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 April
2026
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 plc
23 April 2026
Issuance of Medium Term Notes
Pearson plc ("Pearson") announces that its subsidiary, Pearson
Funding plc, has today priced an issuance
of £350,000,000 6.375 per
cent. Guaranteed Notes due 2036 (the "Notes") under its £3
billion Euro Medium Term Note Programme, guaranteed by Pearson. The
Notes will be admitted to trading on the International Securities
Market of the London Stock Exchange. Settlement of the Notes
issuance is expected on 28 April 2026.
Pearson intends to apply the net proceeds of the Notes for general
corporate purposes.
Barclays Bank PLC, HSBC Bank plc and Merrill Lynch International
are Active Bookrunners.
Contacts:
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Investor Relations
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Alex Shore
Steph Crinnegan
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+44 (0) 7720 947 853
+44 (0) 7780 555 351
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Brennan Matthews
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+1 (332) 238-8785
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Media
Edelman Smithfield
Pearson
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Latika Shah
Laura Ewart
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+44 (0) 7950 671 948
+44 (0) 7798 846 805
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Disclaimers: The
distribution of this announcement and other information in
connection with any offer in certain jurisdictions may be
restricted by law and persons who come into possession of this
announcement or any document or other information referred to
herein should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any
jurisdiction.
This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase
any securities in any jurisdiction. Any securities referred to
herein will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Subject to certain
exceptions, such securities may not be offered, sold or delivered
within the United States or to, or for the account or benefit of,
U.S. persons.
This announcement is only intended for, and must only be used by or
made available to, persons in member states of the European
Economic Area ("EEA") who are "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified
Investors"), and persons in the United Kingdom (the "UK") who are
(i) "professional clients", as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended;
and/or (ii) "qualified investors" as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024.
In addition, in the UK, this announcement is being made available
only to, and is directed only at, persons (i) who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") and
qualified investors falling within Article 49 of the Order, and
(ii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). This
announcement must not be acted on or relied on (i) in the UK, by
persons who are not relevant persons, and (ii) in any member state
of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is available only to (i) in the UK, relevant persons, and
(ii) in any member state of the EEA, Qualified Investors, and will
be engaged in only with such persons.
The manufacturer target market for the purpose of UK MiFIR product
governance is eligible counterparties and professional clients only
(all distribution channels). No EU PRIIPs key information document
(KID) or UK DISC disclosure document has been prepared as the Notes
are not available to retail in EEA or UK.
FCA/ICMA stabilisation applies.
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: 23
April
2026
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By: /s/
CHRISTIE WOLSTENCROFT
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Christie
Wolstencroft
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Senior
Assistant Company Secretary
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