TIDMPSON TIDMEDD
RNS Number : 0607G
Pearson PLC
05 May 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO.
For immediate release 5 May 2011
RECOMMENDED CASH OFFER BY PEARSON PLC FOR EDUCATION DEVELOPMENT
INTERNATIONAL PLC
ANNOUNCEMENT OF EXTENSION OF OFFER TIMETABLE
Introduction
On 7 March 2011, the board of directors of Pearson plc
("Pearson") and Education Development International plc ("EDI")
announced the terms of a recommended cash offer (the "Offer") for
the entire issued and to be issued ordinary share capital of EDI to
be made by Pearson. The full terms and conditions of the Offer and
the procedures for acceptance were set out in the offer document
issued by Pearson on 7 March 2011 (the "Offer Document").
Extension of Offer Timetable
The Offer remains subject to certain Conditions, including that
relating to the Office of Fair Trading issuing a decision (such
decision issued by way of a public announcement, a "Decision"), in
terms satisfactory to Pearson, that it is not its intention to
refer the proposed acquisition of EDI by Pearson or any matter
arising therefrom to the Competition Commission, as set out in Part
A of Appendix I of the Offer Document.
In order to allow for the Office of Fair Trading to complete its
review of the proposed acquisition, the latest time at which the
Offer may become or be declared unconditional as to acceptances in
accordance with the Takeover Code ("Day 60") is being extended with
the consent of EDI and the Panel.
The extension of the timetable will have the effect that, unless
extended further by agreement among Pearson, EDI and the Panel, Day
60 will be deemed to be (i) in the case of a Decision which is not
subject to any undertakings, the seventh day after the date of such
a Decision; (ii) in the case of a Decision in which the OFT
indicates that it is considering whether to accept undertakings
from Pearson in lieu of a reference to the Competition Commission,
the seventh day after the date of a Decision that any such
undertakings have been accepted by the Office of Fair Trading; or
(iii) if earlier, 10 June 2011.
Pearson will confirm the new Day 60 by an announcement to be
made as soon as practicable after the receipt of the Decision
referred to above, in order to give EDI Shareholders as much
advance notice as possible of the revised Day 60.
Terms used in this announcement have the same meaning given to
them in the Offer Document.
A copy of this announcement and the Offer Document will be
published on Pearson's website. They can be viewed at
http://www.pearson.com.
Enquiries
Pearson plc
Luke Swanson
Simon Mays-Smith
Charles Goldsmith +44 (0)20 7010 2310
Citi
Philip Robert-Tissot
David James
Sian Evans +44 (0) 20 7986 4000
This announcement does not constitute, or form any part of, any
offer for, or any solicitation of any offer for, securities or the
solicitation of any vote for approval in any jurisdiction. The
Offer will be made solely through the Offer Document and (in
respect of EDI Shares held in certificated form) the Form of
Acceptance, which will together contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made
on the basis of the information contained in the Offer Document and
(in respect of EDI Shares held in certificated form) the Form of
Acceptance. EDI Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been
despatched.
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Pearson
and no one else in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Pearson for providing the protections afforded to clients of Citi
nor for providing advice in relation to these matters, the content
of this announcement or any matter referred to herein.
The distribution of this announcement in jurisdictions other
than the UK may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure or prosecution if information concerning the
Offer is sent or made available to EDI Shareholders in that
jurisdiction ("Restricted Jurisdiction") and persons receiving this
announcement (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction.
The Offer will be subject to the applicable rules and
regulations of the UK Listing Authority, the London Stock Exchange
and the Code.
Notice to US holders of EDI Shares
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the securities laws of such other
country, as the case may be, or (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any other US state securities commission
has approved or disapproved the Offer or passed upon the adequacy
or completeness of this document or the Offer Document. Any
representation to the contrary is a criminal offence.
The Offer is being made for the securities of a company
incorporated under the laws of England and Wales and the Offer
Document complies with disclosure requirements required by English
law and regulation, as well as English law and regulation format
and style, which may differ from US disclosure requirements, format
and style. The financial information on the Pearson Group and the
EDI Group included in the Offer Document has been prepared in
accordance with accounting principles applicable in the United
Kingdom and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States. The Offer is being made in the United States
pursuant to an exemption from the US tender offer rules provided by
Rule 14d-1(c) of the Exchange Act and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a US holder of EDI
Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local laws, as well as
foreign and other tax laws. Each holder of EDI Shares is urged to
consult his independent financial adviser immediately regarding any
acceptance of the Offer, including, without limitation, the tax
consequences of any acceptance of the Offer.
Both Pearson and EDI are incorporated under the laws of England
and Wales and some or all of the officers and directors of Pearson
and EDI may be residents of non-US jurisdictions. As a result, it
may be difficult for US holders of EDI Shares to enforce their
rights or any claim arising out of the US federal securities laws.
US holders of EDI Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment or jurisdiction.
To the extent permitted by applicable law and in accordance with
the Code, normal UK market practice and pursuant to Rule 14e-5 of
the Exchange Act, Pearson or its nominees or brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, EDI Shares other
than pursuant to the Offer and before or during the period in which
the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including
the Code and the rules of the London Stock Exchange plc, and Rule
14e-5 under the Exchange Act to the extent applicable. In addition,
in accordance with the Code, normal UK market practice and Rule
14e-5 of the Exchange Act, Citi serving as financial adviser and
corporate broker to Pearson may make purchases of, or arrangements
to purchase, EDI Shares other than pursuant to the Offer or engage
in trading activities involving EDI Shares and various related
derivative transactions in the normal and ordinary course of their
business. Any information about such purchases will be disclosed as
required in the UK, including being reported to a Regulatory
Information Service of the UK Listing Authority and
made available on the London Stock Exchange website,
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of anoffereecompany
or of any paper offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any paper offeror is
first identified. An Opening Position Disclosure must contain
details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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