Rns...17 Jun 2010 16:29
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 interest
Number of relevant securities
Percentage of Melorio issued share capital
Pearson
Shares owned
8,069,655
20.5 per 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 t
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