Last checked at 30 Mar 2022 09:20
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH
RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | Citigroup Global Markets Limited |
(b) Name of offeror/offeree in relation to whoserelevant securities this form relates:Use a separate form for each offeror/offeree | Pearson plc |
(c) Name of the party to the offer with which exemptprincipal trader is connected: | Pearson plc |
(d) Date dealing undertaken: | 29 March 2022 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received(GBP) | Lowest price per unit paid/received(GBP) |
25p ordinary | Purchase | 275,031 | 8.0050 | 7.8067 |
25p ordinary | Sale | 37,720 | 8.0050 | 7.8311 |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealinge.g. opening/closing along/short position,increasing/reducing along/short position | Number of reference securities | Price per unit(GBP) |
25p ordinary | TRS | Opening Short Position | 1,873 | 7.9381 |
25p ordinary | TRS | Increasing Short Position | 22,980 | 7.8439 |
25p ordinary | TRS | Increasing Short Position | 437 | 7.8067 |
25p ordinary | TRS | Increasing Short Position | 45,960 | 7.9140 |
25p ordinary | TRS | Increasing Short Position | 27,576 | 7.8499 |
25p ordinary | TRS | Opening Short Position | 4,192 | 7.9154 |
25p ordinary | TRS | Increasing Short Position | 157,831 | 7.8630 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing,selling,varying etc. | Number of securities towhich option relates | Exercise price per unit | Typee.g. American,European etc. | Expiry date | Option money paid/ received per unit |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number ofsecurities | Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealinge.g. subscription, conversion | Details | Price per unit(if applicable) |
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3. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,formal or informal, relating to relevant securities which may be an inducement to dealor refrain from dealing entered into by the exempt principal trader making thedisclosure and any party to the offer or any person acting in concert witha party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, betweenthe exempt principal trader making the disclosure and any other person relating to:(i) the voting rights of any relevant securities under any option; or(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none" |
None |
Date of disclosure: | 30 March 2022 |
Contact name: | Craig Watson |
Telephone number: | +44 (28) 9040-9605 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory InformationService and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.