TORONTO, May 24, 2018 /CNW/ -- 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 35.5 million common shares
(representing approximately 5% of the company's total outstanding
shares) may be repurchased between May 30, 2018 and
May 29, 2019.
For its current NCIB that expires on May
29, 2018, Thomson Reuters previously sought and received
approval from the TSX to repurchase up to 36 million common shares.
Of this amount, Thomson Reuters has repurchased approximately
12.4 million common shares through May
17, 2018 for a total cost of approximately US$0.56 billion, representing an average price of
US$45.17 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.
On May 11, 2018, Thomson Reuters
announced that it may buy back up to US$500 million of its
shares prior to the closing of its proposed sale of a 55% interest
in its Financial & Risk business. Repurchases under this
new program commenced under the current NCIB and are expected to
continue under the renewed NCIB. Through May
17, 2018, the company has repurchased approximately
US$20.6 million of shares under this
program. Any NCIB repurchases prior to the closing of the proposed
Financial & Risk transaction will reduce the size of a
contemplated post-closing substantial issuer bid/tender offer that
Thomson Reuters plans to make to all shareholders after the closing
of the transaction. The substantial issuer bid/tender offer may be
at a premium to the then-current market price of the company's
shares. Thomson Reuters currently expects to use between
US$9 billion and US$10 billion of the estimated
US$17 billion of gross proceeds of the transaction to return
capital to its shareholders through the substantial issuer
bid/tender offer. The company's principal shareholder (Woodbridge) is expected to participate pro
rata in the substantial issuer bid/tender offer.
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 203,187 shares, which represents 25% of the average
daily trading volume on the TSX of 812,749 for the six months ended
April 30, 2018 (net of repurchases made by the company during
that time period). On May 17, 2018,
there were 710,406,559 Thomson Reuters common shares outstanding.
Any shares that are repurchased will be cancelled.
From time to time, when Thomson Reuters does not possess
material nonpublic 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.
Decisions regarding any future repurchases will depend on the
timing of the closing of the proposed Financial & Risk
transaction and other 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 is the world's leading
source of news and information for professional markets. Our
customers rely on us to deliver the intelligence, technology and
expertise they need to find trusted answers. The business has
operated in more than 100 countries for more than 100 years.
Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges (symbol:
TRI). For more information, visit www.thomsonreuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this news release are
forward-looking, including the company's plans to repurchase up to
US$500 million of its common shares
and make a substantial issuer bid/tender offer to its shareholders
after the closing of the proposed Financial & Risk transaction.
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. There is no assurance that a
transaction involving all or part of the F&R business will be
completed or that other events described in any forward-looking
statement will materialize. 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.
This news release does not constitute an offer to purchase,
or a solicitation of an offer to sell, securities of the company,
nor is it a substitute for any substantial issuer bid/tender offer
or other documents that may be filed by the company with the
Canadian securities regulatory authorities or the U.S. Securities
and Exchange Commission.
CONTACTS
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MEDIA
David
Crundwell
Senior Vice
President, Corporate Affairs
+1 646 223
5285
david.crundwell@tr.com
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INVESTORS
Frank J.
Golden
Senior Vice
President, Investor Relations
+1 646 223
5288
frank.golden@tr.com
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SOURCE Thomson Reuters