Exhibit 99.1
May 2, 2008
Thomson Reuters previously furnished to the SEC and filed with the Canadian securities regulatory authorities certain announcements that it made in April 2008 in the United Kingdom via RNS, a Regulatory Information Service. Included below are certain other RNS announcements made during April 2008. Also included are RNS announcements released by Reuters Group PLC in April 2008 prior to the closing of the acquisition.
THOMSON REUTERS PLC – RNS ANNOUNCEMENTS (APRIL 17-30, 2008)
Share Repurchase RNS Announcements
RNS Number:7255S
Thomson Reuters PLC
21 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 21, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced that 775,000 ordinary shares of Thomson Reuters PLC were purchased by Thomson Reuters Corporation on April 18, 2008. The shares were purchased in accordance with the previously announced pre-defined irrevocable agreement with its broker and represented the first purchase under the proposed buyback program of up to US$500 million over the course of the year. The average price paid was 1533.237 pence per share. The highest price per share paid was 1565 pence and the lowest price per share paid was 1498 pence.
As of April 18, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. All of the shares purchased under the buyback program will be transferred to Thomson Reuters PLC for cancellation.
RNS Number:8230S
Thomson Reuters PLC
22 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 22, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world's leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced that 209,827 ordinary shares of Thomson Reuters PLC were purchased by Thomson Reuters Corporation on April 21, 2008. The average price paid was 1546.77 pence per share. The highest price per share paid was 1550 pence and the lowest price per share paid was 1536 pence.
As of April 21, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. All of the shares purchased under the buyback program will be transferred to Thomson Reuters PLC for cancellation.
RNS Number:8963S
Thomson Reuters PLC
22 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 22, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced that 480,000 ordinary shares of Thomson Reuters PLC were purchased by Thomson Reuters Corporation on April 22, 2008. The average price paid was 1529.62 pence per share. The highest price per share paid was 1532 pence and the lowest price per share paid was 1520 pence.
As of April 22, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. All of the shares purchased under the buyback program will be transferred to Thomson Reuters PLC for cancellation.
1
RNS Number:9931S
Thomson Reuters PLC
23 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 23, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting,
scientific, healthcare, and media markets, today announced the re-purchase of 308,000 Thomson Reuters PLC ordinary shares on April 23, 2008. The average price paid was 1555.696 pence per share. The highest price per share paid was 1563
pence and the lowest price per share paid was 1550 pence.
As of April 23, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
RNS Number:0914T
Thomson Reuters PLC
24 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 24, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced the re-purchase of 240,000 Thomson Reuters PLC ordinary shares on April 24, 2008. The average price paid was 1556.48 pence per share. The highest price per share paid was 1560 pence and the lowest price per share paid was 1552 pence.
As of April 24, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
RNS Number:1828T
Thomson Reuters PLC
25 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 25, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced the re-purchase of 355,000 Thomson Reuters PLC ordinary shares on April 25, 2008. The average price paid was 1598.22 pence per share. The highest price per share paid was 1611 pence and the lowest price per share paid was 1578 pence.
As of April 25, 2008, Thomson Reuters PLC had 194,107,278 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
2
RNS Number:2870T
Thomson Reuters PLC
28 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 28, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world's leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced the re-purchase of 215,000 Thomson Reuters PLC ordinary shares on April 28, 2008. The average price paid was 1596.65 pence per share. The highest price per share paid was 1600 pence and the lowest price per share paid was 1588 pence.
As of April 28, 2008, Thomson Reuters PLC had 194,356,110 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
RNS Number:3883T
Thomson Reuters PLC
29 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 29, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced the re-purchase of 295,000 Thomson Reuters PLC ordinary shares on April 29, 2008. The average price paid was 1582.17 pence per share. The highest price per share paid was 1593 pence and the lowest price per share paid was 1570 pence.
As of April 29, 2008, Thomson Reuters PLC had 194,356,110 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
RNS Number:5084T
Thomson Reuters PLC
30 April 2008
Transaction in Thomson Reuters shares
NEW YORK, NY, April 30, 2008 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced the re-purchase of 420,000 Thomson Reuters PLC ordinary shares on April 30, 2008. The average price paid was 1571.74 pence per share. The highest price per share paid was 1586 pence and the lowest price per share paid was 1558 pence.
