SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|For the month of June 2023||Commission File Number: 1-31349|
THOMSON REUTERS CORPORATION
(Translation of registrants name into English)
19 Duncan Street, Toronto,
Ontario M5H 3H1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THOMSON REUTERS CORPORATION
|Name: Jennifer Ruddick|
|Title: Deputy Company Secretary|
Date: June 22, 2023
Thomson Reuters Announces Share Consolidation Ratio for Return of Capital Transaction
Shares to begin trading tomorrow on the TSX and NYSE on a post-consolidated basis
TORONTO, June 22, 2023 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 companys 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 companys 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 companys 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 companys 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 companys 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 companys 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 companys 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 worlds leading provider of trusted journalism and news. For more information, visit tr.com.
Senior Director, Corporate Affairs
+1 332 219 1511
Gary E. Bisbee, CFA
Head of Investor Relations
+1 646 540 3249