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Pearson Funding Five (15MJ)

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Wednesday 13 March, 2019

Pearson Funding Five

FINAL RESULTS OF THE CASH TENDER OFFER

RNS Number : 7376S
Pearson Funding Five PLC
13 March 2019
 

PEARSON FUNDING FIVE PLC AND PEARSON PLC ANNOUNCE FINAL RESULTS OF THE CASH TENDER OFFER FOR THE €500,000,000 1.875 PER CENT. NOTES DUE 2021 ISSUED BY PEARSON FUNDING FIVE PLC AND GUARANTEED BY PEARSON PLC

13 March 2019

Pearson plc (the Guarantor) together with its subsidiary Pearson Funding Five plc (the Company) hereby announce the final results of the Company's invitation to eligible holders (subject to the offer restrictions referred to below) of the Company's €500,000,000 1.875 per cent. notes due 2021 guaranteed by the Guarantor (ISIN: XS1068765418) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer) of which €250,000,000 remained outstanding prior to the Offer.

The Offer was announced on 6 March 2019 and was made on the terms and subject to the offer and distribution restrictions set out in the tender offer memorandum dated 6 March 2019 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Results of the Offer

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 12 March 2019.

As at the Expiration Deadline, the Company had received valid tenders of 55,443,000 in an aggregate nominal amount of the Notes for purchase. The Company announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offer.

Notes

ISIN

Amount tendered

Acceptance Amount

Nominal amount outstanding after Settlement Date

Pro-Ration Factor (if any)

Purchase Yield

Purchase Price

Accrued Interest

€500,000,000 1.875 per cent. notes due 2021

XS1068765418

€55,443,000

€55,443,000

€194,557,000

n/a

 

0 per cent.

104.084 per cent.

15.411 per cent.

The following table sets out the final results in respect of the Notes. No further announcements of results are expected to be made.

 

The expected Settlement Date for the Offer is 15 March 2019.

Further Information

Questions and requests for assistance in connection with the Offer may be directed to:

 

 

 

Dealer Manager

BNP Paribas


10 Harewood Avenue
London NW1 6AA
United Kingdom

Telephone: +44 (0) 20 7595 8668
Attention: Liability Management Group
Email: [email protected]



 

Tender Agent

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 (0)20 7704 0880
Attention:
Thomas Choquet
Email:
[email protected]

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to an Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the Guarantor, the Dealer Manager and the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Noteholders should tender Notes in the Offer.

None of the Dealer Manager, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer, the Company, any of its affiliates (including the Guarantor) or the Notes contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Guarantor, the Dealer Manager, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates of such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Manager, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company or the Guarantor to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON.




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