TIDMPSON TIDMEDD
RNS Number : 2749I
Pearson PLC
10 June 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 10 June 2011
RECOMMENDED CASH OFFER BY PEARSON PLC FOR EDUCATION DEVELOPMENT
INTERNATIONAL PLC
Offer Declared Unconditional in all Respects
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.
On 5 May 2011, Pearson announced the extension of the offer
timetable with the consent of EDI and the Panel.
Pearson notes the Office of Fair Trading ("OFT") today announced
the decision that it is not its intention to refer the proposed
acquisition of EDI by Pearson to the Competition Commission.
Pearson is pleased to announce that all of the conditions to the
Offer have now been either satisfied or waived and that the Offer
is hereby declared unconditional in all respects. The Offer will
remain open for acceptance until further notice. At least 14 days'
notice will be given by an announcement before the Offer is
closed.
The consideration due to accepting EDI Shareholders is expected
to be despatched (in the case of certificated holders) or credited
to the relevant CREST account (in the case of uncertificated
holders) either on or before 24 June 2011, in respect of
acceptances complete in all respects and received not later than
1.00 p.m. on 10 June 2011, or within 14 days of the date of receipt
of further acceptances which are valid and complete in all
respects.
Pearson announces that, as at 1.00 p.m. on 10 June 2011, valid
acceptances had been received in respect of a total 48,610,258 EDI
Shares, representing approximately 86.25 per cent. of the issued
share capital of EDI. This total includes acceptances received in
respect of 17,091,460 EDI Shares (representing approximately 30.33
per cent. of the issued share capital of EDI) which were subject to
irrevocable commitments procured by Pearson.
As stated in the Offer Document, as Pearson is in receipt of
valid acceptances in respect of more than 75 per cent. of the
existing issued share capital of EDI, Pearson intends to procure
the making of an application by EDI to the London Stock Exchange
for the cancellation of the admission to trading of its shares on
AIM. It is anticipated that such cancellation will take effect no
earlier than 8.00 a.m. on 8 July 2011. Delisting and the
cancellation of trading of EDI Shares will significantly reduce the
liquidity and marketability of any EDI Shares not acquired by
Pearson.
It is further proposed that after the EDI Shares are no longer
admitted to trading on AIM, EDI will be re-registered as a private
limited company under the relevant provisions of the Companies Act
2006.
Furthermore, as and when Pearson receives acceptances under the
Offer in respect of, and/or otherwise acquires, 90 per cent. or
more in value of the EDI Shares to which the Offer relates (and not
less than 90 per cent. of the voting rights carried by EDI Shares),
Pearson currently intends to exercise its rights pursuant to the
provisions of sections 979 to 982 (inclusive) of the Companies Act
2006 to compulsorily acquire any remaining EDI Shares to which the
Offer relates on the same terms as the Offer.
EDI Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
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.
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 will be
published on Pearson's website. They 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
This announcement does not constitute, or form any part of, any
offer for, or any solicitation of any offer for, securities or the
solicitation of any vote for approval in any jurisdiction. The
Offer is made solely through the Offer Document and (in respect of
EDI Shares held in certificated form) the Form of Acceptance, which
together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or
other response to the Offer should be made on the basis of the
information contained in the Offer Document and (in respect of EDI
Shares held in certificated form) the Form of Acceptance. EDI
Shareholders are advised to read carefully the formal documentation
in relation to the Offer.
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.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure or prosecution if information concerning the
Offer is sent or made available to EDI Shareholders in that
jurisdiction ("Restricted Jurisdiction") and persons receiving this
announcement (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction.
The Offer is subject to the applicable rules and regulations of
the UK Listing Authority, the London Stock Exchange and the
Code.
Notice to US holders of EDI Shares
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other 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 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 passed upon the adequacy
or completeness of this document or the Offer Document. Any
representation to the contrary is a criminal offence.
The Offer is being made for the securities of a company
incorporated under the laws of England and Wales and the Offer
Document complies with disclosure requirements required by English
law and regulation, as well as English law and regulation format
and style, which may differ from US disclosure requirements, format
and style. The financial information on the Pearson Group and the
EDI Group included in the Offer Document has been prepared in
accordance with accounting principles applicable in the United
Kingdom and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States. The Offer is being 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 will be
subject to disclosure and other procedural requirements, including
with respect to 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 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, including, without limitation, the tax
consequences of 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.
To the extent permitted by applicable law and in accordance with
the Code, normal UK market practice and pursuant to Rule 14e-5 of
the Exchange Act, Pearson or its nominees or brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, EDI Shares other
than pursuant to the Offer and before or during the period in which
the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including
the Code and the rules of the London Stock Exchange plc, and Rule
14e-5 under the Exchange Act to the extent applicable. In addition,
in accordance with the Code, normal UK market practice and Rule
14e-5 of the Exchange Act, Citi serving as financial adviser and
corporate broker to Pearson may make purchases of, or arrangements
to purchase, EDI Shares other than pursuant to the Offer or engage
in trading activities involving EDI Shares and various related
derivative transactions in the normal and ordinary course of their
business. Any information about such purchases will be disclosed as
required in the UK, including being reported to a Regulatory
Information Service of the UK Listing Authority and made available
on the London Stock Exchange website, www.londonstockexchange.com.
This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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