Thomson Reuters has announced that it intends to purchase up to 3 million of its common shares through private agreements with an armʹs-length third-party seller.
Any shares purchased under these agreements will count towards the company’s existing normal course issuer bid (NCIB), which allows it to buy back up to 39.2 million common shares between May 28, 2015 and May 27, 2016. The Ontario Securities Commission (OSC) has issued an issuer bid exemption order permitting the company to make such private agreement purchases.
These private agreement purchases are part of the company’s plan announced in February 2016 to purchase up to an additional US$1.5 billion of its common shares.
The price that Thomson Reuters will pay for its common shares through private agreements will be at a discount to the prevailing market price on the Toronto Stock Exchange (TSX) at the time of purchase, may be made in one or more trades over time, and must otherwise comply with the terms of the OSC’s order. Decisions regarding any future repurchases, including through private agreements, will depend on the timing for the sale of the company’s Intellectual Property & Science business in addition to other factors, such as market conditions, share price and opportunities to invest capital for growth.
Information regarding each private purchase, including the number of common shares purchased and aggregate purchase price, will be available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com following the completion of any such purchase.
To date, Thomson Reuters has purchased 10 million common shares under its NCIB pursuant to private agreements. The number of common shares which may be purchased under private agreements may not exceed 13,066,666, being one-third of the total number of common shares which may be purchased under the NCIB.