As of April 30, 2008, Thomson Reuters PLC had 194,356,110 ordinary shares outstanding. The re-purchased shares of Thomson Reuters PLC will be cancelled.
3
Large Shareholder RNS Announcements
TR-1: | NOTIFICATION OF MAJOR INTERESTS IN SHARES |
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
| THOMSON REUTERS PLC | |||
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2. Reason for the notification (please tick the appropriate box or boxes) | |||||
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An acquisition or disposal of voting rights |
| x | |||
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
| o | |||
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An event changing the breakdown of voting rights |
| o | |||
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Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) |
| o | |||
3. Full name of person(s) subject to the notification obligation: |
| ValueAct Capital Management, LLC
ValueAct Capital Management, L.P.
ValueAct Holdings GP, LLC
ValueAct Holdings L.P. |
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4. Full name of shareholder(s) (if different from 3.): |
| (i) ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Master Fund III, L.P. |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): |
| 17 April 2008 |
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6. Date on which issuer notified: |
| 18 April 2008 |
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7. Threshold(s) that is/are crossed or reached: |
| 3% |
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8. Notified details: |
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A: Voting rights attached to shares |
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Class/type |
| Situation previous to |
| Resulting situation after the triggering transaction |
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if possible |
| Number of |
| Number of |
| Number |
| Number of voting |
| % of voting rights |
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ISIN CODE |
| Shares |
| Rights (viii) |
| shares |
| Direct (x) |
| Indirect (xi) |
| Direct |
| Indirect |
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(i) Ordinary shares |
| Below 3% |
| Below 3% |
| 7,415,224 |
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| 7,415,224 |
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| 3.8 | % |
4
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial instrument |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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7,415,224 |
| 3.8% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
The ordinary shares are held by ValueAct Capital Master Fund, L.P. (6,110,254 ordinary shares, 3.2%) and ValueAct Capital Master Fund III, L.P. (1,304,970ordinary shares, 0.6%). VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P. VA Partners III, LLC is the general partner of ValueAct Capital Master Fund III, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P. and ValueAct Capital Master Fund III, L.P. ValueAct Capital Management, LLC is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC and VA Partners III, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.
Proxy Voting:
10. Name of the proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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5
TR-1: | NOTIFICATION OF MAJOR INTERESTS IN SHARES |
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
| THOMSON REUTERS PLC | ||||
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2. Reason for the notification (please tick the appropriate box or boxes) | ||||||
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An acquisition or disposal of voting rights |
| x | ||||
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
| o | ||||
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An event changing the breakdown of voting rights |
| o | ||||
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Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) |
| o | ||||
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3. Full name of person(s) subject to the notification obligation: | ValueAct Capital Master Fund, L.P. | |||||
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4. Full name of shareholder(s) (if different from 3.): |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): | 17 April 2008 | |||||
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6. Date on which issuer notified: | 18 April 2008 | |||||
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7. Threshold(s) that is/are crossed or reached: | 3% | |||||
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8. Notified details : |
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A: Voting rights attached to shares |
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Class/type |
| Situation previous to |
| Resulting situation after the triggering transaction |
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if possible |
| Number of |
| Number of |
| Number |
| Number of voting |
| % of voting rights |
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ISIN CODE |
| Shares |
| Rights (viii) |
| shares |
| Direct (x) |
| Indirect (xi) |
| Direct |
| Indirect |
|
(i) Ordinary shares |
| Below 3% |
| Below 3% |
| 6,110,254 |
| 6,110,254 |
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| 3.2 | % |
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6
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial instrument |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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6,110,254 |
| 3.2% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
The ordinary shares are held by ValueAct Capital Master Fund, L.P. (6,110,254 ordinary shares). VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P. VA Partners III, LLC is the general partner of ValueAct Capital Master Fund III, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P. and ValueAct Capital Master Fund III, L.P. ValueAct Capital Management, LLC is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC and VA Partners III, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.
