Shares to begin trading tomorrow on the TSX
and NYSE on a post-consolidated basis
TORONTO, June 22,
2023 /PRNewswire/ --Thomson Reuters (TSX/NYSE: TRI)
today announced 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 (TSX) and
the New York Stock Exchange (NYSE) on a post-consolidated basis
when markets open tomorrow. The company's trading symbol will
remain "TRI" on both exchanges. The new CUSIP number for the
post-consolidated common shares is 884903808 and the new ISIN
number is CA8849038085.
- The return of capital transaction consists of a distribution of
US$4.67 in cash per common share
(approximately US$2.2 billion in the
aggregate) and a consolidation of the company's outstanding common
shares (or reverse stock split) at a ratio of 1 pre-consolidated
share for 0.963957 post-consolidated shares. 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 Considerations" 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 www.thomsonreuters.com in
the "Investor relations" section. The return of capital documents
were previously 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.
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) 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
|
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/thomson-reuters-announces-share-consolidation-ratio-for-return-of-capital-transaction-301858591.html
SOURCE Thomson Reuters