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Account No. Allotment No.
HOLDERS OF PEARSON/RIGHTS ISSUE ORDINARY SHARES SHOULD CAREFULLY READ THE
PROSPECTUS RELATING TO PEARSON PLC DATED 9 AUGUST 2000 (THE "PROSPECTUS") BEFORE
DECIDING WHETHER TO TAKE UP THEIR RIGHTS
IMPORTANT--THIS DOCUMENT IS OF VALUE, AND IS NEGOTIABLE. IF YOU ARE IN ANY DOUBT
AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL
ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES
ACT 1986. SAVE WHERE THE CONTEXT OTHERWISE REQUIRES, TERMS DEFINED IN THE
PROSPECTUS HAVE THE SAME MEANING IN THIS LETTER.
If you have sold or transferred all your Pearson Shares (other than ex-rights),
you should forward this document, having completed the Form of Renunciation
(Form X) overleaf, together with the Prospectus, at once to the purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for transmission to the purchaser or transferee (subject
to the restrictions set out in paragraph 4 below). If you have sold or
transferred only part of your holding of Ordinary Shares (other than ex-rights),
please contact immediately the stockbroker, bank or agent through whom the sale
or transfer was effected immediately. Application has been made to the UK
Listing Authority and to the London Stock Exchange for the Pearson Shares to be
admitted to the Official List and to trading on the London Stock Exchange
("Admission"). It is expected that Pearson Admission will become effective and
that dealings in the Pearson Shares, nil paid, will commence on 10 August 2000.
If admission has not become effective by 8:30 a.m. on 10 August 2000 or such
later time and/or date as Pearson may decide, this document shall cease to be of
any value and thereafter shall have no effect. Copies of the Prospectus prepared
in accordance with the Listing Rules made under section 142 of the Financial
Services Act 1986 as amended have been delivered to the Registrar of Companies
in England and Wales for registration as required by section 149 of the
Financial Services Act 1986 (as amended). Further copies of the Prospectus can
be obtained from or inspected at the registered office of Pearson, 3 Burlington
Gardens, London W1X 1LE and at the offices of Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex BN99 6DA. The new Pearson Shares and the
Provisional Allotment Letters do not qualify for distribution under any of the
relevant securities laws of Canada, France, the Netherlands, South Africa or the
Republic of Ireland. Subject to certain exceptions, neither the Pearson Shares
nor the Provisional Allotment Letters may be directly or indirectly taken up,
offered for subscription or purchased, sold, renounced, transferred or
delivered, in or into Canada, France, the Netherlands, South Africa or the
Republic of Ireland.
PROVISIONAL ALLOTMENT LETTER
PEARSON PLC
(Registered in England and Wales with registered number 53723)
3 for 11 Rights Issue of up to 170,528,278 Pearson Shares at L10.00 per Pearson
Share payable in full on acceptance not later than 3.00 pm on 1 September 2000
THIS ENTIRE DOCUMENT MUST BE PRESENTED WHEN PAYMENT IS MADE
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By post or by hand to Lloyds TSB Registrars,
The Causeway, Worthing, West Sussex
BN99 6DA
Telephone: (0870) 6000632
----------------------------
Latest time and date for:
Acceptance and payment in full (see Box 3) 3.00 pm on 1 September 2000
Registration of renunciation 3.00 pm on 1 September 2000
Expected despatch of share certificates by 2 October 2000
By hand only (other than for splitting which may be by post or by hand) to
Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL
Telephone: (020)7 248 9822
----------------------------
Latest time and date for:
Splitting, nil paid, by post or by hand 3:00 pm on 30 August 2000
Acceptance and payment in full
by hand only (see Box 3) 3:00 pm on 1 September 2000
Splitting, fully paid, by post or by hand 3:00 pm on 14 September 2000
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Box 1 Box 2 Box 3
Holding of Pearson Shares Number of new Pearson Shares Amount payable (on the basis of L10.00 per
at close of business on 28 July 2000 provisionally allotted to you new Pearson Share) on acceptance of the new
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DEAR SIR OR MADAM,
1. PROVISIONAL ALLOTMENT--Subject to and in accordance with the terms of
the Prospectus and this Provisional Allotment Letter, subject to the
memorandum and articles of association of the Company and Admission becoming
effective by 8.30 a.m. on 10 August 2000 (or such later time and/or date as
Pearson may decide), you have been provisionally allotted the number of new
Pearson Shares (comprising your entitlement under the Rights Issue) set out
in Box 2 above. You have the right to subscribe for those new Pearson Shares
at a price of L10.00 per share payable in full on acceptance not later than
3.00 pm on 1 September 2000. New Pearson Shares have been provisionally
allotted to holders of Pearson Shares on the basis of 3 new Pearson Shares
for every 11 Pearson Shares held at the close of business on 28 July 2000 and
so in proportion for any other number of Pearson Shares then held.