Proxy Voting:
10. Name of the proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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7
TR-1: Notifications of Major Interests in Shares | |||
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | Thomson Reuters Group plc | ||
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2. Reason for notification (yes/no) | |||
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An acquisition or disposal of voting rights |
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Full name of person(s) subject to notification obligation: | Credit Suisse Securities (Europe) Limited | ||
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4. Full name of shareholder(s) (if different from 3): | Credit Suisse Securities (Europe) Limited Credit Suisse International Credit Suisse Securities (USA) LLC | ||
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5. Date of transaction (and date on which the threshold is crossed or reached if different): | 22.04.08 | ||
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6. Date on which issuer notified: | 21.04.08 | ||
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7. Threshold(s) that is/are crossed or reached: | 8% | ||
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8: Notified Details | |||
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A: Voting rights attached to shares | |||
Class/type of |
| Situation previous |
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| transaction |
| Resulting situation after the triggering transaction |
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| Number |
| Number |
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| Number of |
| Percentage of |
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If possible use ISIN |
| of |
| voting |
| Number |
| voting rights |
| voting rights |
| ||||
code |
| shares |
| rights |
| of shares |
| Direct |
| Indirect |
| Direct |
| Indirect |
|
ORD GBooB29MWZ99 |
| n/a |
| n/a |
| 16,342,885 |
| 16,342,885 |
| n/a |
| 8.41 | % |
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ADR US8851411012 |
| n/a |
| n/a |
| 1,800 |
| 1,800 |
| n/a |
| 0.0009 |
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8
B: Financial Instruments
Resulting situation after the triggering transaction
Type |
| Expiration |
| Exercise/ |
| No. of voting rights |
| Percentage of |
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Total (A+B)
Number of voting rights |
| Percentage of voting rights |
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16,344,685 |
| 8.42% |
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9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:
Credit Suisse Securities (Europe) Limited , Credit Suisse International and Credit Suisse Securities (USA) LLC are a division of Credit Suisse (“CSIBD”), which is part of the Credit Suisse Group (“CSG”). CSIBD is a segregated business unit within CSG with an independent management structure and exercises its voting rights independently from other divsions of CSG
Proxy Voting: | |
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10. Name of proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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9
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached | Thomson Reuters PLC | |
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2. Reason for the notification (please tick the appropriate box or boxes) |
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An acquisition or disposal of voting rights | x | |
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | o | |
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An event changing the breakdown of voting rights | o | |
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Other (please specify): | o | |
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3. Full name of person(s) subject to the notification obligation: | Bear, Stearns International Trading Limited | |
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4. Full name of shareholder(s) (if different from 3.): |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different: | 21/11/2008 | |
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6. Date on which issuer notified: | 23/11/2008 | |
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7. Threshold(s) that is/are crossed or reached: | Over 3% | |
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8. Notified details: |
| |
A: Voting rights attached to shares
Class/type of |
| Situation previous |
| Resulting situation after the triggering transaction |
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shares |
| Number |
| Number |
| Number of |
| Number of voting |
| % of voting rights |
| ||||
the ISIN CODE |
| of Shares |
| Rights |
| Direct |
| Direct |
| Indirect |
| Direct |
| Indirect |
|
GB00B29MWZ99 |
| Under 3% |
| Under 3% |
| 6,793,079 |
| 6,793,079 |
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| 3.503 | % |
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10
B: Financial Instruments
Resulting situation after the triggering transaction
Type of financial |
| Expiration |
| Exercise/ Conversion |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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6,793,079 | ` | 3.503% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
Proxy Voting:
10. Name of the proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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11
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | THOMSON REUTERS PLC | ||
|
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2. Reason for the notification (please tick the appropriate box or boxes) |
| ||
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An acquisition or disposal of voting rights | o | ||
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | o | ||
|
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An event changing the breakdown of voting rights | o | ||
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Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) SCHEME OF ARRANGEMENT | x | ||
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3. Full name of person(s) subject to the notification obligation: | Deutsche Bank AG | ||
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4. Full name of shareholder(s) (if different from 3.): | Deutsche Bank AG
Abbey Life Assurance Company Ltd
Deutsche Asset Management Investment GmbH
Deutsche Asset Management (Japan) Limited
Deutsche Investment Management Americas Inc.
