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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 October 2017
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
Pearson plc
October 9, 2017
NOTICE OF REDEMPTION IN RESPECT OF THE
$300,000,000 4.625% SENIOR NOTES DUE 2018 (THE
"NOTES")
Rule 144A Notes:
Cusip No.: 705015AB1, ISIN: 1 US705015AB12, Common Code:
017138693
Regulation S Notes:
Cusip No.: G69651AQ3 ISIN: USG69651AQ33, Common Code:
017138723
OF
PEARSON PLC (THE "ISSUER")
NOTICE IS HEREBY GIVEN
THAT, pursuant to Section 5.2
of the Indenture, dated as of June 23, 2003 (the
"Indenture"), by and among the Issuer and The Bank of New
York, as Trustee, Paying Agent and Calculation Agent (the
"Trustee"), the Company's 4.625% Senior Notes due 2018
(the "Notes"), will be redeemed by the Issuer in whole at a
redemption price equal to (a) any accrued and unpaid interest to
(but excluding) November 7, 2017 (the "Redemption
Date") and Additional Amounts
(as defined in the Indenture), if any, plus (b) the greater of (i)
100% of the principal amount of the notes to be redeemed and (ii)
as determined by The Bank of New York Mellon, as Calculation Agent,
the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed, not
including any portion of such payment of interest accrued on the
Redemption Date, from the Redemption Date to the maturity date,
June 15, 2018, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the Indenture), plus 20 basis
points (the "Redemption
Price").
On
the Redemption Date, the Redemption Price for each Note will become
due and payable and interest thereon, if any, shall cease to accrue
on and after such date.
For
further information, please contact:
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Trustee, Paying Agent and Calculation Agent:
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The Bank of New York MellonOne Canada SquareLondon E14
5AL
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Issuer:
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Pearson plc80 StrandLondon WC2R 0RL
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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: 09
October 2017
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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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