Pearson PLC — Regulatory Filings 2020

Jun 12, 2020

6-K 1 a8265p.htm HOLDING(S) IN COMPANY Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation a8265p

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020

PEARSON plc

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

80 Strand

London, England WC2R 0RL

44-20-7010-2000

(Address of principal executive office)

Indicate by check mark whether the Registrant files or will file annual reports

under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark whether the Registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

Yes No X

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 — 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached ii : | | Pearson plc | | |
| --- | --- | --- | --- | --- |
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X"
if appropriate) | | | | |
| Non-UK issuer | | | | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an
"X") | | | | |
| An acquisition or disposal of voting rights | | | | X |
| An acquisition or disposal of financial instruments | | | | |
| An event changing the breakdown of voting rights | | | | |
| Other (please specify) iii : | | | | |
| 3. Details of person subject to the notification
obligation iv | | | | |
| Name | | Cevian Capital II GP Limited | | |
| City and country of registered office (if applicable) | | St Helier, Jersey | | |
| 4. Full name of shareholder(s) (if different from 3.) v | | | | |
| Name | | Aurora Nominees Limited | | |
| City and country of registered office (if applicable) | | London, England | | |
| 5. Date on which the threshold was crossed or
reached vi : | | 09/06/2020 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 11/06/2020 | | |
| 7. Total positions of person(s) subject to the notification
obligation | | | | |
| | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of
8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer vii |
| Resulting situation on the date on which threshold was crossed or
reached | 5.40% | Nil | 5.40% | 752,404,738 |
| Position of previous notification (if applicable) | N/A | | | |

| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached viii | | | | | |
| --- | --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | | |
| Class/type ofshares ISIN code (if possible) | Number of voting rights ix | | % of voting rights | | |
| | 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) |
| GB0006776081 | N/A | 40,623,241 | N/A | | 5.40% |
| SUBTOTAL 8. A | 40,623,241 | | 5.40% | | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | | |
| Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument
is exercised/converted. | | % of voting rights |
| N/A | N/A | N/A | N/A | | N/A |
| | | SUBTOTAL 8. B 1 | N/A | | N/A |
| B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b)) | | | | | |
| Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash settlement xii | Number of voting rights | % of voting rights |
| N/A | N/A | N/A | N/A | N/A | N/A |
| | | | SUBTOTAL 8.B.2 | N/A | N/A |

| 9. Information in relation to the person subject to the
notification obligation (please mark the applicable
box with an "X") | | | |
| --- | --- | --- | --- |
| 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) issuer xiii | | | |
| Full chain of controlled
undertakings through which the voting rights and/or thefinancial
instruments are effectively held starting with the ultimate
controlling natural person or legal entity xiv (please
add additional rows as necessary) | | | X |
| Name xv | % 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 |
| Cevian Capital II G.P. Limited as general partner for Cevian Capital II Master Fund L.P. | 5.40 | N/A | 5.40 |
| 10. In
case of proxy voting, please identify: | | | |
| Name of the proxy holder | | N/A | |
| The number and % of voting rights held | | N/A | |
| The date until which the voting rights will be held | | N/A | |
| 11. Additional information xvi | | | |
| Cevian Capital II G.P. Limited acts as general partner for Cevian
Capital II Master Fund L.P. The legal owner of the shares is Aurora Nominees Limited (acting as
nominee), which holds the shares on behalf of UBS AG (acting as
custodian). Cevian crossed the 5% threshold on 09/06/2020. Cevian is
voluntarily disclosing its position as at
11/06/2020. | | | |

Place of completion	Jersey
Date of completion	11/06 / 2020

Natalie White

Deputy Company Secretary

Pearson plc

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: 12
June 2020
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

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