97% Take Up Of Pearson Rights Issue

Pearson plc, the international media company, has received valid acceptances in respect of 165,542,398 new Pearson shares (over 97% of the total number of new shares to be issued) of the 170,528,278 shares being issued through its 3 for 11 rights issue at £10 per share. The rights issue, which is financing the proposed acquisition of National Computer Systems, Inc. (NCS) closed at 3.00 p.m. on Friday, 1 September, 2000.

The 4,985,880 new Pearson shares, for which valid acceptances were not received, have been sold today at a price of £20.30 per share. The net proceeds of the sale of these shares, after deduction of the rights issue price of £10 per new Pearson share and relevant costs, will be paid to shareholders who have not taken up their entitlements, pro rata to their lapsed provisional allotments. As a result of the sale of these shares, the sub-underwriters will not be required to subscribe for any new Pearson shares.

Commenting on the take up, John Makinson, Pearson's finance director, said:

"This rights issue enables us to complete the acquisition of NCS and strengthen our balance sheet for the future. We are delighted to have received such strong support for the rights issue from our shareholders."

On Monday 31 July, Pearson announced that it planned to acquire NCS for $2.5 billion, through a cash tender offer, to create a world leading integrated education company. The first closing date for the cash tender offer is 7 September, 2000.

The rights issue was underwritten by Goldman Sachs International and Cazenove & Co.


The latest time and date for splitting fully paid shares is 3.00 pm on 14 September, 2000 and the latest time and date for registration of renunciation is 3.00 pm on 18 September, 2000. It is expected that definitive share certificates for new Pearson shares will be despatched by 2 October, 2000.

The contents of this announcement have been approved by Cazenove & Co which is regulated in the UK by The Securities and Futures Authority Limited, for the purposes of Section 57 of the Financial Services Act 1986.

Cazenove & Co is acting solely 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.

Words or phrases defined in the prospectus dated 9 August 2000 shall have the same meaning in this press release unless the context requires otherwise. The contents of this press release do not constitute an offer or invitation to acquire shares in Pearson. Any decision as to whether or not to acquire shares should be made solely on the basis of information contained in the prospectus.

Not for release, publication or distribution in or into Canada, France, The Netherlands, South Africa or the Republic of Ireland.

For further information

Pearson plc


John Fallon


+44 (0)20 7411 2310