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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
17 October 2017
London
LAUNCH OF SHARE BUYBACK PROGRAMME
Further to its announcement on 11 July 2017, and the subsequent
completion of the sale of a 22% stake in Penguin Random House to
our partner Bertelsmann SE & Co KGaA on 5 October 2017, Pearson
plc (the Company) announces that it is to commence a £300
million share buyback programme (the Programme). The Programme will commence on 18 October 2017
and will end no later than 26 April 2018 (the Engagement
Period). Purchases may continue
during any closed periods of the Company during the Engagement
Period.
The Company has entered into engagements with Citigroup Global
Markets Limited and J.P. Morgan Securities plc (each a
Bank
and together the Banks) under which it has issued a non-discretionary
irrevocable instruction to each Bank to manage the share buyback
programme. Each Bank will carry out the instruction through the
acquisition of ordinary shares in the Company for subsequent
repurchase by the Company. The Banks will make trading decisions in
relation to the Company's ordinary shares repurchased under the
buy-back programme independently of, and uninfluenced by, the
Company. The Banks will acquire ordinary shares for delivery
to the Company pursuant to the
Programme on alternate days during the Engagement Period, starting
with J.P. Morgan Securities plc on 18 October
2017.
Any acquisitions of its ordinary shares by the Company will be
effected within pre-set parameters set out in the Bank's respective
engagements, and in accordance with the Company's AGM authority to
repurchase ordinary shares (at the AGM in 2017, shareholders gave
the company authority to purchase a maximum of 82,258,685 ordinary
shares), Chapter 12 of the Financial Conduct Authority's Listing
Rules and the provisions of the Market Abuse Regulation
596/2014/EU.
The sole purpose of the Programme is to reduce the capital
of the Company. As such the Company intends to cancel any ordinary
shares purchased.
For the
avoidance of doubt, no repurchases will be made in respect of the
Company's American Depositary Receipts.
Each Bank may undertake transactions in the Company's ordinary
shares during the Engagement Period in order to manage its market
exposure under the Programme.
For more information
T + 44 (0)20 7010 2310
Investors: Jo Russell, Tom Waldron, Anjali Kotak
Press: Tom Engel, Tom Steiner
ENDS
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: 17
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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