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 June 2017
 
 
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: NOTIFICATION OF MAJOR INTEREST IN SHARES i
 
 
 
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached : ii
 
Pearson PLC
 
2 Reason for the notification (please tick the appropriate box or boxes):
 
An acquisition or disposal of voting rights
 
X
 
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
 
 
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
 
 
An event changing the breakdown of voting rights
 
 
Other (please specify):
 
Type 1 disclosure as per the Transparency Directive II Regulation
 
X
 
3. Full name of person(s) subject to thenotification obligation: iii
 
Schroders plc
 
4. Full name of shareholder(s) (if different from 3.): iv
 
Schroder Investment Management Limited
 
5. Date of the transaction and date onwhich the threshold is crossed orreached: v
 
12.06.17
 
6. Date on which issuer notified:
 
13.06.17
 
7. Threshold(s) that is/are crossed orreached: vi, vii
 
From 11%-12%
 
 
8. Notified details:
 
A: Voting rights attached to shares viii, ix
 
Class/type ofshares
if possible usingthe ISIN CODE
 
Situation previousto the triggeringtransaction
 
Resulting situation after the triggering transaction
 
NumberofShares
 
NumberofVotingRights
 
Numberof shares
 
Number of votingrights
 
% of voting rights x
 
Direct
 
Direct xi
 
Indirect xii
 
Direct
 
Indirect
 
GB0006776081
 
97,022,937
 
96,072,463
 
99,729,596
 
N/A
 
98,753,346
 
N/A
 
12.005%
 
 
B: Qualifying Financial Instruments
 
Resulting situation after the triggering transaction
 
Type of financialinstrument
 
Expirationdate xiii
 
Exercise/Conversion Period xiv
 
Number of votingrights that may beacquired if theinstrument isexercised/ converted.
 
% of votingrights
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
 
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
 
Resulting situation after the triggering transaction
 
Type of financialinstrument
 
Exercise price
 
Expiration date xvii
 
Exercise/Conversion period xviii
 
Number of voting rights instrument refers to
 
% of voting rights xix, xx
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
Nominal
 
Delta
 
N/A
 
N/A
 
 
Total (A+B+C)
 
Number of voting rights
 
Percentage of voting rights
 
98,753,346
 
12.005%
 
 
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi
 
Schroder Investment Management Limited 98,753,346                                                                                                                         12.005%
 
 
Proxy Voting:
 
10. Name of the proxy holder:
 
 
11. Number of voting rights proxy holder will cease to hold:
 
 
12. Date on which proxy holder will cease to hold voting rights:
 
 
 
13. Additional information:
 
This disclosure is being made due to the legal entity position crossing above the 12% threshold. The position for Schroders plc remains as per the disclosure made 04.04.17.
The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issued share capital amount 822,586,857.
 
14. Contact name:
 
Chloe Talbot
 
15. Contact telephone number:
 
+44 207 658 6000
 
 
Natalie White
Deputy Company Secretary
Pearson plc
 
14 June 2017
 
 
 
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: 14 June 2017
 
 
By: /s/ NATALIE DALE
 
 
 
------------------------------------
 
Natalie Dale
 
Deputy Company Secretary
 
 
 
 
 
 
 
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