DWS Investment SA, Luxembourg | ||
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): | n/a | ||
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6. Date on which issuer notified: | 22 April 2008 | ||
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7. Threshold(s) that is/are crossed or reached: | 3 to 8% | ||
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8. Notified details: |
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12
A: Voting rights attached to shares
Class/type |
| Situation previous |
| Resulting situation after the triggering transaction |
| ||||||||||
of shares |
| Number |
| Number |
| Number |
| Number of voting |
| % of voting rights |
| ||||
the ISIN CODE |
| of Shares |
| Rights(viii) |
| shares |
| Direct (x) |
| Indirect (xi) |
| Direct |
| Indirect |
|
GB0002369139 |
| n/a |
| n/a |
| 16,660,879 |
| 70,898 |
| 897,013 |
| 8.54 | % | 0.04 | % |
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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16,660,879 |
| 8.58% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
13
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached | Thomson Reuters PLC | |
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2. Reason for the notification (please tick the appropriate box or boxes) |
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An acquisition or disposal of voting rights | x | |
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | o | |
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An event changing the breakdown of voting rights | o | |
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Other (please specify): | o | |
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3. Full name of person(s) subject to the notification obligation: | Bear, Stearns International Trading Limited | |
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4. Full name of shareholder(s) (if different from 3.): |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different: | 28/04/2008 | |
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6. Date on which issuer notified: | 29/04/2008 | |
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7. Threshold(s) that is/are crossed or reached: | Over 4% | |
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8. Notified details: |
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A: Voting rights attached to shares
Class/type |
| Situation previous to |
| Resulting situation after the triggering transaction |
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of |
| the Triggering |
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shares |
| transaction |
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if possible |
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| Number of |
| Number of |
| Number of voting |
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using the |
| Number of |
| Voting |
| shares |
| rights |
| % of voting rights |
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ISIN CODE |
| Shares |
| Rights |
| Direct |
| Direct |
| Indirect |
| Direct |
| Indirect |
|
GB00B29MWZ99 |
| 6,064,286 |
| 6,064,286 |
| 8,165,619 |
| 8,165,619 |
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| 4.207 | % |
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14
B: Financial Instruments
Resulting situation after the triggering transaction
Type of financial |
| Expiration |
| Exercise/ Conversion |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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8,165,619 |
| 4.207% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
Proxy Voting:
10. Name of the proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | THOMSON REUTERS PLC | |
|
| |
2. Reason for the notification (please tick the appropriate box or boxes) |
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An acquisition or disposal of voting rights | x | |
|
| |
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
| |
|
| |
An event changing the breakdown of voting rights | o | |
15
Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) SCHEME OF ARRANGEMENT | o | |
|
| |
3. Full name of person(s) subject to the notification obligation: | Deutsche Bank AG | |
|
| |
4. Full name of shareholder(s) (if different from 3.): | Deutsche Bank AG
Abbey Life Assurance Company Ltd
Deutsche Asset Management Investment GmbH
Deutsche Asset Management (Japan) Limited
Deutsche Investment Management Americas Inc.
DWS Investment SA, Luxembourg | |
|
| |
5. Date of the transaction (and date on which the threshold is crossed or reached if different): | 25 April 2008 | |
|
| |
6. Date on which issuer notified: | 29 April 2008 | |
|
| |
7. Threshold(s) that is/are crossed or reached: | 8% | |
|
| |
8. Notified details: |
| |
A: Voting rights attached to shares
Class/type |
| Situation previous |
| Resulting situation after the triggering transaction |
| ||||||||||
of shares |
| Number |
| Number |
| Number |
| Number of voting |
| % of voting rights |
| ||||
the ISIN CODE |
| of Shares |
| Rights (viii) |
| shares |
| Direct (x) |
| Indirect (xi) |
| Direct |
| Indirect |
|
GB0002369139 |
| 16,660,879 |
| 16,660,879 |
| 15,476,477 |
| 15,476,477 |
| 70,898 |
| 7.92 | % | 0.04 | % |
16
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A+B)
Number of voting rights |
| % of voting rights |
|
15,476,477 |
| 7.96% |
|
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
Thomson Reuters PLC - Other RNS Announcements
Thomson Reuters PLC
17 April 2008
Thomson Reuters PLC
Announcement that the Scheme of Arrangement has Become Effective
The order made by the High Court on 16 April 2008 sanctioning the scheme of arrangement (the Scheme) to effect the acquisition of Reuters Group PLC has today been delivered to and registered by the Registrar of Companies. Accordingly, the Scheme has today become effective in accordance with its terms.
