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 March 2023
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
Pearson Announces Sale of International Online Program Management
Business, Pearson Online Learning Services
LONDON, 21 March 2023: In August 2022, Pearson plc, the world's
leading learning company, announced a strategic review of its
international Online Program Management ('OPM') business, Pearson
Online Learning Services ('POLS').
Today, Pearson announces that it has agreed to sell POLS to Regent,
a global private equity firm focused on acquiring businesses and
deploying its strategic and operational expertise to fuel growth
and innovation. The sale of this business concludes the strategic
review and demonstrates further progress in reshaping Pearson's
portfolio towards future growth opportunities centered around
lifelong learning.
The consideration to be received by Pearson is deferred and
comprises:
●
Each
year, for a period of 6-years from completion of the transaction,
27.5% of POLS positive Adjusted EBITDA in each calendar year
(pro-rated where only a portion of a calendar year falls within the
period). Pearson will not share in any loss making
periods;
●
A
further contingent payment equal to 27.5% of the proceeds received
by Regent in relation to any monetisation event of POLS following
completion of the transaction1.
When received, the proceeds of this transaction will be used for
general corporate purposes within Pearson's capital allocation
framework.
The POLS business had gross assets of £113m and net assets of
£78m as at 31 December 20222.
The business, which excludes Pearson's contract with ASU, generated
£155m of revenue and £26m of adjusted operating losses in
2022 with around £5m of stranded costs, which have now been
eliminated. Statutory losses before tax, which include
restructuring, intangible and finance charges, were £52m in
2022. The impact of the sale on Pearson's 2023 adjusted operating
profit will be dependent upon the timing of transaction completion
but is likely to be immaterial.
Morgan Stanley acted as financial adviser and Freshfields Bruckhaus
Deringer acted as legal adviser to Pearson on this
transaction.
---ENDS---
Notes
The disposal constitutes a Class 2 transaction for the purposes of
the Listing Rules
(1) The aggregate consideration receivable has been capped at
24.99% of Pearson's market capitalisation as at 20 March 2023 and,
accordingly, the transaction does not require approval of Pearson
shareholders
(2) Gross asset value and net asset value figures for POLS are
unaudited as at 31 December 2022
Contacts:
Investor Relations Jo
Russell +44 (0) 7785 451 266 / James Caddy +44 (0) 7825 948 218 /
Gemma Terry +44 (0) 7841 363 216
Teneo Charlie
Armitstead +44 (0) 7703 330 269
About Pearson
At Pearson, our purpose is simple: to add life to a lifetime of
learning. We believe that every learning opportunity is a chance
for a personal breakthrough. That's why our c.20,000 Pearson
employees are committed to creating vibrant and enriching learning
experiences designed for real-life impact. We are the world's
leading learning company, serving customers in most countries and
territories around the world with digital content, assessments,
qualifications, and data. For us, learning isn't just what we do.
It's who we are. Visit us at pearsonplc.com
About Regent
Regent is a global private equity firm focused on acquiring
businesses and deploying its strategic and operational expertise to
fuel growth and innovation. Since its inception, Regent has
acquired businesses from leading Fortune 500 and large-cap
companies including Caterpillar, Arcelor Mittal, eBay, Ralph
Lauren, Hanes Brands, Tegna, L Brands and Hain Celestial among
others. Regent's portfolio includes companies in the media,
technology, industrial and retail sectors across Europe, Asia and
the Americas. More information is available at www.regentlp.com.
Forward looking statements: Except
for the historical information contained herein, the matters
discussed in this statement include forward-looking statements. In
particular, all statements that express forecasts, expectations and
projections with respect to future matters, including trends in
results of operations, margins, growth rates, overall market
trends, the impact of interest or exchange rates, the availability
of financing, anticipated cost savings and synergies and the
execution of Pearson's strategy, are forward-looking statements. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that will occur in future. They are based on numerous
assumptions regarding Pearson's present and future business
strategies and the environment in which it will operate in the
future. There are a number of factors which could cause actual
results and developments to differ materially from those expressed
or implied by these forward-looking factors set out in Pearson's
latest annual report and accounts, which can be found on its
website (www.pearsonplc.com).
Any forward-looking statements speak only as of the date they are
made, and Pearson gives no undertaking to update forward-looking
statements to reflect any changes in its expectations with regard
thereto or any changes to events, conditions or circumstances on
which any such statement is based. Readers are cautioned not to
place undue reliance on such forward-looking
statements.
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.
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PEARSON
plc
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Date: 21
March 2023
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By: /s/
NATALIE WHITE
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------------------------------------
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Natalie
White
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Deputy
Company Secretary
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