Pearson PLC
7 August 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
JAPAN
US REGISTRATION AND UPDATE ON THE RIGHTS ISSUE
Pearson plc announced on Monday 31 July 2000 that it intended to finance its
£1.7 billion tender offer for National Computer Systems, Inc. (NCS) through a
3 for 11 rights issue at £10 per share. Pearson has been keen to ensure that
shareholders in the United States can participate in the rights issue.
Accordingly, Pearson expects today to file a registration statement, in
connection with the rights issue, with the United States Securities & Exchange
Commission. To keep the offerings in both jurisdictions on the same
timetable, documents will be posted in the UK and the US on Wednesday 9th
August. Shareholders on the register on the record date (28 July) will also
receive a Provisional Allotment Letter, setting out their entitlements and the
required procedure for acceptance. Dealings in the nil paid rights will
commence on the London Stock Exchange at 8am on Thursday 10th August 2000.
Shareholders will have until 3:00pm on 1st September 2000 to accept and pay
for their rights under the terms of the rights issue.
For further information:
John Fallon Pearson plc +44 20 7411 2310
Goldman Sachs International, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, has approved the contents of this
announcement solely for the purposes of Section 57 of the Financial Services
Act 1986.
Goldman Sachs International is acting exclusively for Pearson and no-one else
in connection with the proposed acquisition of NCS and the rights issue and
will not be responsible to anyone other than Pearson for providing the
protections afforded to customers of Goldman Sachs International or for
providing advice in relation to the proposed acquisition of NCS and the rights
issue.
Cazenove & Co., who are regulated in the United Kingdom by the Securities and
Futures Authority Limited, are acting for Pearson and no-one else in
connection with the rights issue and will not be responsible to anyone other
than Pearson for providing the protections afforded to customers of Cazenove &
Co. or for providing advice in relation to the rights issue.
THIS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE IN THE
UNITED STATES. THE OFFERING WILL BE MADE IN THE UNITED STATES AS PART OF A
SEPARATE PROSPECTUS WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE PROSPECTUS WILL
CONTAIN IMPORTANT INFORMATION ABOUT PEARSON AND ITS MANAGEMENT AND WILL
CONTAIN PEARSON'S FINANCIAL STATEMENTS.
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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