Second/Further Notice - Guaranteed Notes
Pearson plc
December 14, 2022
NOTICE IN RESPECT OF THE
$500,000,000 3.250% GUARANTEED NOTES DUE 2023 (THE "NOTES") (OF WHICH $94,176,000 IN PRINCIPAL AMOUNT ARE OUTSTANDING)
Rule 144A Notes:
Cusip No.: 70501VAA6, ISIN: 1 US70501VAA61, Common Code: 092818845
Regulation S Notes:
Cusip No.: G6964RAA2 ISIN: USG6964RAA26, Common Code: 092818861
OF
PEARSON FUNDING PLC (THE "ISSUER")
GUARANTEED BY PEARSON PLC
Notice was given on November 15, 2022 (the " First Notice ") that, pursuant to Section 6.2 of the Indenture, dated as of May 8, 2013 (the "Indenture"), by and among Pearson Funding plc, a public limited company incorporated under the laws of England and Wales (the "Company"), Pearson plc, as guarantor, and The Bank of New York Mellon, as Trustee, Paying Agent and Calculation Agent (the "Trustee") the Company's 3.250% Guaranteed Notes due 2023 (the "Notes"), of which $94,176,000 in principal amount are outstanding, will be redeemed by the Issuer in whole at a redemption price equal to (a) any accrued and unpaid interest to (but excluding) December 16, 2022 (the "Redemption Date") and Additional Amounts (as defined in the Indenture), if any, plus (b) the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) as determined by The Bank of New York Mellon, as Calculation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, not including any portion of such payment of interest accrued on the Redemption Date, from the Redemption Date to the maturity date, May 8, 2023, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture), plus 25 basis points (the "Redemption Price").
Unless otherwise defined in this notice, all words and expressions defined in the Indenture and the First Notice shall have the same meaning in this notice.
NOTICE IS HEREBY GIVEN THAT , for purposes of calculating the Redemption Price, the Treasury Rate shall be determined by reference to the following Comparable Treasury Issue: 1% Treasury securities maturing on 05/15/2023 - CUSIP 912828VB3.
The Redemption Price will be calculated on December 15, 2022, and payment of the Redemption Price will be made on the Redemption Date. Any interest thereon, if any, shall cease to accrue on and after such date.
For further information, please contact:
|
Trustee, Paying Agent and Calculation Agent: |
The Bank of New York Mellon |
|
Issuer: |
Pearson Funding plc |
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Guarantor: |
Pearson plc |
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