Pearson PLC — Regulatory Filings 2020

Apr 1, 2020

6-K 1 a4745i.htm DISPOSAL Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation a4745i

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 April 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

Pearson announces completion of sale of remaining 25% stake in Penguin Random House

| 1 st April
2020 |
| --- |
| Pearson,
the world's learning company, has today completed the sale of its
remaining 25% stake in Penguin Random House for approximately $675m
(£530m 1 )
to Bertelsmann SE & Co KGaA ("Bertelsmann"). The transaction
was announced on 18 th December
2019 and completes Pearson's exit from the venture which, going
forward, will be wholly owned by
Bertelsmann. In our
announcement in December, we stated our intention to return
£350m of net proceeds to our shareholders through a share
buyback programme, which we subsequently commenced in early 2020.
In our trading update on 23 rd March,
in light of the rapidly changing environment caused by the COVID-19
pandemic, we further stated that the Board had decided it was
prudent to pause the share buyback with approximately £167m of
the £350m share repurchase programme completed to
date. Pearson has
significant financial headroom with approximately £1bn in
total liquidity immediately available from cash and our Revolving
Credit Facility at the end of February 2020. Given the current
circumstances, we are looking at all options to maximise our
liquidity and therefore will retain the proceeds from the disposal
of our 25% stake in Penguin Random House to further strengthen our
short-term financial position. John
Fallon, Pearson's chief executive, said: "As our venture
with Bertelsmann comes to an end, we wish our colleagues and
authors in Penguin Random House every future success. While we
are experiencing unprecedented times as a result of COVID-19, we
are taking all precautionary measures to protect our business. Our
balance sheet is strong, our net debt is
relatively low, and we have good liquidity. Furthermore,
the growing interest in online learning puts us in a strong
position given our global leadership and investment in this
area. " |

Notes

1 Based on $/£ exchange rates of 1.27

Contacts

| Investor Relations | Jo
Russell Anjali
Kotak | 07785
451266 07802
890724 |
| --- | --- | --- |
| Media | Tom
Steiner Gemma
Terry | 07787
415891 07841
363216 |
| Brunswick | Charles
Pretzlik, Nick Cosgrove, Simone Selzer | 0207
404 5959 |

Forward looking statements: Except for the historical information contained herein, the matters discussed in this statement include forward-looking statements. In particular, all statements that express forecasts, expectations and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of interest or exchange rates, the availability of financing, anticipated cost savings and synergies and the execution of Pearson's strategy, are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in future. They are based on numerous assumptions regarding Pearson's present and future business strategies and the environment in which it will operate in the future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including a number of factors outside Pearson's control. These include international, national and local conditions, as well as competition. They also include other risks detailed from time to time in Pearson's publicly-filed documents and you are advised to read, in particular, the risk factors set out in Pearson's latest annual report and accounts, which can be found on its website (www.pearson.com/corporate/investors.html). Any forward-looking statements speak only as of the date they are made, and Pearson gives no undertaking to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes to events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on such forward-looking statements.

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: 01
April 2020
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

page break