Disposal

RNS Number:1801P
Pearson PLC
24 December 2001

24 December 2001



                PEARSON AGREES TO SELL 22% STAKE IN RTL GROUP
                     TO BERTELSMANN FOR 1.5 BILLION EUROS



Pearson plc has agreed to sell its 22% stake in RTL Group to Bertelsmann AG
for a cash consideration of 1.5 billion Euros (#944 million). The disposal
includes the sale of the 1.8% stake in RTL that is controlled by Recoletos,
Pearson's Spanish media group, and is expected to be completed early in 2002.



The transaction values Pearson's 34 million RTL shares at 44 Euros per share.
It represents an 8% premium over Friday's closing price and a 22% premium over
the average price for the past three months.



Bertelsmann has commenced discussions with the board of RTL with the intention
of buying out the remaining public shareholders in RTL at a price of 44 Euros
per share.



Under the terms of the agreement and subject to certain conditions, the price
paid to Pearson will be subject to an upward adjustment if Bertelsmann agrees
to pay a price in excess of 44 Euros per share to any other RTL shareholder
during the next 18 months. Bertelsmann has made it clear that it has no
present intention of making any acquisition for more than 44 Euros per share.



Pearson expects to pay minimal tax on the disposal proceeds and to realise a
non-operating profit of approximately #130 million on completion of the sale.
Pearson intends to allocate the proceeds to the reduction of its net debt. In
2001, RTL Group will contribute approximately #35 million to Pearson's
operating profits and, on the basis of our current expectations, Pearson
expects the disposal to be earnings enhancing in 2002.



Marjorie Scardino, Pearson's chief executive, said:



"This transaction will enable us to focus all our efforts on the businesses we
control as well as strengthening our balance sheet and enhancing our earnings
and cash flow. We're proud of the television business we helped create that is
now RTL and we wish all our colleagues there well for the future."



Ends


For more information:


Luke Swanson            + 44 (0) 20 7010 2313/ 07770 381704
John Fallon             + 1 646 229 4967


Notes to editors:



1.   On 25 July 2000, Pearson TV merged with CLT-Ufa to create RTL Group. In 
exchange for Pearson TV, Pearson plc received a 22% stake in RTL Group, which is
listed on the Luxembourg, Brussels and London stock exchanges. On conclusion of 
the transaction, Bertelsmann and its affiliates will own approximately 89% of 
RTL.



2.   RTL Group is Europe's leading integrated broadcasting and content company, 
with 23 TV and 17 radio stations in nine European countries, as well as 
production activities in three dozen countries worldwide, including
the US, Australia and South Africa. In the year to December 2000, RTL Group
had proforma EBITA of 555 million Euros before restructuring and investments
in new businesses.



3.   John Makinson, Pearson's Finance Director, will hold a conference call to 
discuss this transaction on Friday 28 December at 1300 (UK time). Dial-in 
details for the conference call will be posted at www.pearson.com.