Reuters Group PLC shareholders are advised that as valid elections received for the Loan Note Option amounted to less than £20 million in aggregate nominal value of Loan Notes, the minimum level of elections required under the terms of the Offer, no Loan Notes will be issued. Shareholders validly electing for the Loan Note Option will therefore receive cash in accordance with the terms of the offer.
Dealings in Reuters Shares on the London Stock Exchange’s main market for listed securities and the list of the Reuters Shares on the Official List have been cancelled at Reuters request, with effect from 8.00 a.m. today. Dealings on the London Stock Exchange in Thomson Reuters PLC ordinary shares commenced at 8.00 a.m. today and dealings in Thomson Reuters ADSs will begin at 9.30 a.m. (Eastern Time).
CREST accounts were credited with Thomson Reuters PLC shares at 8.00 a.m. today. The latest date for despatch of cheques and share certificates and settlement through CREST in respect of the co nsideration due under the Scheme is 1 May 2008.
17
It is proposed that the nominal value of each ordinary share of Thomson Reuters PLC be reduced by 975 pence from £10 to 25 pence. It is currently expected that, subject to Court approval, such reduction will become effective on 22 April 2008.
Voting and Capital Rights as at 17 April 2008 in accordance with DTR 5.6.
As at 17 April 2008 Thomson Reuters PLC’s issued share capital of such class of share which is admitted to trading consisted of 194,107,278 ordinary shares of £10 each with voting rights. Thomson Reuters PLC does not hold any ordinary shares in treasury.
Therefore the total number of voting rights in Thomson Reuters PLC is 194,107,278.
The above figure of 194,107,278 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a ch ange to their interest in, Thomson Reuters PLC under the FSA’s Disclosure and Transparency Rules.
Capitalised terms used, but not defined, in this announcement have the meaning given to them in the circular in relation to the Scheme posted to Reuters Shareholders on 29 February 2008.
About Thomson Reuters
Thomson Reuters is the world 46;s leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the financial, legal, tax and accounting, scientific, healthcare and media markets, powered by the world’s most trusted news organization. With headquarters in New York and major operations in London and Eagan, Minnesota, Thomson Reuters employs more than 50,000 people in 93 countries. Thomson Reuters shares are listed on the New York Stock Exchange (NYSE: TRI); Toronto Stock Exchange (TSX: TRI); London Stock Exchange (LSE: TRIL); and Nasdaq (NASDAQ: TRIN). For more information, go to www.thomsonreuters.com.
17 April 2008
NOTICE TO NOTEHOLDERS FROM
REUTERS GROUP PLC
and
REUTERS FINANCE PLC
in respect of
JPY 1,000,000,000 FIXED RATE NOTES DUE 25 JUNE 2008
ISSUED BY REUTERS GROUP PLC
ISIN: XS0171205650
EUR 250,000,000 FLOATING RATE NOTES DUE 28 NOVEMBER 2008
ISSUED BY REUTERS GROUP PLC
ISIN: XS0276892303
EUR 500,000,000 4.625 PER CENT. GUARANTEED NOTES DUE 19 NOVEMBER 2010,
ISSUED BY REUTERS FINANCE PLC AND GUARANTEED BY REUTERS GROUP PLC
ISIN: XS0180277393
(the ‘Notes’)
To: Holders of the Notes processed through Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking, societe anonyme
Cc: Citibank, N.A. (as Agent)
21st Floor
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Attention: MTN Issuance Desk
Telefax: 020 7508 3875
Following the acquisition on Thursday 17 April 2008 by The Thomson Corporation of Reuters Group PLC by implementing a dual listed company structure, Thomson Reuters has two parent companies - The Thomson Corporation, renamed as Thomson Reuters Corporation (an Ontario company), and Thomson Reuters PLC (a UK company).
