UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2006
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
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This Report includes the following documents:
1. A press release from Pearson plc announcing Holding(s) in Company
Letter to RNS
Letter dated 14 July 2006
Notification of Change in Interest in Shares
We write in accordance with rule 9.12, under the continuing obligations section
of the Listing Rules, to notify you that on 14 July 2006 we received information
that, pursuant to section 198 of the Companies Act 1985, the shareholding of FMR
Corp. and Fidelity International Ltd, which equals 24,779,572 shares, now
represents 3.08% of the issued ordinary share capital of Pearson plc.
The registered holders of the shares are listed on the schedule below this
letter.
Letter from Pearson Plc
NOTIFICATIONS UNDER SECTIONS 198 TO 202 -- UK COMPANIES ACT
1. Company in which shares are held: Pearson Plc
2. Notifiable Interest: Ordinary Shares
A FMR Corp
82 Devonshire Street
Boston, MA 02109
Parent holding company of Fidelity Management & Research Company
(FMRCO), investment manager for US mutual funds, and Fidelity
Management Trust Company (FMTC), a US state chartered bank which
acts as a trustee or investment manager of various pension and trust
accounts. (See Schedule A for listing of Registered Shareholders
and their holdings.)
B Fidelity International Limited (FIL)
P.O. BOX HM 670
Hamilton HMCX, Bermuda
Parent holding company for various direct and indirect subsidiaries,
including Fidelity Investment Services Ltd (FISL), Fidelity Gestion
(FIGEST), Fidelity Investments Advisory (Korea) Limited (FIA(K)L),
Fidelity Investments Management (Hong Kong) Limited (FIMHK), Fidelity
Pension Management (FPM), Fidelity Investments Japan (FIJ) and
Fidelity Investments International (FII), investment managers for
various non-US investment companies and institutional clients.
3. The notifiable interests also comprise the notifiable interest of:
Mr Edward C Johnson 3d
82 Devonshire Street
Boston, MA 02109
A principal shareholder of FMR Corp. and Fidelity International
Limited.
4. The notifiable interests include interest held on behalf of authorized
unit trust schemes in the U.K. notwithstanding the exemption from
reporting pursuant to Section 209 (1)(h) of the Companies Act 1985.
5. These notifications of disclosable interests constitute separate
notifications of interest in the shares and are combined solely for
the purposes of clarity and efficiency. Nothing herein should be taken to
indicate that FMR Corp. and its direct and indirect subsidiaries,
Fidelity International Limited and its direct and indirect subsidiaries
or Mr Edward C Johnson 3d act as a group or in concert in respect of
the disclosed interests, or that they are required to submit these
notifications on a joint basis.
6. The disclosable interests arise under section 208(4) (b) of the Act,
namely where a person, not being the registered holder, is entitled
to exercise a right conferred by the holding of the shares or to
control the exercise of such rights, or under section 203 of the Act
respectively.
Schedule A
Security: PEARSON PLC
Current ownership
percentage: 3.08%
Total Shares Held 24,779,572
Shares In issue: 804,563,536
MANAGEMENT
SHARES HELD COMPANY NOMINEE/REGISTERED NAME
6,543,580 FPM JP MORGAN, BOURNEMOUTH
846,600 FPM NORTHERN TRUST LONDON
322,800 FPM MELLON BANK
245,400 FPM STATE STR BK AND TR CO LNDN (S
201,500 FPM BANK OF NEW YORK BRUSSELS
193,700 FPM BANKERS TRUST LONDON
84,800 FPM MIDLAND SECURITIES SERVICES
1,017,354 FISL JP MORGAN, BOURNEMOUTH
14,522,800 FIL BROWN BROS HARRIMN LTD LUX
92,000 FIL BANK OF NEW YORK BRUSSELS
63,600 FIL NORTHERN TRUST LONDON
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: 14 July 2006
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary