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 July 2020
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
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer andto the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Pearson plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Silchester International Investors LLP | |||||
City and country of registered office (if applicable) | London, UK | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name | No individual shareholder holds more than 5% of voting rights. | |||||
City and country of registered office (if applicable) | Not applicable. | |||||
5. Date on which the threshold was crossed or reached vi | 1st July 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 2nd July 2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer vii | |||
Resulting situation on the date on which threshold was crossed or reached | 10.943% | Nil | 10.943% | 752,409,661 | ||
Position of previous notification (if applicable) | 11.073% | Nil | 11.073% |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB0006776081 | Nil | 82,336,188 | Nil | 10.943% | |||||
SUBTOTAL 8. A | 82,336,188 | 10.943% | |||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
N/A | N/A | N/A | N/A | N/A | |||||
SUBTOTAL 8. B 1 | N/A | N/A | |||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash settlement xii | Number of voting rights | % of voting rights | ||||
N/A | N/A | N/A | N/A | N/A | N/A | ||||
SUBTOTAL 8.B.2 | N/A | N/A |
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | X | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
N/A | ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | Silchester International Investors LLP | |||
The number and % of voting rights held | N/A | |||
The date until which the voting rights will be held | N/A | |||
11. Additional information xvi | ||||
Silchester International Investors LLP ("Silchester") acts as investment manager for certain commingled funds (our "Clients"). In acting for our Clients, Silchester is given full discretion over their investments and is empowered to vote on their behalf. However, we do not act as our Clients' custodian and therefore shares are not held in our name but in the name of each Client's custodian bank. The change in Silchester's holdings was due to a series of transactions over a series of different trading days. |
Place of completion | London, UK |
Date of completion | 2nd July 2020 |
Natalie White
Deputy Company Secretary
Pearson plc
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.
PEARSON plc | |
Date: 2nd July 2020 | |
By: /s/ NATALIE WHITE | |
------------------------------------ | |
Natalie White | |
Deputy Company Secretary |