JPMorgan Chase Bank NA - ADR Depositary

12/16/2024 | Press release | Distributed by Public on 12/16/2024 13:55

Registration for Depository Shares (Form F-6)

As filed with the U.S. Securities and Exchange Commission on December 16, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

Pearson plc

(Exact name of issuer of deposited securities as specified in its charter)

n/a

(Translation of issuer's name into English)

England and Wales

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

Pearson Inc.

330 Hudson Street

New York, New York 10013

(212) 641-2400

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Graeme Baldwin

Pearson plc

80 Strand

London England WC2R 0RL

+44 (0)20 7010 2044

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

It is proposed that this filing become effective under Rule 466

☐ immediately upon filing
☐ on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

Amount

to be registered

Proposed maximum aggregate price per unit (1)

Proposed maximum

aggregate offering price (2)

Amount of

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary shares of Pearson plc

50,000,000

American Depositary Shares

$0.05 $2,500,000 $382.75
(1) Each unit represents one American Depositary Share.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit A to the form of Third Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(1) Name and address of Depositary Introductory paragraph and bottom of face of American Depositary Receipt
(2) Title of American Depositary Receipts and identity of deposited securities Face of American Depositary Receipt, top center
Terms of Deposit:
(i) Amount of deposited securities represented by one unit of American Depositary Shares Face of American Depositary Receipt, upper right corner
(ii) Procedure for voting the deposited securities Paragraph (12)
(iii) Procedure for collecting and distributing dividends Paragraphs (4), (5), (7) and (10)
(iv) Procedures for transmitting notices, reports and proxy soliciting material Paragraphs (3), (8) and (12)
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization Paragraphs (3), (4), (5), (10) and (13)
(vii) Amendment, extension or termination of the Deposit Agreement Paragraphs (16) and (17)
(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs Paragraph (3)
(ix) Restrictions upon the right to transfer or withdraw the underlying securities Paragraphs (1), (2), (4), and (5)
(x) Limitation upon the liability of the Depositary Paragraph (14)
(3) Fees and charges that a holder of ADRs may have to pay, either directly or indirectly Paragraph (7)

Item 2. AVAILABLE INFORMATION

Item Number and Caption

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(b) Statement that Pearson plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and copied through the Securities and Exchange Commission's EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.

Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement. Form of Third Amended and Restated Deposit Agreement dated as of , 2025 among Pearson plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt. Filed herewith as Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not Applicable.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December 16, 2024.

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
By: JPMORGAN CHASE BANK, N.A., as Depositary
By: /s/ Gregory A. Levendis
Name: Gregory A. Levendis
Title: Executive Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pearson plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on December 16, 2024.

Pearson plc
By: /s/ Omar Abbosh
Name: Omar Abbosh
Title: Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Omar Abbosh and Sally Johnson, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Registration Statement on Form F-6 has been signed by the following persons on December 16, 2024, in the capacities indicated.

SIGNATURES

Signature Title
/s/ Omar Abbosh Chief Executive Officer (principal executive officer)
Omar Abbosh
/s/ Omid Kordestani Chair of the Board of Directors
Omid Kordestani
/s/ Sally Johnson Chief Financial Officer (principal financial and accounting officer)
Sally Johnson
/s/ Sherry Coutu, CBE Director
Sherry Coutu, CBE
/s/ Alison Dolan Director
Alison Dolan
/s/ Alex Hardiman Director
Alex Hardiman
/s/ Esther Lee Director
Esther Lee
/s/ Graeme Pitkethly Director
Graeme Pitkethly
/s/ Annette Thomas Director
Annette Thomas
/s/ Lincoln Wallen Director
Lincoln Wallen

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Pearson plc, has signed this Registration Statement on Form F-6 in Bloomington, Minnesota, on December 16, 2024.

Authorized U.S. Representative
Pearson Education, Inc.
By: /s/ Cordell Jung
Name: Cordell Jung
Title: Director

INDEX TO EXHIBITS

Exhibit

Number

(a) Form of Deposit Agreement
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.