Action is required to opt out
Opt-out deadlines vary by bank/broker and may
be as early as June 7
TORONTO, June 1, 2023
/CNW/ -- Thomson Reuters (TSX/NYSE: TRI) today reminded its
shareholders who are taxable in a jurisdiction outside of
Canada that they are able to "opt
out" of the company's proposed return of capital transaction.
For shareholders who are subject to income tax outside
Canada, opting out of the
transaction may be preferable to participating in the
transaction.
The return of capital transaction consists of a cash
distribution of US$4.67 in cash per
common share and a consolidation of the company's outstanding
common shares (or "reverse stock split") on a basis that is
proportional to the cash distribution.
The transaction is generally expected to be tax-free for
Canadian tax purposes. As a result, Canadian resident shareholders
are generally not eligible to opt out. Eligibility criteria for
opting out of the transaction is set out on page 2 of this news
release.
Opting out
- What happens if you opt out: If you're eligible to opt
out of the transaction and do so, you will not receive the cash
distribution and you will continue to hold the same number of
shares that you currently hold. Your proportionate equity and
voting interest in our company will increase by virtue of the
consolidation of shares held by those shareholders who participate
in the transaction.
- Process: If you're a non-registered holder (i.e., you
hold shares through a bank or broker), follow your bank or broker's
instructions if you'd like to opt out. You should contact your bank
or broker if you have not received information regarding how to opt
out. Registered shareholders should follow instructions sent to
them by Computershare Trust Company of Canada, including depositing with
Computershare a duly completed opt-out election and certification
form prior to 5:00 p.m. (Eastern Daylight
Time) on June 13, 2023.
- Deadline: Any opt-out elections should be completed by
the deadline set by your bank/broker or Computershare (depending on
whether you're a non-registered or registered holder).
If you're not eligible to opt out of the transaction or are
eligible to opt out but decide not to, no action is required to
participate in the transaction.
Tax Consequences for U.S. Shareholders
The expected tax consequences for a U.S. shareholder of the
proposed return of capital transaction generally are as
follows.
- Opting out: A U.S. shareholder who opts out of the
transaction generally is not expected to be subject to U.S. federal
income tax or Canadian federal income tax.
- Participating: 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 Considerations" section of the management proxy circular.
Additional information and assistance
To be eligible to opt out of the return of capital transaction,
a shareholder must be an "Eligible Opt-Out Shareholder,"
which means a shareholder (whether registered or non-registered)
who is (a) not a resident of Canada for Canadian income tax purposes and is
subject to income tax in a jurisdiction other than Canada (and is not exempt from income tax in
that jurisdiction) or (b) an individual who is a resident of
Canada for Canadian income tax
purposes and who is also subject to income tax in a jurisdiction
other than Canada as a resident of
that other jurisdiction (and is not exempt from income tax in that
jurisdiction).
Details of the transaction (including information regarding the
opt-out right and tax considerations) are described in the
management proxy circular and related materials, which are
available on www.thomsonreuters.com in the "Investor
relations" section. The documents were filed with the Canadian
securities regulatory authorities on SEDAR and are available at
www.sedar.com. The documents were also furnished to the U.S.
Securities and Exchange Commission through EDGAR and are available
at www.sec.gov.
Non-registered shareholders who hold their shares indirectly
through an intermediary (such as an investment dealer, stock
broker, bank, trust company or other nominee) should contact their
intermediary if they have questions or need assistance.
Registered shareholders who have questions or need assistance
may contact Computershare Investor Services Inc., at 1.800.564.6253
(toll-free in Canada and the U.S.)
or at 1.514.982.7555 (outside Canada and the U.S.) or at the following
e-mail address: corporateactions@computershare.com.
Shareholders who have questions or need assistance may also
contact D.F. King & Co., Inc., who is acting as Information
Agent for the transaction, at 1.866.864.4943 (toll-free in
Canada and the U.S.) or at
1.212.269.5550 (outside Canada and
the U.S., banks, brokers and collect calls) or at the following
email address: tri@dfking.com.
Taxable non-Canadian resident shareholders are strongly urged to
read the management proxy circular and other related materials
carefully and to consult with their financial, tax and legal
advisors prior to making any decision with respect to the
transaction.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including statements relating to the return of capital transaction
and the anticipated tax treatment for shareholders participating in
the transaction and those opting out. These forward-looking
statements are based on certain assumptions and reflect our
company's current expectations. As a result, forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from
current expectations, including other factors discussed in
materials that Thomson Reuters from time to time files with, or
furnishes to, the Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission. There is no assurance
that the return of capital transaction will be completed or that
other events described in any forward-looking statement will
materialize. Except as may be required by applicable law, Thomson
Reuters disclaims any obligation to update or revise any
forward-looking statements.
About Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI)
("TR") 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. For more information, visit
tr.com.
CONTACTS
|
|
MEDIA
Andrew Green
Senior Director,
Corporate Affairs
+1 332 219
1511
andrew.green@tr.com
|
INVESTORS
Gary E. Bisbee,
CFA
Head of Investor
Relations
+1 646 540
3249
gary.bisbee@tr.com
|
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SOURCE Thomson Reuters