Entitlements to new Pearson Shares have been rounded down to the nearest
whole number. Fractional entitlements have not been allotted but will be
aggregated and sold in the market for the benefit of the relevant Qualifying
Shareholders if a premium over the expenses of sale can be obtained.
2. DIVIDEND RIGHTS--The new Pearson Shares will, when issued and fully paid,
rank PARI PASSU in all respects with the existing issued Pearson Shares,
including the right to receive in full all dividends and other distributions
thereafter declared, paid or made on the Pearson Shares other than the interim
dividend of 9.2p per Pearson Share in respect of the year ending 31 December
2000.
3. ACCEPTANCE AND PAYMENT--If you wish to take up the new Pearson Shares
provisionally allotted to you in full, you should send this Provisional
Allotment Letter, accompanied by a remittance in pounds sterling for the full
amount payable on acceptance as shown in Box 3 above, either by post or by hand
(if delivered by hand it must be delivered during normal business hours being
Monday to Friday inclusive, between 9.00 a.m. and 5.00 p.m.) so as to reach
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA, or by hand
ONLY to Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL
(during normal business hours) not later than 3.00 p.m. on 1 September 2000. A
first class reply-paid envelope is enclosed for the purpose of sending this
Provisional Allotment Letter by post in the United Kingdom. This Provisional
Allotment Letter will then be returned to the person lodging it duly receipted.
Payment of the amount set out in Box 3 above will constitute acceptance of the
provisional allotment upon the terms of the Prospectus and this Provisional
Allotment Letter and subject to the memorandum and articles of association of
the Company. Cheques and banker's drafts must be drawn on a bank or a building
society in the United Kingdom which is either a settlement member of the Cheque
and Credit Clearing Company Limited, or the CHAPS Clearing Company Limited or a
member of either of the committees of the Scottish or Belfast Clearing Houses or
which has arranged for its cheques and banker's drafts to be cleared through the
facilities provided by either of those companies or committees, and must bear
the appropriate sorting code in the top right hand corner. Cheques and banker's
drafts for the full amount payable should be made payable to "Lloyds TSB Bank
plc-A/C Pearson plc" and crossed "A/C Payee Only". No interest will be paid on
payments made before they are due. Return of the Provisional Allotment Letter
with the appropriate remittance in the form of a cheque will constitute a
warranty that the cheque (which the Company reserves the right to have presented
on receipt) will be honoured on first presentation. The Company may elect to
treat as invalid any acceptance in respect of which a remittance is notified to
it or its agent as not having been so honoured. The Company also reserves the
right to have cheques and banker's drafts presented for payment on receipt and
to instruct Lloyds TSB Registrars to seek special clearance of cheques to allow
the Company to obtain full value for all remittances at the earliest
opportunity.
The Company may, at its sole discretion, treat a Provisional Allotment
Letter as valid and binding on the person(s) by whom, or on whose behalf, it is
lodged even if it is not completed or lodged in accordance with the relevant
instructions or not accompanied by a valid power of attorney, where required.
The Company reserves the right (but shall not be obliged) to treat as valid
acceptances in respect of which remittances are received prior to 3.00 p.m. on
1 September 2000 from an authorised person (as defined in the Financial Service
Act 1986) specifying the Pearson Shares concerned and undertaking to lodge the
relevant Provisional Allotment Letters duly completed in due course.
Subject to the provisions of this letter and the Prospectus, if payment in
full is not received (whether from the original allottee or any person in whose
favour the rights have been renounced) by 3.00 p.m. on 1 September 2000, the
provisional allotment will be deemed to have been declined and will lapse.
You may accept all or any of the new Pearson Shares offered to you or
dispose of your rights to all or any of them, nil paid. If you wish to accept
only part of your allotment, you should apply for split Provisional Allotment
Letters in accordance with the instructions overleaf.
