TIDMPSON TIDMEDD
RNS Number : 8009J
Pearson PLC
05 July 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO.
For immediate release 5 July 2011
RECOMMENDED CASH OFFER BY PEARSON PLC FOR EDUCATION DEVELOPMENT
INTERNATIONAL PLC
COMPULSORY ACQUISITION OF OUTSTANDING EDUCATION DEVELOPMENT
INTERNATIONAL PLC SHARES
On 7 March 2011, the board of directors of Pearson plc
("Pearson") and Education Development International plc ("EDI")
announced the terms of a recommended cash offer for the entire
issued and to be issued ordinary share capital of EDI to be made by
Pearson. The Offer was made at a price of 200 pence in cash for
each EDI Share, representing a premium of approximately 61 per
cent. to the Closing Price of 124 pence per EDI Share on 4 March
2011.
On 10 June 2011, Pearson announced that all of the conditions to
the Offer had been either satisfied or waived and that the Offer
was thereby declared unconditional in all respects.
Pearson announces that, as at 1.00 p.m. on 4 July 2011, valid
acceptances had been received in respect of a total 53,007,555 EDI
Shares, representing approximately 94.04 per cent. of the issued
share capital of EDI.
Accordingly, having received acceptances under the Offer in
respect of 90 per cent. or more in value of the EDI Shares to which
the Offer relates (and more than 90 per cent. of the voting rights
carried by EDI Shares), Pearson is today despatching compulsory
acquisition notices pursuant to the provisions of sections 979 to
982 (inclusive) of the Companies Act 2006 to acquire compulsorily
any remaining EDI Shares on the same terms as the Offer.
Unless any of the EDI Shareholders who have not accepted the
Offer apply to the court and the court orders otherwise, on the
expiry of six weeks from the date of the compulsory acquisition
notices, being 16 August 2011, the EDI Shares held by EDI
Shareholders who have not accepted the Offer will be acquired
compulsorily by Pearson on the same terms as the Offer.
The Offer will remain open until further notice. At least 14
days' notice will be given by an announcement before the Offer is
closed.
EDI Shareholders who have not already done so are urged to
accept the Offer as soon as possible rather than wait for their EDI
Shares to be acquired compulsorily by Pearson. The consideration
due to EDI Shareholders who accept the Offer will be settled more
promptly than if those shares were to be acquired compulsorily.
To accept the Offer for EDI Shares held in certificated form,
EDI Shareholders should complete, sign and return the Form of
Acceptance in accordance with the instructions contained therein
and set out in the Offer Document.
To accept the Offer for EDI Shares held in uncertificated form
(that is, in CREST), EDI Shareholders should follow the procedure
for electronic acceptance through CREST in accordance with the
instructions set out in the Offer Document.
Copies of the Offer Document, the Form of Acceptance and other
documents on display for the purposes of the Offer are available
for inspection during normal business hours on any business day at
the offices of Herbert Smith LLP, Exchange House, Primrose Street,
London EC2A 2HS throughout the period during which the Offer
remains open for acceptance.
Admission to trading on AIM of the EDI Shares is expected to be
cancelled on 13 July 2011.
Terms used in this announcement have the same meaning given to
them in the Offer Document.
A copy of this announcement and the Offer Document can be viewed
at http://www.pearson.com.
Enquiries
Pearson plc
Luke Swanson
Simon Mays-Smith
Charles Goldsmith +44 (0)20 7010 2310
Citi
Philip Robert-Tissot
David James
Sian Evans +44 (0) 20 7986 4000
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Pearson
and no one else in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Pearson for providing the protections afforded to clients of Citi
nor for providing advice in relation to these matters, the content
of this announcement or any matter referred to herein.
The distribution of this announcement in jurisdictions other
than the UK may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
Notice to US holders of EDI Shares
This announcement does not constitute an offer, or compulsory
acquisition of, securities for sale in the United States or an
offer, or compulsory acquisition notice, to acquire securities in
the United States. No offer, or compulsory acquisition of,
securities has been made, or will be made, directly or indirectly,
in or into, or by use of the mails, any means or instrumentality of
interstate or foreign commerce or any facilities of a national
securities exchange of, the United States or any other country in
which such offer or compulsory acquisition may not be made other
than (i) in accordance with the tender offer requirements under the
US Securities Exchange Act of 1934, as amended (the "Exchange Act")
or the securities laws of such other country, as the case may be,
or (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any other US
state securities commission has approved or disapproved the Offer
or compulsory acquisition or passed upon the adequacy or
completeness of this document, the Offer Document or the compulsory
acquisition notice. Any representation to the contrary is a
criminal offence.
The Offer has been made in the United States pursuant to an
exemption from the US tender offer rules provided by Rule 14d-1(c)
of the Exchange Act and otherwise in accordance with the
requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to compulsory acquisition, withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and laws.
The receipt of cash pursuant to the Offer and the compulsory
acquisition by a US holder of EDI Shares may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local laws, as well as foreign and other tax laws.
Each holder of EDI Shares is urged to consult his independent
financial adviser immediately regarding any acceptance of the Offer
or the compulsory acquisition, including, without limitation, the
tax consequences of the compulsory acquisition or any acceptance of
the Offer.
Both Pearson and EDI are incorporated under the laws of England
and Wales and some or all of the officers and directors of Pearson
and EDI may be residents of non-US jurisdictions. As a result, it
may be difficult for US holders of EDI Shares to enforce their
rights or any claim arising out of the US federal securities laws.
US holders of EDI Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment or jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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