TORONTO, June 8, 2022 – Thomson Reuters Corporation (TSX/NYSE: TRI) announced today that it has received approval from the Toronto Stock Exchange (TSX) for the annual renewal of its normal course issuer bid. The company also announced that it plans to repurchase up to US$2.0 billion of its shares under the new tender offer.
Under the new tender offer, up to 24 million common shares (representing approximately 5% of the issued and outstanding common shares of the company) can be repurchased between June 13, 2022 and June 12, 2023 .
From time to time, when Thomson Reuters does not have material non-public information about itself or its securities, it may enter into a predefined plan with its broker to permit the redemption of shares at times when Thomson Reuters would not be normally not 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 of the United States Securities Exchange Act of 1934, as amended. Thomson Reuters expects to enter into such a plan later this month with its broker under which shares can be repurchased under the new NCIB.
Thomson Reuters has always maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and shareholder returns through dividends and share buybacks. The OPRCN offers the company a flexible means of providing returns to shareholders who choose to participate by selling their shares. Thomson Reuters expects to have significant capital capacity over the next four years, which would provide it with additional investment options and shareholder returns. In addition to the cash generated from its operating activities, the company announced that it plans to monetize its stake in London Stock Exchange Group plc (LSEG) over time after the expiry of the applicable contractual lock-up provisions. As of June 7, 2022, Thomson Reuters indirectly owned approximately 72.4 million shares of LSEG, which had a market value of approximately US$6.5 billion based on LSEG’s closing share price at that date. date.
Under the new issuer bid, shares may be repurchased in open market transactions on the TSX, New York Stock Exchange (NYSE) and/or other stock exchanges and trading systems alternatives, if eligible, or by any other means permitted by the TSX. and/or the NYSE or under applicable law, including purchases-by-agreement if Thomson Reuters in the future receives a takeover bid exemption order from the relevant securities regulatory authorities in Canada for such purchases. The price Thomson Reuters will pay for the Common Shares in open market transactions will be the market price at the time of purchase or such other price permitted by the TSX. Any purchase by agreement made pursuant to an exemption order may be at a discount to the prevailing market price. In accordance with TSX rules, any daily redemption (other than under a bulk purchase exception) on the TSX under the renewed offering is limited to a maximum of 98,051 shares, representing 25% of the average daily trading volume on the TSX of 392,204 for the six months ended May 31, 2022 (net of redemptions made by the company during such period). As of May 31, 2022, there were 487,122,905 common shares of Thomson Reuters outstanding. The redeemed shares are cancelled.
Decisions regarding any future redemption will depend on certain factors, such as market conditions, stock price and other opportunities to invest capital for growth. Thomson Reuters may choose to suspend or discontinue share repurchases at any time, in accordance with applicable laws.
For its tender offer which began on January 4, 2021 and ended on January 3, 2022, Thomson Reuters had previously received approval from the TSX to repurchase up to 20 million shares of common stock. Of this amount, Thomson Reuters repurchased 12,795,358 common shares for a total cost of approximately US$1.4 billion, or an average price of US$109.42 per share. Thomson Reuters purchased the common shares through the facilities of the TSX, NYSE and other alternative trading systems through its broker.
Thomson Reuters (TSX/NYSE: TRI) is a leading provider of business information services. Our products include highly specialized software and information tools for legal, tax, accounting and compliance professionals combined with the world’s most global information service, Reuters. For more information on Thomson Reuters, visit tr.com and for the latest global news, Reuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release are forward-looking, including statements regarding the company’s plans to repurchase up to US$2.0 billion of its common stock, its intentions regarding future stock repurchases and expectations regarding its future capital capacity and plans to sell shares of LSEG in the future. Although the company believes that it has a reasonable basis for making forward-looking statements in this press release, they are not guarantees of future performance or results and there can be no assurance that the events described in the forward-looking statements will 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 their effects may 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 press release. Except as required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
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