If the amount payable on acceptance of the new Pearson Shares taken by an
allottee or any person in whose favour the rights have been renounced, nil paid,
exceeds L9,590 (the equivalent of (15,000)) the verification of identity
requirements of the Money Laundering Regulations 1993, as amended (the
"Regulations") may apply and verification of the identity of such person may be
required. A failure to provide the necessary evidence of your identity within a
reasonable time may result in an acceptance being treated as invalid or delay
the despatch of a receipted Provisional Allotment Letter or definitive share
certificate. Your attention is drawn to paragraph 2(b) of Part 3 of the
Prospectus. Submission of a Provisional Allotment Letter constitutes a warranty
by you that the Regulations will not be breached by the acceptance of the
remittance and an undertaking to the Company from you to provide verification of
identity reasonably satisfactory to Lloyds TSB Registrars, if so requested. If
satisfactory evidence has not been obtained within a reasonable time, but in any
event by not later than 3.00 p.m. on 1 September 2000, then the Company may (at
its absolute discretion) elect to treat the Provisional Allotment Letter as
invalid, in which event the Provisional Allotment Letter will be deemed to have
been declined and will lapse. Such termination will be without prejudice to the
right of the Company to take proceedings to recover any loss suffered by it as a
result of the failure to provide satisfactory evidence. In such event the
application monies (without interest) will be returned to the drawee bank from
which payment was made.
4. OVERSEAS SHAREHOLDERS--The attention of Qualifying Shareholders who are
residents in or who are citizens of countries other than the United Kingdom is
drawn to paragraph 13 of Part 3 of the Prospectus. Any such person (including,
without limitation, nominees and trustees) wishing to accept the offer of new
Pearson Shares must satisfy himself as to the full observance of the laws of any
relevant territory in connection therewith including obtaining any requisite
governmental or other consents, observing any other requisite formalities and
paying any issue, transfer or other taxes due in such territories. Receipt of
the Provisional Allotment Letter will not constitute an offer in those
jurisdictions in which it would be illegal to make such an offer and in such
circumstances a Provisional Allotment Letter will be sent for information only
and should not be copied or redistributed. No person receiving a Provisional
Allotment Letter in any territory other than the United Kingdom or the United
States may treat the same as constituting an invitation or offer to him, nor
should he in any event use such Provisional Allotment Letter unless, in the
relevant territory, such an invitation or offer could lawfully be made to him or
such Provisional Allotment Letter could lawfully be used without contravention
of any unfulfilled registration or other legal requirements. Unless otherwise
agreed with the Company, by accepting and/or renouncing (where permitted) this
Provisional Allotment Letter or by requesting registration of the new Pearson
Shares comprised herein, you hereby represent and warrant to the Company that
you: (i) have not received or sent copies of this Provisional Allotment Letter,
the Prospectus or any related offering documents in, into or from Canada,
France, the Netherlands, South Africa or the Republic of Ireland; (ii) do not
have a registered address (and are not otherwise located) in Canada, France, the
Netherlands, South Africa or the Republic of Ireland and are not acting for the
account or benefit of a person in Canada, France, the Netherlands, South Africa
or the Republic of Ireland; (iii) are not acquiring rights to new Pearson Shares
with a view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any such rights to new Pearson Shares into Canada,
France, the Netherlands, South Africa or the Republic of Ireland; and (iv) are
not in any other territory in which it is unlawful to make an offer to subscribe
for the new Pearson Shares or to use this Provisional Allotment Letter. The
Company reserves the right to treat as invalid any acceptance or purported
acceptance of a provisional allotment represented by this Provisional Allotment
Letter or a renunciation or purported renunciation thereof where it appears to
the Company or its agents to have been executed or despatched or requires
delivery in a manner which may involve a breach of the legal or regulatory
requirements of any jurisdiction or if it believes that acceptance of such
allotment may violate applicable legal or regulatory requirements or if the
warranties set out in this paragraph are not given or an address for the
delivery of definitive share certificates for any new Pearson Shares is provided
in a territory in which it is unlawful to deliver such certificates. Any offer
to persons in the United States will be made by means of a separate prospectus
contained in an effective registration statement under the Securities Act of
1933, as amended. Qualifying Shareholders in the United States should refer to
the US prospectus.
5. REGISTRATION UNDER RENOUNCED OR SPLIT ALLOTMENT LETTERS--If this
Provisional Allotment Letter has been renounced or is a split Provisional
Allotment Letter and your name(s) does not/do not appear above, to apply for
registration, Form Y must be completed and this Provisional Allotment Letter
must be lodged by post or by hand not later than 3.00 p.m. on 18 September 2000,
with Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA who,
provided payment has been made by 3.00 p.m. on 1 September 2000, will
acknowledge receipt to the persons so lodging this Provisional Allotment Letter.
After 3.00 p.m. on 18 September 2000, the new Pearson Shares will be
transferable only by transfer in the usual form, such transfer attracting stamp
duty (if applicable).
