TORONTO, June 8, 2022
/PRNewswire/ -- Thomson Reuters Corporation (TSX/NYSE: TRI) today
announced it has received approval from the Toronto Stock Exchange
(TSX) for the annual renewal of its normal course issuer bid
(NCIB). The company also announced that it plans to repurchase up
to US$2.0 billion of its shares under
the new NCIB.
Under the new NCIB, up to 24 million common shares (which
represents approximately 5% of the company's issued and outstanding
common shares) may be repurchased between June 13, 2022 and June 12,
2023.
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. Thomson Reuters plans to enter into such a plan later this
month with its broker pursuant to which shares may be repurchased
under the new NCIB.
Thomson Reuters has historically maintained a disciplined
capital strategy that balances growth, long-term financial
leverage, credit ratings and returns to shareholders through
dividends and share repurchases. The NCIB provides the company with
a flexible way to provide 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 options for additional investments and
returns to shareholders. In addition to cash generated from its
operating activities, the company has disclosed that it plans to
monetize its interest in London Stock Exchange Group plc (LSEG)
over time after the expiration of applicable contractual lock-up
provisions. As of June 7, 2022,
Thomson Reuters indirectly owned approximately 72.4 million LSEG
shares, which had a market value of approximately US$6.5 billion based on LSEG's closing share
price on that date.
Under the new NCIB, shares may be repurchased in open market
transactions on the TSX, the New York Stock Exchange (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 98,051 shares, which represents 25% of the
average daily trading volume on the TSX of 392,204 for the six
months ended May 31, 2022 (net of
repurchases made by the company during that time period). On
May 31, 2022, there were 487,122,905
Thomson Reuters common shares outstanding. Any shares that are
repurchased are cancelled.
Decisions regarding any future repurchases will depend on
certain 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.
For its NCIB that began on January 4,
2021 and expired on January 3,
2022, Thomson Reuters previously received approval from the
TSX to repurchase up to 20 million common shares. Of this amount,
Thomson Reuters repurchased 12,795,358 common shares for a
total cost of approximately US$1.4
billion, representing an average price of US$109.42 per share. Thomson Reuters repurchased
the common shares through the facilities of the TSX, the NYSE and
other alternative trading systems through its broker.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is a leading provider of
business information services. Our products include highly
specialized information-enabled software and tools for legal, tax,
accounting and compliance professionals combined with the world's
most global news service – Reuters. 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 regarding the company's plans to repurchase up
to US$2.0 billion of its common
shares, its intentions related to future share repurchases and
expectations regarding its future capital capacity and plans to
sell LSEG shares in the future. While the company believes that it
has a reasonable basis for making forward-looking statements in
this news release, they are not a guarantee of future performance
or outcomes and there is no assurance that the events described in
any forward-looking statement 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
the effects of them can 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 news release.
Except as may be required by applicable law, Thomson Reuters
disclaims any obligation to update or revise any forward-looking
statements.
CONTACTS
MEDIA
Melissa
Cassar
Head of Commercial
Communications & Corporate Affairs
+1 437
388-3619
melissa.cassar@tr.com
|
INVESTORS
Gary Bisbee
Head of Investor
Relations
+1 646 540
3249
gary.bisbee@tr.com
|
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SOURCE Thomson Reuters