Effective upon closing, Reuters Group PLC became a wholly-owned subsidiary of Thomson Reuters PLC. Notes previously issued or guaranteed by Reuters Group PLC will continue to be obligations of the
18
same company. Reuters Group PLC will be renamed as Reuters Group Limited.
Cross guarantees - Thomson Reuters Corporation and Thomson Reuters PLC have each guaranteed all contractual obligations of the other company existing at the time of closing and other obligations as agreed. The cross guarantees will also cover contractual obligations of other parties to the extent they are guaranteed by one of the parent companies.
Downstream PLC guarantee - In addition, Thomson Reuters PLC has guaranteed all contractual obligations of Reuters Group PLC existing at the time of closing, including all contractual obligations of Reuters Finance PLC to the extent guaranteed by Reuters Group PLC. The result of this 'downstream' guarantee is that those obligations will be covered by Thomson Reuters Corporation's cross guarantee of Thomson Reuters PLC's obligations.
Through these cross guarantees and the downstream guarantee from Thomson Reuters PLC, Holders of the Notes are provided with credit support at both top company levels of Thomson Reuters. It is anticipated that both parent companies will have the same credit rating given they will be exposed to the credit risk of the other.
The cross guarantees and the downstream guarantee and financial information in respect of Thomson Reuters Corporation and Thomson Reuters PLC will be available for inspection at the specified office of the Agent.
For further information, please contact:
Name: Frank Golden
Senior Vice President
Thomson Reuters Investor Relations
Phone number: +1 203 539 8470
Email Frank.Golden@Thomson.com
Yours faithfully
REUTERS GROUP PLC
REUTERS FINANCE PLC
22 April 2008
Thomson Reuters PLC
Block Listing of Shares
Application has been made to The UK Listing Authority and the London Stock Exchange for a block listing of 5,256,642 Ordinary shares of 25p each under the Restricted Share Plan, the Discretionary Share Option Plan and the Save As You Earn Plan to trade on the London Stock Exchange and to be admitted to the Official List upon issuance. The shares shall rank pari passu with the existing issued shares of the Company.
Contact:
Elizabeth Maclean
Assistant Company Secretary
Tel no. 020 7542 6706
19
Thomson Reuters PLC
22 April 2008
Thomson Reuters PLC
Reduction of Capital Becomes Effective
NEW YORK, NY, April 22, 2008 – Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL: NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals in the financial, legal, tax and accounting, scientific, healthcare, and media markets, today announced that on April 21, 2008, the High Court sanctioned the proposed reduction of capital of Thomson Reuters PLC, reducing the nominal value of each of its ordinary shares (both issued and unissued) by 975 pence from 1,000 pence to 25 pence.
It is intended that the Court order will be delivered to the Registrar of Companies for registration, and the reduction will become effective today.
Contact:
Elizabeth Maclean
Thomson Reuters
elizabeth.maclean@thomsonreuters.com
Tel. no. +44 (0) 20 7542 6706
30 April 2008
Thomson Reuters PLC (the “Company”) – Voting Rights and Capital
Update as required for April 2008
In conformity with the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (DTR) provision DTR 5.6, the Company would like to notify the Market that as of 30 April 2008, the Company’s capital consists of 194,356,110 ordinary shares of 25 pence each. The Company holds no shares in Treasury.
Therefore, the total number of voting rights in the Company is194,356,110 ordinary shares.
The above figure (194,356,110) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FSA’s Disclosure and Transparency Rules.
