Pearson plc announced on Monday 31 July 2000 that it intended to finance its £1.7 billion tender offer for National Computer Systems, Inc. (NCS) through a 3 for 11 rights issue at £10 per share. Pearson has been keen to ensure that shareholders in the United States can participate in the rights issue. Accordingly, Pearson expects today to file a registration statement, in connection with the rights issue, with the United States Securities & Exchange Commission. To keep the offerings in both jurisdictions on the same timetable, documents will be posted in the UK and the US on Wednesday 9th August. Shareholders on the register on the record date (28 July) will also receive a Provisional Allotment Letter, setting out their entitlements and the required procedure for acceptance. Dealings in the nil paid rights will commence on the London Stock Exchange at 8am on Thursday 10th August 2000. Shareholders will have until 3:00pm on 1st September 2000 to accept and pay for their rights under the terms of the rights issue.
Goldman Sachs International, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, has approved the contents of this announcement solely for the purposes of Section 57 of the Financial Services Act 1986.
Goldman Sachs International is acting exclusively for Pearson and no-one else in connection with the proposed acquisition of NCS and the rights issue and will not be responsible to anyone other than Pearson for providing the protections afforded to customers of Goldman Sachs International or for providing advice in relation to the proposed acquisition of NCS and the rights issue.
Cazenove & Co., who are regulated in the United Kingdom by the Securities and Futures Authority Limited, are acting for Pearson and no-one else in connection with the rights issue and will not be responsible to anyone other than Pearson for providing the protections afforded to customers of Cazenove & Co. or for providing advice in relation to the rights issue.
THIS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE IN THE UNITED STATES. THE OFFERING WILL BE MADE IN THE UNITED STATES AS PART OF A SEPARATE PROSPECTUS WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT PEARSON AND ITS MANAGEMENT AND WILL CONTAIN PEARSON'S FINANCIAL STATEMENTS.
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