21:51:50 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Thomson Reuters Corp (2)
Symbol TRI
Shares Issued 470,998,654
Close 2023-06-22 C$ 171.87
Market Cap C$ 80,950,538,663
Recent Sedar Documents

Thomson Reuters rollback ratio set at 0.96:1

2023-06-22 17:22 ET - News Release

Mr. Andrew Green reports

THOMSON REUTERS ANNOUNCES SHARE CONSOLIDATION RATIO FOR RETURN OF CAPITAL TRANSACTION

Thomson Reuters Corp. has set the share consolidation ratio for its return-of-capital transaction, which will be effective at 3:01 a.m. Toronto time tomorrow. The company's common shares will begin trading on the Toronto Stock Exchange and the New York Stock Exchange on a postconsolidated basis when markets open tomorrow. The company's trading symbol will remain TRI on both exchanges. The new Cusip number for the postconsolidated common shares is 884903 80 8 and the new ISIN number is CA 884903 80 8 5.

The return of capital transaction consists of a distribution of $4.67 (U.S.) in cash per common share (approximately $2.2-billion (U.S.) in the aggregate) and a consolidation of the company's outstanding common shares (or reverse stock split) at a ratio of 0.963957 postconsolidated share for one preconsolidated share. The share consolidation is proportional to the cash distribution and the share consolidation ratio was based on the volume weighted average trading price of the shares on the NYSE for the five-trading-day period, which ended today.

Eligible shareholders who duly exercised their right to opt out of the transaction will not receive the cash distribution and will continue to hold the same number of shares that they held prior to the effective time of the transaction.

Computershare Investor Services Inc., the company's depositary for the transaction, will deliver cash distribution amounts to registered participating shareholders as promptly as practicable, subject to the terms and conditions of the transaction. The effects of the share consolidation will be reflected in the company's share register. Beneficial or non-registered shareholders participating in the transaction will receive cash distributions from their bank, broker or other intermediary, and the effects of the share consolidation will be recorded in their accounts.

Fractional shares will not be issued as part of the return of capital transaction and shareholders will receive the value of any fractional shares in cash, subject to certain exceptions described in the management proxy circular.

As previously announced, the transaction is generally expected to be tax free for Canadian tax purposes. A U.S. shareholder who has chosen to opt out of the transaction generally is not expected to be subject to U.S. federal income tax or Canadian federal income tax. A U.S. shareholder who participates in the transaction generally is expected to be subject to U.S. federal income tax on any gain realized and is not expected to be subject to Canadian federal income tax. The tax consequences of the proposed return of capital transaction are complex. This summary reflects certain assumptions and limitations, and it is qualified in its entirety by the income tax consideration section of the management proxy circular for the return of capital transaction.

The full details of the return of capital transaction are described in the company's 2023 management proxy circular and related materials, which are available on the company's website in the investor relations section. The return of capital documents were previously filed with the Canadian securities regulatory authorities on SEDAR. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR.

About Thomson Reuters Corp.

Thomson Reuters informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is the world's leading provider of trusted journalism and news.

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