TIDMPSON TIDMEDD
RNS Number : 7176C
Pearson PLC
10 March 2011
Form 8 (OPD) Education Development International plc
This disclosure replaces RNS No. 4249C which was released on 7th
March at 07:04. Details of the correction are mentioned below.
Form 8 (OPD)
Public Opening Position Disclosure By a Party to an offer
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
Further to the announcement issued by Pearson plc ("Pearson")
earlier today, the offer document and 2.5 announcement in respect
of the recommended offer by Pearson plc for Education Development
International plc ("EDI") overstated the shareholding of the
chairman of EDI, Richard Price, by 50,000 EDI shares. His actual
shareholding in EDI is 1,439,000 shares rather than 1,489,000
shares.
The irrevocable undertaking entered into by Richard Price as
stated in the Announcement and Offer Document is also restated as
being in respect of 1,439,000 EDI Shares.
Irrevocable undertakings to accept the Offer have been received
in respect of 17,091,460 EDI Shares, representing approximately
30.33 per cent. of the issued ordinary share capital of EDI.
This disclosure therefore corrects the details contained in
Pearson's Opening Position Disclosure dated 7 March 2011 in
relation to the number of shares held by Richard Price and subject
to his irrevocable undertaking.
1. Key Information
(a) Identity of the party to the offer making the Pearson
disclosure:
(b) Owner or controller of interests and short n/a
positions disclosed, if different from 1(a):
(c) Name of offeror/offeree in relation to whose EDI
relevant securities this form relates:
(d) Is the party to the offer making the Offeror
disclosure the offeror or the offeree?
(e) Date position held: 10 March 2011
(f) Has the party previously disclosed, or is it No
today disclosing, under the Code in respect of any
other party to this offer?
2. Positions of the party to the offer making the disclosure
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: 1p ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or - -
controlled:
(2) Derivatives (other than - -
options):
(3) Options and agreements to - -
purchase / sell:
TOTAL: - -
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription
right exists: N/A
Details, including nature of the rights concerned and relevant
percentages: N/A
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent
procured by any party to the offer making the disclosure or any
person acting in concert it (see Note 3 on Rule 2.11 of the
Code):
Directors' Irrevocable Undertakings
Pearson has received irrevocable undertakings from the directors
of EDI to accept the Offer (or procure that the offer be accepted)
in respect of their entire beneficial holdings of EDI Shares
(including the options referred to in the table below), amounting
in aggregate to 5,473,373 EDI Shares (such figure does not include
the options subject to the irrevocable undertakings), representing
approximately 9.71% per cent of EDI's existing issued share
capital. The directors who have given irrevocable undertakings are
as follows:
Percentage of Number of EDI
Number of EDI issued share shares under
Name Shares capital (%) option
Richard Price 1,439,000 2.55
Nigel Snook 3,216,437 5.71 1,908,160
Dr. Jenifer Moody 50,714 0.09 362,000
Barrie Clark 502,222 0.89
Sir Bryan
Nicholson 265,000 0.47
Paul Bird - - 508,160
Total 5,473,373 9.71% 2,778,320
The undertakings shall only lapse if the Offer Document has not
been published within 28 days of the date of this announcement (or
such later time as may be agreed between Pearson and EDI with the
consent of the Panel and the relevant director); or if the Offer,
lapses or is withdrawn.
Other EDI Shareholders irrevocable undertakings
Pearson has also received, and still holds, irrevocable
undertakings to accept the offer from certain other EDI
Shareholders in respect of their entire holdings of 11,618,087 EDI
Shares, representing approximately 20.61% per cent of EDI existing
issued share capital. The EDI Shareholders who have given
irrevocable undertakings are as follows:
Percentage of issued
Name Number of EDI Shares share capital (%)
J O Hambro
Capital
Management
Limited 5,342,787 9.48%
Hargreave
Hale Limited 2,500,000 4.44%
Wynford
Dore 3,775,300 6.70%
Total 11,618,087 20.61%
The undertakings shall only lapse if the Offer Document has not
been published within 28 days of the date of this announcement (or
such later time as may be agreed between Pearson and EDI with the
consent of the Panel and the relevant director); or if the Offer,
lapses or is withdrawn.
3. Positions of persons acting in concert with the party to the
offer making the disclosure
Details of any interests, short positions and rights to
subscribe of any person acting in concert with the party to the
offer making the disclosure:
None
It has not been practicable in the time available to have made
enquiries of persons who are deemed (for the purposes of the Code)
to be acting in concert with Pearson in order to include all
relevant details in respect of such persons in this Opening
Position Disclosure. If, after due enquiry of such persons, details
of any holdings of any person acting in concert with Pearson are
disclosed, a further Opening Position Disclosure containing all
relevant details, will be made available as soon as possible and in
any event before 12 noon on 21 March 2011 (being the day falling 10
business days after the announcement that first identified Pearson
as an offeror).
4. 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 deal or refrain from
dealing entered into by the party to the offer making the
disclosure or any person acting in concert with it:
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal
or informal, between the party to the offer making the disclosure,
or any person acting in concert with it, 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:
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Forms 8 (Open Positions) No
Supplemental Form 8 (SBL) No
Date of disclosure: 10 March 2011
Pearson
Luke Swanson
Simon Mays-Smith
Contact name: Charles Goldsmith
Telephone number: +44(0)20 7010 2310
Citi (Financial adviser and
corporate broker to Pearson) Philip
Robert-Tissot David James Sian
Contact name: Evans
Telephone number: +44 (0)20 7986 4000
Note that defined terms in this form have the same meaning as in
the announcement of Pearson's recommended cash offer for EDI on 7
March 2011.
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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