Announcement of share repurchase programme
Source: RNS21 January 2026
Pearson plc
Announcement of share repurchase programme
Pearson plc (the Company or Pearson) announces that it is to commence a £350 million share buyback programme (the Programme). The Company has entered into an engagement with Citigroup Global Markets Limited (the Bank) in connection with the first tranche of the Programme. The first tranche of the Programme will be in the sum of up to £175 million with trading to commence today, and is anticipated to end on or before 21 May 2026 (the Engagement Period).
The Company has entered into an engagement with the Bank under which it has issued a non-discretionary irrevocable instruction to the Bank to manage the first tranche of the Programme. The Bank will carry out the instruction through the acquisition of ordinary shares in the Company for repurchase by the Company. The Bank will make trading decisions in relation to the Company's ordinary shares repurchased under the first tranche of the Programme independently of, and uninfluenced by, the Company. Purchases may continue during any closed periods of the Company during the Engagement Period.
Any acquisitions of its ordinary shares by the Company will be effected within certain pre-set parameters set out in the Bank's engagement letter, and in accordance with the Company's AGM authority to repurchase ordinary shares (at the AGM on 2 May 2025, shareholders gave the Company authority to purchase a maximum of 66,657,551 ordinary shares), Chapter 9 of the Financial Conduct Authority's UK Listing Rules and the provisions of the Market Abuse Regulation 596/2014/EU (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018, as amended) and will be discontinued in the event that the Company ceases to have the necessary general authority to repurchase ordinary shares.
The Company intends to enter into arrangements to commence a second tranche of the Programme in the sum of up to £175 million in due course.
The sole purpose of the Programme is to reduce the capital of the Company. As such, the Company will cancel any ordinary shares purchased.
For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.
The Bank may undertake transactions in the Company's ordinary shares during the Engagement Period in order to manage its market exposure.
Pearson enters 2026 with momentum and confidence in delivering against market expectations and Medium Term Outlook. Market expectations are outlined on the Pearson website, with FY26 interest charge expected to increase due to the funding of the Programme.
Contacts
|
Investor Relations |
Alex Shore |
+44 (0) 7720 947 853 |
|
|
Steph Crinnegan |
+44 (0) 7780 555 351 |
|
|
Gemma Terry |
+44 (0) 7841 363 216 |
|
|
Brennan Matthews |
+1 (332) 238-8785 |
|
Media |
Laura Ewart |
+44 (0) 7798 846 805 |
Notes
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 statements, including a number of factors outside Pearson's control. These include international, national and local conditions, as well as competition. They also include other risks detailed from time to time in Pearson's publicly-filed documents and you are advised to read, in particular, the risk 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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.