Recommended Cash Offer for Dorling Kindersley Holding plc - Unconditional in all Respects

Pearson announces that at 3.00p.m. on 9 May, 2000 valid acceptances of the Offer had been received in respect of 44,382,883 Dorling Kindersley Shares, representing 61.4 per cent. of Dorling Kindersley's issued share capital. This figure includes acceptances in respect of 22,132,600 Dorling Kindersley Shares, representing 30.6 per cent. of Dorling Kindersley's issued share capital, pursuant to the irrevocable undertakings to accept the Offer disclosed in Pearson's Offer Document dated 5 April, 2000 from those Directors of Dorling Kindersley who own Dorling Kindersley Shares and certain Related Trusts.

In addition, on 31 March, 2000, Pearson acquired, through Cazenove & Co., 21,590,000 Dorling Kindersley Shares representing 29.9 per cent. of Dorling Kindersley's issued share capital. Accordingly, Pearson now owns or has received valid acceptances in respect of a total of 65,972,883 Dorling Kindersley Shares, together representing 91.3 per cent. of Dorling Kindersley's issued share capital.

Pearson has declared the Offer unconditional in all respects. The Offer and the Loan Note Alternative will remain open for acceptance until further notice. It is Pearson's intention, subject to obtaining the consent of the UK Listing Authority and the London Stock Exchange respectively, to procure the cancellation of the listing of the Dorling Kindersley Shares on the Official List of the UK Listing Authority and the cancellation of trading in the Dorling Kindersley Shares on the London Stock Exchange's markets for listed securities with effect from 9 June, 2000 or as soon as practicable thereafter.

Save as disclosed above, neither Pearson, nor any of the directors of Pearson, nor, so far as Pearson is aware, any party acting in concert with Pearson, has acquired or agreed to acquire any Dorling Kindersley Shares since the commencement of the Offer Period and no acceptances have been received from any persons acting in concert with Pearson. Immediately prior to the commencement of the Offer Period, neither Pearson nor any party deemed to be acting in concert with Pearson held any Dorling Kindersley Shares.

Definitions used in the Offer Document dated 5 April, 2000 have the same meanings when used in this announcement, unless the context requires otherwise.

 

Notes

Lazard Brothers & Co., Limited, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Pearson plc and no one else in connection with the Offer and will not be responsible to anyone other than Pearson plc for providing the protections afforded to customers of Lazard Brothers & Co., Limited nor for giving advice in relation to the Offer.

Cazenove & Co., who are regulated by The Securities and Futures Authority Limited, are acting for Dorling Kindersley Holdings plc and as brokers to Pearson plc and no one else in connection with the Offer and will not be responsible to anyone other than Dorling Kindersley Holdings plc and Pearson plc for providing the protections afforded to customers of Cazenove & Co. nor for giving advice in relation to the Offer.

Greenhill & Co., which is regulated by the Securities and Futures Authority Limited, is acting for Dorling Kindersley Holdings plc and no one else in connection with the Offer and will not be responsible to anyone other than Dorling Kindersley Holdings plc for providing the protections afforded to customers of Greenhill & Co., nor for giving advice in relation to the Offer.

The Offer and the Loan Note Alternative will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan. Accordingly, the Offer and the Loan Note Alternative will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Except as required or permitted by applicable law, copies of this announcement and any other documents related to the Offer and the Loan Note Alternative are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute, send or otherwise forward them in, into or from the United States, Canada, Australia or Japan.

 

For further information

Pearson plc

 

John Fallon

 

+44 (0)20 7411 2310


john.fallon@pearson.com

Lazard

 

Marcus Agius

 

Peter Warner

 

Tel: 020 7588 2721