Pearson PLC — Major Shareholding Notification 2022

Mar 25, 2022

National Storage Mechanism | Additional information

RNS Number : 0688G

Pearson PLC

25 March 2022

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Pearson plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Pearson plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	23 March 2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Cash-settled derivatives:	0	0	0	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0	0	0
TOTAL:	0	0	0	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Ordinary shares held by the directors of Pearson plc, their close relatives and related trusts (including holdings of ADRs representing ordinary shares)

Name	Number of ordinary shares	Percentage of total issued share capital (excluding share options)
Andy Bird	207,584	0.02741
The Bird Family Trust (related trust of Andy Bird)	586,437	0.07744
Sally Johnson	20,265	0.00268
Sherry Coutu	4,174	0.00055
William Budenberg (husband of Sherry Coutu)	2,392	0.00032
Esther Lee	-	-
Linda Lorimer	15,435	0.00204
Graeme Pitkethly	9,162	0.00121
Tim Score	54,593	0.00721
Sidney Taurel	234,894	0.03102
Annette Thomas	-	-
Lincoln Wallen	13,490	0.00178
Kordestani Irrevocable Children's Trust FBO Misha Kordestani (related trust of Omid Kordestani)	2,189	0.00029

(b) Options and awards granted under Pearson plc's share plans held by the directors of Pearson plc, their close relatives and related trusts

Name	Share plan	Number of ordinary shares under option/awards	Vesting date	Share price at grant/date of award
Andy Bird	Co-investment award	402,954	After 31 December 2022	590.2p
Co-investment award	402,954	After 31 December 2023	590.2p
LTIP	332,316	1 May 2024	826.7p
Sally Johnson	LTIP	220,000	1 May 2023	573.72p
154,915	1 May 2024	826.7p
Pearson Save For Shares scheme	2,658	n/a	n/a
Other conditional shares (subject to employment only)	9,740	n/a	n/a

(c) Interests or short positions held by connected advisers of Pearson plc

Citi

Class of relevant security:	ADRs
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	-	251	0.00003
(2) Cash-settled derivatives:	0	-	0	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	-	0	-
TOTAL:	0	-	251	0.00003

Morgan Stanley

Class of relevant security:	Ordinary shares and ADRs
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	22,400	0.00296	0	-
(2) Cash-settled derivatives:	0	-	0	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	-	0	-
TOTAL:	22,400	0.00296	0	-

Goldman Sachs

Class of relevant security:	Ordinary shares and ADRs
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	50,593.5314	0.00668	502	0.00007
(2) Cash-settled derivatives:	0	-	0	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	-	0	-
TOTAL:	50,593.5314	0.00668	502	0.00007

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	25 March 2022
###### Contact name:	Graeme Baldwin, General Counsel and Company Secretary
###### Telephone number:	+44 20 7010 2045

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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