Pearson Funding PLC Second/Further Notice - Guaranteed Notes (7381J)
15 December 2022 - 1:53AM
UK Regulatory
TIDM79DT
RNS Number : 7381J
Pearson Funding PLC
14 December 2022
Pearson Funding plc
December 14, 2022
NOTICE IN RESPECT OF THE
$500,000,000 3.250% GUARANTEED NOTES DUE 2023 (THE "NOTES") (OF
WHICH $94,176,000 IN PRINCIPAL AMOUNT ARE OUTSTANDING)
Rule 144A Notes:
Cusip No.: 70501VAA6, ISIN: 1 US70501VAA61, Common Code:
092818845
Regulation S Notes:
Cusip No.: G6964RAA2 ISIN: USG6964RAA26, Common Code:
092818861
OF
PEARSON FUNDING PLC (THE "ISSUER")
GUARANTEED BY PEARSON PLC
Notice was given on November 15, 2022 (the " First Notice ")
that, pursuant to Section 6.2 of the Indenture, dated as of May 8,
2013 (the "Indenture"), by and among Pearson Funding plc, a public
limited company incorporated under the laws of England and Wales
(the "Company"), Pearson plc, as guarantor, and The Bank of New
York Mellon, as Trustee, Paying Agent and Calculation Agent (the
"Trustee") the Company's 3.250% Guaranteed Notes due 2023 (the
"Notes"), of which $94,176,000 in principal amount are outstanding,
will be redeemed by the Issuer in whole at a redemption price equal
to (a) any accrued and unpaid interest to (but excluding) December
16, 2022 (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, May 8, 2023, 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 25 basis points (the "Redemption
Price").
Unless otherwise defined in this notice, all words and
expressions defined in the Indenture and the First Notice shall
have the same meaning in this notice.
NOTICE IS HEREBY GIVEN THAT , for purposes of calculating the
Redemption Price, the Treasury Rate shall be determined by
reference to the following Comparable Treasury Issue: 1% Treasury
securities maturing on 05/15/2023 - CUSIP 912828VB3.
The Redemption Price will be calculated on December 15, 2022,
and payment of the Redemption Price will be made on the Redemption
Date. Any interest thereon, if any, shall cease to accrue on and
after such date.
For further information, please contact:
Trustee, Paying Agent and Calculation The Bank of New York Mellon
Agent: One Canada Square
London E14 5AL
Issuer: Pearson Funding plc
80 Strand
London WC2R 0RL
----------------------------
Guarantor: Pearson plc
80 Strand
London WC2R 0RL
----------------------------
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END
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