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 July
2025
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
1
July 2025
Pearson plc
Announcement of share repurchase programme
Pearson plc (the Company) announces that it has entered into an engagement
with Citigroup Global Markets Limited (the Bank) in connection with the second and final tranche
of its £350 million share buyback programme launched on 18
March 2025 (the Second
Tranche) ahead of the closed
period prior to its interim results announcement. As previously
announced, the Second Tranche will be in the sum of £175
million.
The first tranche of the Programme, conducted by Morgan Stanley
& Co. International plc, in the sum of £175 million
(the First
Tranche), is anticipated to end
on or before 18 August 2025. The Second Tranche is expected to
automatically commence on the business day following completion of
the First Tranche and is anticipated to end on a date no later than
five months after the commencement of the Second Tranche
(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 the Bank under
which it has issued a non-discretionary irrevocable instruction to
the Bank to manage the Second Tranche. The Bank will carry out the
instruction through the acquisition of ordinary shares in the
Company for repurchase by the Company. The Bank will make trading
decisions in relation to the Company's ordinary shares repurchased
under the Second Tranche 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 2 May 2025, shareholders gave the Company authority to
purchase a maximum of 66,657,551 ordinary shares), Chapter 9
of the Financial Conduct Authority's UK 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) and will be discontinued in the event that
the Company ceases to have the necessary general authority to
repurchase ordinary shares.
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 Second Tranche.
CONTACTS
|
Investor
Relations
|
Alex
Shore
|
+44 (0)
7720 947 853
|
|
|
Steph
Crinnegan
|
+44 (0)
7780 555 351
|
|
|
Gemma
Terry
|
+44 (0)
7841 363 216
|
|
|
Brennan
Matthews
|
+1
(332) 238-8785
|
|
Teneo
|
Ed
Cropley
|
+44 (0)
7492 949 346
|
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.
|
|
PEARSON
plc
|
|
|
|
|
Date: 01
July 2025
|
|
|
|
By: /s/
NATALIE WHITE
|
|
|
|
|
|
------------------------------------
|
|
|
Natalie
White
|
|
|
Deputy
Company Secretary
|