TIDMPSON TIDMMLO
RNS Number : 8163N
Pearson PLC
17 June 2010
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
OFFER UPDATE
Pearson plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
17 June 2010
Recommended cash offer
by
Pearson plc
for
Melorio plc
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
On 21 May 2010, Pearson plc ("Pearson") made an offer (the "Offer") for the
entire issued and to be issued ordinary share capital of Melorio plc
("Melorio").
Pearson announces that all of the conditions of the Offer have been satisfied or
waived and the Offer is now declared unconditional in all respects.
Pearson announces that, as at 1.00 p.m. on 17 June 2010, valid acceptances had
been received in respect of a total of 23,868,155 Melorio Shares, representing
approximately 60.5 per cent. of the issued share capital of Melorio. This total
includes acceptances received in respect of 15,878,385 Melorio Shares
(representing approximately 40.3 per cent. of the issued share capital of
Melorio) which were subject to irrevocable commitments procured by Pearson.
As at 1.00 p.m. on 17 June 2010, Pearson had interests in or rights to subscribe
for Melorio relevant securities (or short positions in respect of Melorio
relevant securities) as follows:
+-----------+-----------+------------+------------+
| Name | Nature of | Number of | Percentage |
| | interest | relevant | of Melorio |
| | | securities | issued |
| | | | share |
| | | | capital |
+-----------+-----------+------------+------------+
| Pearson | Shares | 8,069,655 | 20.5 per |
| | owned | | cent. |
+-----------+-----------+------------+------------+
As at 1.00 p.m. on 17 June 2010, there were no Melorio Shares in respect of
which Pearson had outstanding irrevocable commitments or letters of intent.
As at 1.00 p.m. on 17 June 2010, Pearson may count 31,937,810 Melorio Shares
(representing 81.0 per cent. of the issued share capital of Melorio) towards
satisfaction of the acceptance condition to its Offer (which Pearson declares is
now satisfied).
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.
Melorio Shareholders who have not already accepted the Offer are urged to do so
as soon as possible by completing and returning their forms of acceptance.
The consideration due to accepting Melorio Shareholders is expected to be
despatched either on or before 1 July 2010, in respect of acceptances complete
in all respects and received not later than 1.00 p.m. on 17 June 2010, or within
14 days of the date of receipt of further acceptances which are valid and
complete in all respects.
As anticipated in the Offer Document dated 21 May 2010, as and when Pearson has
received valid acceptances of the Offer in respect of or otherwise acquired 90
per cent. or more in value (which together carry not less than 90 per cent. of
the voting rights) of the Melorio Shares to which the Offer relates, Pearson
will seek to acquire compulsorily the Melorio Shares for which it has not
received valid acceptances of the Offer or otherwise acquired, in each case
pursuant to Chapter 3 of Part 28 of the Companies Act 2006.
As Pearson has attained the required 75 per cent. of the voting rights attaching
to the Melorio Shares, Pearson is taking steps to procure the cancellation of
admission to trading on AIM of the Melorio Shares. It is anticipated that
cancellation of listing and trading will take effect no earlier than 19 July
2010
Terms defined in the Offer Document dated 21 May 2010 have the same meaning in
this announcement.
Enquiries
+--------------------------------+---------------+
| Pearson plc | +44 (0)20 |
| | 7010 2310 |
+--------------------------------+---------------+
| Luke Swanson | |
+--------------------------------+---------------+
| Simon Mays-Smith | |
+--------------------------------+---------------+
| Charles Goldsmith | |
+--------------------------------+---------------+
| | |
+--------------------------------+---------------+
| Lazard & Co., Limited | +44 (0)20 |
| (Financial Adviser to Pearson) | 7187 2000 |
+--------------------------------+---------------+
| Nicholas Shott | |
+--------------------------------+---------------+
| Giles Roshier | |
+--------------------------------+---------------+
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities in any jurisdiction in which such an offer or
solicitation would be unlawful.
The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions. Such persons should inform
themselves and observe any applicable requirements of those jurisdictions. Any
failure to comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
Lazard, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Pearson and no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Pearson for providing the protections offered to clients of Lazard nor for
providing advice in relation to the Acquisition.
This information is provided by RNS
The company news service from the London Stock Exchange
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