silchester International Investors LLP ("Silchester") acts as investment manager for certain commingled funds (our "Clients"). In acting for our Clients, Silchester is given full discretion over their investments and is empowered to vote on their behalf. However, we do not act as our Clients' custodian and therefore shares are not held in our name but in the name of each Client's custodian bank. The change in Silchester's holdings was due to a series of transactions over a series of different trading days. |
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Place of completion |
London, UK |
Date of completion |
18th February 2020 |
Natalie White
Deputy Company Secretary
Pearson plc
18 February 2020