Contact:
Elizabeth Maclean
Assistant Company Secretary
Thomson Reuters PLC
elizabeth.maclean@thomsonreuters.com
Tel. no. 020 7542 6706
20
REUTERS GROUP PLC RNS ANNOUNCEMENTS (APRIL 1-16, 2008)
Reuters Group PLC - Rule 2.10 RNS Announcements
Reuters Group PLC - Rule 2.10 Announcement
1 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 1 April 2008 it has 1,234,777,994 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel
21
Reuters Group PLC - Rule 2.10 Announcement
3 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 2 April 2008 it has 1,235,028,239 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
22
Reuters Group PLC - Rule 2.10 Announcement
4 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 3 April 2008 it has 1,234,378,917 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
23
Reuters Group PLC - Rule 2.10 Announcement
4 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 4 April 2008 it has 1,233,622,475 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
24
Reuters Group PLC - Rule 2.10 Announcement
7 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 7 April 2008 it has 1,233,297,670 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
25
Reuters Group PLC - Rule 2.10 Announcement
8 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 8 April 2008 it has 1,232,385,350 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
26
Reuters Group PLC - Rule 2.10 Announcement
9 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 9 April 2008 it has 1,231,385,350 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
27
Reuters Group PLC - Rule 2.10 Announcement
10 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 10 April 2008 it has 1,228,905,982 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
28
Reuters Group PLC - Rule 2.10 Announcement
11 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 11 April 2008 it has 1,227,407,729 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
29
Reuters Group PLC - Rule 2.10 Announcement
14 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 14 April 2008 it has 1,224,297,729 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
30
Reuters Group PLC - Rule 2.10 Announcement
15 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 15 April 2008 it has 1,225,308,117 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
31
Reuters Group PLC - Rule 2.10 Announcement
16 April 2008
Reuters Group PLC
Disclosure in accordance with Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Reuters Group PLC confirms that on 16 April 2008 it has 1,225,536,732 ordinary shares of 25 pence each in issue excluding shares held in Treasury and 1 (one) Founders Share of £1.00.
The ISIN reference for these securities is GB0002369139.
Rosemary Martin
General Counsel & Company Secretary
Reuters Group PLC
Tel No: 020 7542 2218
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the ‘Code’), if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of The Thomson Corporation (‘Thomson’) or of Reuters Group PLC (‘Reuters’), all ‘dealings’ in any ‘relevant securities’ of those companies (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional, lapses or is otherwise withdrawn or on which the ‘offer period’ otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ‘interest’ in ‘relevant securities’ of Thomson or Reuters, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ‘dealings’ in ‘relevant securities’ of Thomson or Reuters by Thomson or Reuters, or by any of their respective ‘associates’, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, you should consult the Panel.
32
Reuters Group PLC - Large Shareholder RNS Announcements
TR-1: | NOTIFICATION OF MAJOR INTERESTS IN SHARES |
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
| REUTERS GROUP PLC | |||
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2. Reason for the notification (please tick the appropriate box or boxes) | |||||
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An acquisition or disposal of voting rights |
| x | |||
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | o | ||||
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An event changing the breakdown of voting rights |
| o | |||
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Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) |
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3. Full name of person(s) subject to the notification obligation: |
| Deutsche Bank AG |
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4. Full name of shareholder(s) (if different from 3.): |
| Deutsche Bank AG
Abbey Life Assurance Company Ltd
Deutsche Bank Trust Company Americas
Deutsche Asset Management Investment GmbH
Deutsche Asset Management (Japan) Limited
Deutsche Investment Management Americas Inc.
Tilney Investment Management |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): |
| 2 April 2008 |
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6. Date on which issuer notified: |
| 4 April 2008 |
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7. Threshold(s) that is/are crossed or reached: |
| Aggregate Direct & Indirect 8% |
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8. Notified details: |
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A: Voting rights attached to shares
Class/type |
| Situation previous |
| Resulting situation after the triggering transaction |
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of shares |
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| Number |
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| Number of voting |
| % of voting rights |
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if possible using |
| Number |
| of Voting |
| Number |
| Direct (x) |
| Indirect |
| Direct |
| Indirect |
|
GB0002369139 |
| 97,458,027 |
| 98,355,040 |
| 98,842,668 |
| 97,993,040 |
| 849,628 |
| 7.94 | % | 0.07 | % |
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
98,842,668 |
| 8.01% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
34
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
| REUTERS GROUP PLC | ||||
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| ||||
2. Reason for the notification (please tick the appropriate box or boxes) | ||||||
| ||||||
An acquisition or disposal of voting rights |
| x | ||||
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
| o | ||||
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An event changing the breakdown of voting rights |
| o | ||||
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Other (please specify): New Exemption DTR 5.1.3 (4) & DTR 5.1.5 (1) |
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3. Full name of person(s) subject to the notification obligation: |
| Deutsche Bank AG | ||||
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4. Full name of shareholder(s) (if different from 3.): |
| Deutsche Bank AG
Abbey Life Assurance Company Ltd
Deutsche Bank Trust Company Americas
Deutsche Asset Management Investment GmbH
Deutsche Asset Management (Japan) Limited
Deutsche Investment Management Americas Inc.
