Pearson PLC — Transaction in Own Shares 2022

Apr 4, 2022

6-K 1 a1088h.htm TRANSACTION IN OWN SHARES Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2022 Issuer Direct Corporation a1088h

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 2022

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

| 4
April 2022 Pearson plc ("Pearson"
or the "Company") Announcement of share repurchase programme | | |
| --- | --- | --- |
| Further to its announcement on 25 February 2022 at its Preliminary
Results, Pearson plc (the Company ) announces that it is to commence the first
tranche of its £350 million share buyback programme
(the Programme ). The first tranche of the Programme will be in the sum of £250
million and will commence today, 4 April 2022, and is anticipated
to end on or before 4 October 2022 (the Engagement
Period ). Purchases may continue
during any closed periods of the Company during the Engagement
Period. The Company has entered into an engagement with Citigroup Global
Markets Limited (the Bank ) under which it has issued a non-discretionary
irrevocable instruction to the Bank to manage this tranche of the
share buyback programme. The Bank will carry out the instruction
through the acquisition of ordinary shares in the Company for
subsequent repurchase by the Company. The Bank will make trading
decisions in relation to the Company's ordinary shares repurchased
under the buyback programme independently of, and uninfluenced by,
the Company. Any acquisitions of its ordinary shares by the Company will be
effected within certain pre-set parameters set out in the Bank's
engagement letter, and in accordance with the Company's AGM
authority to repurchase ordinary shares as in force from time to
time (at the AGM in 2021, shareholders gave the Company authority
to purchase a maximum of 75,373,162 ordinary shares), Chapter 12 of
the Financial Conduct Authority's Listing Rules and the provisions
of the Market Abuse Regulation 596/2014/EU as it forms part of
retained EU law in the UK (as defined in the EU (Withdrawal) Act
2018) and will be discontinued in the event that the Company ceases
to have necessary general authority to repurchase ordinary
shares. The Company intends to enter into arrangements to commence a second
tranche of the Programme in the sum of £100 million in due
course. The sole purpose of the Programme is to reduce the capital of the
Company. As such, the Company will cancel any ordinary shares
purchased. For the avoidance of doubt, no repurchases will be made in respect
of the Company's American Depositary Receipts. The Bank may undertake transactions in the Company's ordinary
shares during the Engagement Period in order to manage its market
exposure under the Programme. -ENDS- | | |
| Contacts | | |
| Investor Relations | Jo
Russell | +44 (0)
7785 451 266 |
| Media | Tom
Steiner Gemma
Terry | +44 (0)
7787 415 891 +44 (0)
7841 363 216 |
| Teneo | Charles
Armitstead | +44 (0)
7703 330 269 |

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: 04
April 2022
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary