Pearson PLC 6-K, filed Sep 20, 2023
Pearson PLC (PSO)
6-K
2023-09-20
For: 2023-09-20
View Original
Added on
April 08, 2026
About this 6-K
Pearson PLC filed this 6-K on September 20, 2023.
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 September
2023
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
20 September 2023
Pearson plc
Announcement of share repurchase programme
Further to its announcement on 31 July 2023 at its Interim Results,
Pearson plc (the Company) announces the commencement of its £300
million share buyback programme (the Programme).
The Programme will commence tomorrow, 21 September 2023, and is
anticipated to end on or before 7 March 2024
(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 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 (at the AGM on 28 April
2023, shareholders gave the Company authority to purchase a maximum
of 71,612,324 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 UK law pursuant to the
European Union (Withdrawal) Act 2018, as amended).
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.
There is no change to the Group financial guidance for 2023
published by the Company in its Interim Results on 31 July 2023 and
our medium-term Group level guidance is also
unchanged.
CONTACTS
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Investor Relations
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Jo Russell
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+44 (0)
7785 451 266
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James
Caddy
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+44 (0)
7825 948 218
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Gemma
Terry
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+44 (0)
7841 363 216
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Brennan
Matthews
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+1
(332) 238-8785
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Teneo
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Charles Armitstead
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+44 (0)
7703 330 269
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Notes
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.pearsonplc.com). 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.
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PEARSON
plc
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Date: 20
September 2023
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By: /s/
NATALIE WHITE
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Natalie
White
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Deputy
Company Secretary
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