6. POSTING--All documents and remittances sent by post to or by provisional
allottees or renouncees (or their agents as appropriate) will be sent at their
risk.
7. SHARES CERTIFICATES--Share certificates (being the definitive documents
of title) are expected to be despatched by first class post not later than
2 October 2000, at the risk of the person(s) entitled thereto (subject to the
conditions of the Rights issue). In the case of original allottees who accept
their provisional allotment, share certificates will be despatched to the
registered holder or, in the case of joint holders, to the first-named
registered holder, at his/her or its registered address. If, on or before 3.00
p.m. on 26 September 2000, this Provisional Allotment Letter is lodged with
Lloyds TSB Registrars at the relevant address set out above, the share
certificate(s) will be despatched to the lodging agent. In the case of
renunciation, share certificates will be despatched to the person(s) lodging
this Provisional Allotment Letter for registration. After the despatch of share
certificates this Provisional Allotment Letter will cease to be valid for any
purpose. No other temporary documents of title will be issued pending the issue
of definitive share certificates.
By Order of the Board,
Julia Casson, Secretary
Registered Office:
3 Burlington Gardens, London, WIX 1LE
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Lodged for payment by: Received the amount payable on acceptance
Stamp for
Lloyds TSB Registrars and date
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Lodged for payment by: ACCOUNT NO. ALLOTMENT NO.
Pearson plc
3 for 11
Rights Issue of up to 170,528,278
new Pearson Shares at L10.00
per share payable in full on
acceptance not later than
3.00 p.m. on 1 September 2000
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PEARSON PLC
INSTRUCTIONS FOR RENUNCIATION, SPLITTING AND CONSOLIDATION
1. RENUNCIATION IN WHOLE--(Latest time and date, 3.00 p.m. on 18 September
2000)
If you wish to dispose of all the new Pearson Shares comprised in this
Provisional Allotment Letter to one person, or to persons who will be joint
holders, you must sign the Form of Renunciation (Form X below), in
accordance with the instructions set out therein and deliver the Provisional
Allotment Letter to the person(s) to be registered, or to the broker or
other agent who has acted for you in the transaction. Form Y must then be
completed, in accordance with the instructions set out therein, by or on
behalf of the person(s) in whose favour this Provisional Allotment Letter is
renounced.
2. SPLITTING--(Latest time and date, nil paid, 3.00 p.m. on 30 August 2000;
fully paid, 3.00 p.m. on 14 September 2000)
This provisional Allotment Letter cannot be renounced in part but, if you
wish to have only some of the new Pearson Shares comprised in this
Provisional Allotment Letter registered in your name(s) and to transfer the
remainder, or if you wish to transfer all of the new Pearson Shares to which
you are entitled, nil paid or fully paid, but not all to the same person,
you may have this Provisional Allotment Letter split. For this purpose you
must sign the Form of Renunciation (Form X below) and forward this
Provisional Allotment Letter by post or by hand to Lloyds TSB Registrars,
Antholin House, 71 Queen Street, London EC4N 1SL, to reach there not later
than 3.00 p.m. on 30 August 2000, if nil paid, or 3.00 p.m. on 14 September
2000, if fully paid. The number of split Provisional Allotment Letters
("Split Letters") required and the number of Rights Shares to be comprised
in each should be stated when this Provisional Allotment Letter is sent for
splitting and the aggregate of the Rights Shares stated therein must equal
the number of Rights Shares stated in Box 2 on page 1 of this document. On
receipt of the Split Letters you should keep the one representing any new
Pearson Shares which you wish to retain (paragraph 3 on page 1 applies) and
send the other(s) to the person(s) to be registered or to the broker or
other agent who has acted for you in the transaction to be dealt with in
accordance with the instructions set out below.
3. CONSOLIDATION
The new Pearson Shares comprised in several fully paid Provisional Allotment
Letters duly renounced (where applicable) may be registered in the name(s)
of one holder (or joint holders) if Form Y and the Consolidation Listing
Form are completed on one Provisional Allotment Letter only (referred to in
the Consolidation Listing Form as the "Principal Letter") and all the
Provisional Allotment Letters are lodged together. Each Provisional
Allotment Letter so lodged must bear the number of the Principal Letter in
the space provided on the Consolidation Listing Form.
4. STAMP DUTY RESERVE TAX/STAMP DUTY--Your attention is drawn to paragraph 8 of
part 7 of the Prospectus. If you are in any doubt as to your tax position,
you should seek professional advice without delay.
