Thomson
Reuters Outlines Steps to Complete the Return of US$10 Billion to Shareholders and Announces
Dividend Increase
US$6.5 billion returned under substantial issuer
bid/tender offer
US$2.5 billion return of capital and share
consolidation expected to be completed in November
US$1 billion to be returned through share
buybacks
$0.02 annualized dividend increase effective in
Q4 2018, 25th consecutive year of increases
TORONTO, Oct. 8, 2018 /PRNewswire/ -- Thomson Reuters
(TSX/NYSE: TRI) today finalized its planned uses of proceeds from
the recently completed sale of a 55% interest in its Financial
& Risk (F&R) business. The company also announced that its
Board of Directors approved an US$0.02 annualized dividend increase to
US$1.40 per share.
As previously disclosed, the company is in the process of
returning US$10 billion of the F&R transaction proceeds to
its shareholders through a combination of the following steps:
-
Approximately US$6.5 billion is being
returned in connection with the settlement of its substantial
issuer bid/tender offer (SIB) on or around October 9.
-
Approximately US$2.5 billion will be
returned to its shareholders through a return of capital
transaction consisting of a cash distribution of US$4.45 per common share and a share
consolidation, or "reverse stock split", which will reduce the
number of outstanding common shares on a basis that is proportional
to the cash distribution.
-
Approximately US$1 billion will be returned to shareholders
through share repurchases under its normal course issuer bid
(NCIB). US$556 million of this amount has been repurchased
this year and an additional US$444 million of shares is
expected to be repurchased later this year and in 2019.
Approximately US$4 billion of debt has been repaid since
closing the F&R transaction (including through a recently
completed debt redemption and debt tender offer).
The company plans to maintain approximately US$2 billion of
cash on its balance sheet to fund focused acquisitions and utilize
approximately US$1 billion to cover F&R
transaction-related expenses, including cash taxes, pension
contributions, bond redemption costs, one-time costs and other fees
and outflows related to the transaction.
Final Results of Substantial Issuer
Bid/Tender Offer
Thomson Reuters has taken up and purchased for cancellation
approximately 138.0 million common shares at a purchase price
of US$47.00 per share, for a total
cost of approximately US$6.5 billion.
The shares purchased represented 19.7% of the shares issued and
outstanding on a non-diluted basis at the time that the SIB was
announced in late August. After giving effect to the SIB,
approximately 563 million shares will be issued and
outstanding. The company's principal shareholder, The Woodbridge
Company Limited and its affiliates (Woodbridge), made a proportionate tender,
which maintained its proportionate equity ownership in Thomson
Reuters at approximately 64% upon completion of the SIB.
Payment and settlement for the purchased shares will be effected
by Computershare Trust Company of Canada in accordance with settlement
procedures described in the SIB and applicable law. The full
details of the SIB are described in the offer to purchase and
issuer bid circular dated as of August 28,
2018, letter of transmittal, notice of guaranteed delivery
and other related documents.
To assist shareholders in determining the tax consequences of
the SIB, Thomson Reuters estimates that for the purposes of the
Income Tax Act (Canada),
the paid-up capital per common share was approximately C$13.32 and the "specified amount" (for purposes
of subsection 191(4) of the Income Tax Act (Canada)) was C$58.96 as of October 2,
2018.
Return of Capital Transaction
Thomson Reuters also announced that a special meeting of
shareholders will be held on Monday,
November 19, 2018 at 2:00 p.m.
(Toronto time) where shareholders
will be asked to approve the distribution of US$4.45 in cash per common share, or
approximately US$2.5 billion in the
aggregate, to holders of common shares and a consolidation of
outstanding common shares (or "reverse stock split") on a basis
that is proportional to the cash distribution. To that end, the
share consolidation ratio will be based on the volume weighed
average trading price of the common shares on the New York Stock
Exchange for the five trading days immediately prior to the return
of capital becoming effective.
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The proposed transaction is intended to distribute cash on a
basis that is generally expected to be tax-free for Canadian tax
purposes. Taxable non-Canadian resident shareholders (which
include taxable U.S. resident shareholders and others) will be able
to opt out of the transaction. This right to opt out
is being provided to those shareholders because in jurisdictions
other than Canada the tax
consequences of not participating in the transaction may be
preferable to those associated with participating in the
transaction. A taxable non-Canadian resident shareholder that
chooses to opt out will not receive the cash distribution and will
continue to hold the same number of Thomson Reuters shares that
they currently hold. 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.
The proposed transaction requires approval by at least
two-thirds of the votes cast at the special meeting. The board of
directors of the company is unanimously recommending that
shareholders vote in favor. Woodbridge has indicated that it plans to do
so and, accordingly, it is expected that the shareholder vote will
pass. The transaction also requires the approval of the Ontario
Superior Court of Justice (Commercial List). If shareholder and
court approval are obtained, Thomson Reuters expects to effect the
proposed transaction by the end of November.
Full details of the proposed transaction will be described in
the company's management proxy circular and other related
materials. Those documents are expected to be mailed to
shareholders, filed with applicable Canadian securities regulatory
authorities and made available without charge on SEDAR at
www.sedar.com and made available without charge on EDGAR at
www.sec.gov, and posted on the company's website at
www.thomsonreuters.com, on or about October 23, 2018.
Dividend Increase
The Thomson Reuters Board of Directors approved a US$0.02 per share annualized increase in the
dividend to US$1.40 per common share.
A quarterly dividend of US$0.35 per
share is payable on December 17, 2018
to common shareholders of record as of November 15, 2018.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell shares.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is the world's leading provider of
news and information-based tools to professionals. Our worldwide
network of journalists and specialist editors keep customers up to
speed on global developments, with a particular focus on legal,
regulatory and tax changes. Thomson Reuters shares are listed on
the Toronto and New York Stock
Exchanges. 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 relating to the
timing of payment and settlement for shares purchased under the
SIB, the number of shares that will be issued and outstanding after
completion of the SIB, timing for the approval and implementation
of the return of capital transaction; the anticipated tax treatment
for shareholders participating in the transaction and those opting
out; the expected use of proceeds of the F&R transaction; and
future share purchases under the company's NCIB. 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 SIB or a return of capital/share
consolidation 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.
CONTACTS
MEDIA
David Crundwell
Senior Vice President, Corporate Affairs
+1 416 649 9904
david.crundwell@tr.com |
INVESTORS
Frank J. Golden
Senior Vice President, Investor Relations
+1 646 223 5288
frank.golden@tr.com |
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