TORONTO, Dec. 29, 2020
/PRNewswire/ -- Thomson Reuters Corporation (TSX / NYSE: TRI)
today announced that it has received approval from the Toronto
Stock Exchange (TSX) for the annual renewal of its normal course
issuer bid (NCIB). Under the renewed NCIB, up to 5 million
common shares (which represents approximately 1% of Thomson Reuters
issued and outstanding common shares) may be repurchased between
January 4, 2021 and January 3, 2022.
Thomson Reuters has set a target to maintain approximately 500
million common shares outstanding by using share repurchases to
offset dilution associated with its dividend reinvestment and
equity incentive plans. On December 24,
2020, there were 497,117,528 Thomson Reuters common
shares outstanding.
For its NCIB that began on August 19,
2019 and expired on August 18,
2020, Thomson Reuters previously received approval from the
TSX to repurchase up to 25 million common shares. Of this
amount, Thomson Reuters repurchased approximately 6.9 million
common shares for a total cost of approximately US$500 million, representing an average price of
US$72.61 per share. Thomson Reuters
repurchased the common shares through the facilities of the TSX,
the New York Stock Exchange (NYSE) and other alternative trading
systems through its broker.
Under the renewed NCIB, shares may be repurchased in open market
transactions on the TSX, the NYSE and/or other exchanges and
alternative trading systems, if eligible, or by such other means as
may be permitted by the TSX and/or NYSE or under applicable law,
including private agreement purchases if Thomson Reuters receives
an issuer bid exemption order in the future from applicable
securities regulatory authorities in Canada for such purchases. The price that
Thomson Reuters will pay for common shares in open market
transactions will be the market price at the time of purchase or
such other price as may be permitted by the TSX. Any private
agreement purchases made under an exemption order may be at a
discount to the prevailing market price. In accordance with TSX
rules, any daily repurchases (other than pursuant to a block
purchase exception) on the TSX under the renewed NCIB are limited
to a maximum of 127,341 shares, which represents 25% of the average
daily trading volume on the TSX of 509,367 for the six months ended
November 30, 2020 (net of repurchases
made by the company during that time period). Any shares that are
repurchased will be cancelled.
From time to time when Thomson Reuters does not possess material
non-public information about itself or its securities, it may enter
into a pre-defined plan with its broker to allow for the repurchase
of shares at times when Thomson Reuters ordinarily would not be
active in the market due to its own internal trading blackout
periods, insider trading rules or otherwise. Any such plans entered
into with Thomson Reuters broker will be adopted in accordance with
applicable Canadian securities laws and the requirements of Rule
10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.
In connection with the NCIB, Thomson Reuters has entered into such
a plan with its broker pursuant to which up to US$200 million of shares may be repurchased
starting on January 4, 2021 under the
renewed NCIB.
Decisions regarding any future repurchases will depend on
certain factors, such as market conditions, share price and other
opportunities to invest capital for growth. Thomson Reuters may
elect to suspend or discontinue share repurchases at any time, in
accordance with applicable laws.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is a leading provider of
business information services. Our products include highly
specialized information-enabled software and tools for legal, tax,
accounting and compliance professionals combined with the world's
most global news service – Reuters. For more information on Thomson
Reuters, visit tr.com and for the latest world
news, reuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including statements regarding the company's intentions related to
future share repurchases. While the company believes that it has a
reasonable basis for making forward-looking statements in this news
release, they are not a guarantee of future performance or outcomes
and there is no assurance that the events described in any
forward-looking statement will materialize. Forward-looking
statements are subject to a number of risks, uncertainties and
assumptions that could cause actual results or events to differ
materially from current expectations. Many of these risks,
uncertainties and assumptions are beyond our company's control and
the effects of them can be difficult to predict. You are cautioned
not to place undue reliance on forward-looking statements which
reflect expectations only as of the date of this news release.
Except as may be required by applicable law, Thomson Reuters
disclaims any obligation to update or revise any forward-looking
statements.
CONTACTS
MEDIA
Melissa
Cassar
Head of Commercial
Communications & Corporate Affairs
+1 647 480
7273
melissa.cassar@tr.com
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INVESTORS
Frank J. Golden
Head of Investor Relations
+1 332 219 1111
frank.golden@tr.com
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SOURCE Thomson Reuters