Form 8 (OPD) Melorio PLC

RNS Number : 2209M

Pearson PLC

19 May 2010

 

                                      SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.	KEY INFORMATION

Identity of person whose open positions are being disclosed:	Pearson plc
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Melorio plc

2.	OPTIONS AND DERIVATIVES

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
10p ordinary shares	Call option	Purchased	3,802,710	225	See below	See below

Schroders has granted to Pearson an option entitling Pearson to require Schroders to sell to Pearson any or all of the Melorio Shares held by it that are the subject of the irrevocable undertaking at the price per Melorio Share under the Offer at the time.  The option is exercisable from the time the Offer Document is posted until, inter alia, the Offer becomes or is declared unconditional in all respects or a third party announces an offer, or that it is considering making an offer, to acquire the entire issued and to be issued share capital of Melorio.

3.	AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

Melorio has outstanding 3,459,500 warrants to subscribe for Melorio Shares under the Melorio Warrants.  The Melorio Warrants comprise five distinct tranches of warrants, four of which (amounting in aggregate to 3,145,000 warrants to subscribe for Melorio Shares) are exercisable prior to 4 October 2014 and the fifth (amounting to 314,500 warrants to subscribe for Melorio Shares) is exercisable prior to 4 October 2012.  Pearson has agreed with each of Marwyn Value Investors L.P. and Singer Capital Markets Limited, the only holders of the Melorio Warrants, that it will purchase, and the holders will sell, the Melorio Warrants conditional only on the Acquisition becoming or being declared unconditional as to all respects (which condition may be waived by Pearson under certain circumstances).

Note that defined terms in this form have the same meaning as in the announcement of Pearson's recommended cash offer for Melorio on 19 May 2010.

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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