DWS Investment S.A., Luxembourg Tilney Investment Management | ||||
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): |
| 7 April 2008 | ||||
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6. Date on which issuer notified: |
| 8 April 2008 | ||||
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7. Threshold(s) that is/are crossed or reached: |
| Direct 8% | ||||
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8. Notified details: |
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35
A: Voting rights attached to shares
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| Situation previous |
| Resulting situation after the triggering transaction |
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Class/type |
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| Number of voting |
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of shares |
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| Number |
| Number |
| rights (ix) |
| % of voting rights |
| ||||
if possible using |
| Number |
| of Voting |
| of |
| Direct (x) |
| Indirect |
| Direct |
| Indirect |
|
GB0002369139 |
| 97,993,040 |
| 98,842,668 |
| 99,769,351 |
| 98,908,796 |
| 860,555 |
| 8.02 |
| 0.07 |
|
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of financial |
| Expiration |
| Exercise/ |
| Number of voting |
| % of voting |
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Total (A+B)
Number of voting rights |
| % of voting rights |
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99,769,351 |
| 8.09% |
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9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
36
Reuters Group PLC – Block Listing RNS Announcement
8 April 2008
Reuters Group PLC
Block Listing of Shares
Application has been made to The UK Listing Authority and the London Stock Exchange for a block listing of 280,000 Ordinary shares of 25p each under the Discretionary Share Option Plan to trade on the London Stock Exchange and to be admitted to the Official List upon issuance. The shares shall rank pari passu with the existing issued shares of the Company.
Contact:
Daragh Fagan
General Counsel, EMEA
Tel no. 020 7542 1703
9 April 2008
Reuters Group PLC
Block Listing of Shares
Application has been made to The UK Listing Authority and the London Stock Exchange for a block listing of 280,000 Ordinary shares of 25p each under the Discretionary Share Option Plan to trade on the London Stock Exchange and to be admitted to the Official List upon issuance. The shares shall rank pari passu with the existing issued shares of the Company.
Contact:
Daragh Fagan
General Counsel, EMEA
Tel no. 020 7542 1703
Reuters Group PLC - Directors’ Dealing RNS Announcement
NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS
This notification relates to a transaction by a director of Reuters Group PLC, a subsidiary of Thomson Reuters PLC following the scheme of arrangement of Reuters Group PLC becoming effective on 17 April 2008. The transaction which is the subject of this notification occurred before trading in the shares of Thomson Reuters PLC had commenced.
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
(1) |
| An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. |
(2) |
| An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. |
(3) |
| An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. |
(4) |
| An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. |
37
Please complete all relevant boxes should in block capital letters.
1 |
| Name of the issuer |
| 2. |
| State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or |
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3. |
| Name of person discharging managerial responsibilities/director |
| 4. |
| State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person |
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5. |
| Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest |
| 6. |
| Description of shares (including class), debentures or derivatives or financial instruments relating to shares |
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7. |
| Name of registered shareholder(s) and, if more than one, the number of shares held by each of them |
| 8. |
| State the nature of the transaction |
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9. |
| Number of shares, debentures or financial instruments relating to shares acquired |
| 10. |
| Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) |
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11. |
| Number of shares, debentures or financial instruments relating to shares disposed |
| 12. |
| Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) |
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13. |
| Price per share or value of transaction |
| 14. |
| Date and place of transaction |
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15. |
| Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) |
| 16. |
| Date issuer informed of transaction |
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If a person discharging managerial responsibilities has been granted options by the issuer complete the boxes
17. |
| Date of grant |
| 18. |
| Period during which or date on which it can be exercised |
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19. |
| Total amount paid (if any) for the grant of the option |
| 20. |
| Description of shares or debentures involved (class and number) |
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21. |
| Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise |
| 22. |
| Total number of shares or debentures over which options held following notification |
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23. |
| Any additional information |
| 24. |
| Name of contract and telephone number for queries |
Name and signature of duly authorised officer of issuer responsible for making notification |
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Date of notification |
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39