FORM X
FORM OF RENUNCIATION FOR
(NOT AVAILABLE AFTER 3:00 P.M. ON 18 SEPTEMBER 2000 SEE 3
To be completed, if the original allottee(s) desire(s) to renounce all the
new Pearson Shares comprised herein, by 3.00 p.m. on 18 September 2000, or,
if the original allottee(s) desire(s) to obtain Split Letters, by 3.00 p.m.
on 30 August 2000, if nil paid, or 3.00 p.m. on 14 September 2000, if fully
paid.
To the Directors of Pearson plc I/We hereby renounce my/our rights to the new
Pearson Shares comprised in this letter in favour of the person(s) named in
the Registration Application Form (Form Y) in relation to or including such
new Pearson Shares.
ALL JOINT HOLDERS MUST SIGN.
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A CORPORATION MUST EXECUTE UNDER ITS COMMON
SEAL WHICH SHOULD BE AFFIXED IN ACCORDANCE WITH _______________________
ITS ARTICLES OF ASSOCIATION OR OTHER
REGULATIONS. ALTERNATIVELY, A COMPANY TO SIGNATURE(S) _______________________
WHICH SECTION 36A OF THE COMPANIES ACT 1985 OF PERSON(S)
APPLIES MAY EXECUTE THIS LETTER BY A DIRECTOR NAMED ON PAGE 1 _______________________
AND THE COMPANY SECRETARY OR BY TWO DIRECTORS
OF THE COMPANY SIGNING THE LETTER AND INSERTING _______________________
THE NAME OF THE COMPANY ABOVE THEIR SIGNATURES.
EACH OF THE OFFICERS SIGNING THE LETTER SHOULD
STATE THE OFFICE WHICH HE HOLDS UNDER ITS SIGNATURE.
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Dated this______________________ day ______________ of __________________ 2000
In the case of Split Letters this Form will be endorsed "Original Duly
Renounced".
FORM Y MUST BE COMPLETED BY OR ON BEHALF OF THE PERSONS IN WHOSE NAMES THE
RIGHTS SHARES ARE TO BE REGISTERED
FORM Y
REGISTRATION APPLICATION FORM
THIS FORM SHOULD ONLY BE COMPLETED WHERE THERE HAS BEEN A RENUNCIATION. The
entire Provisional Allotment Letter must be lodged with Lloyds TSB
Registrars, NOT LATER THAN 3.00 p.m. on 18 September 2000, providing payment
has been made by 3.00 p.m. on 1 September 2000. The Company reserves the
right to refuse to register any renunciation in the name of any Overseas
Shareholder (including any person whose address is in Canada, France, the
Netherlands, South Africa, or the Republic of Ireland).
To the Directors of Pearson plc
I/We warrant that I/we am/are not applying as nominee or agent for a person
who is or may be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts or
clearance services).
PLEASE USE BLOCK CAPITALS
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(1) Forename(s) (in full) __________________________ Surname ________________
(State Mr., Mrs., Miss or title) ________________________________________
Address (in full) _______________________________________________________
(2) Forename(s) (in full) __________________________ Surname ________________
(State Mr., Mrs., Miss or title) ________________________________________
Address (in full) _______________________________________________________
(3) Forename(s) (in full) __________________________ Surname ________________
(State Mr., Mrs., Miss or title) ________________________________________
Address (in full) _______________________________________________________
(4) Forename(s) (in full) __________________________ Surname ________________
(State Mr., Mrs., Miss or title) ________________________________________
Address (in full) _______________________________________________________
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CONSOLIDATION
LISTING FORM
FOR INSTRUCTIONS
SEE 3 ABOVE
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ALLOTMENT NUMBER OF
NUMBER SHARES
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-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
TOTAL NUMBER TOTAL NUMBER
OF LETTERS OF SHARES
-----------------------------------------------------------
ALLOCATION NUMBER OF
PRINCIPAL LETTER
-----------------------------------------------------------
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Registration is requested in the above name(s) of the new For use between 18 September 2000 and 26 September 2000
Pearson Shares specified in this Provisional Allotment Lodged in exchange for share certificate(s) by:
Letter and in the several Provisional Allotment Letters (if
any) detailed in the Consolidation Listing Form above
totaling.
--------------------
* new Pearson Shares
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*Insert the number of Rights Shares Name:_______________________________
which must be the number of new Pearson Address:____________________________
Shares comprised in this Provisional ____________________________________
Allotment Letter, or if the Consolidation
Listing Form is used, the total entered on
this form.
Stamp or name and address of
Agent (if any) lodging this form
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