EX-99.1 2 ex99_1.htm RNS ANNOUNCEMENTS FOR MARCH 2009 ex99_1.htm

Exhibit 99.1

April 2, 2009

Thomson Reuters previously furnished to the SEC and filed with the Canadian securities regulatory authorities certain announcements that it made in March 2009 in the United Kingdom via RNS, a Regulatory Information Service. Included below are certain other RNS announcements made during March 2009.

THOMSON REUTERS PLC – RNS ANNOUNCEMENTS

Large Shareholder RNS Announcements

TR-1: Notifications 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 notification (yes/no)
 
An acquisition or disposal of voting rights
 
Yes
 
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached 
 
No
 
An event changing the breakdown of voting rights
 
No
 
Other (please specify):______________
 
No
 
3. Full name of person(s) subject to notification obligation:
 
Royal Bank of Canada
 
4. Full name of shareholder(s) (if different from 3):
Phillips, Hager & North Investment Management Ltd.
RBC Asset Management Inc.
RBC Trustees (CI) Ltd.
Royal Bank of Canada
 
5. Date of transaction (and date on which the threshold is crossed or reached if different):
 
March 4, 2009
 
6. Date on which issuer notified:
 
March 6, 2009
 
7. Threshold(s) that is/are crossed or reached:
 
8%

 
1

 
 
8: Notified Details
A: Voting rights attached to shares
Class/type of shares
Situation previous to the triggering transaction
Resulting situation after the triggering transaction
If possible use ISIN code
Number of shares
Number of voting rights
Number of shares
Number of voting rights
Percentage of voting rights
       
Direct
Indirect
Direct
Indirect
Ordinary Shares
ISIN: GB00B29MWZ99
14,454,614
14,454,614
14,601,274
0
14,601,274
0%
100%

B: Financial Instruments
 
Resulting situation after the triggering transaction
 
Type of financial instrument
Expiration date
Exercise/ conversion period/date 
No. of voting rights that may be acquired (if the instrument exercised/converted)
Percentage of voting rights
N/A
       


Total (A+B)
 
Number of voting rights
Percentage of voting rights
14,601,274
8.06%

9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:
Phillips, Hager & North Investment Management Ltd. indirectly holds 4,754,361 ordinary shares or 2.62% of the voting rights; Phillips, Hager & North Investment Management Ltd. is a wholly owned subsidiary of RBC PH&N Holdings Inc. which is a wholly owned subsidiary of Royal Bank Holding Inc. which is a wholly owned subsidiary of Royal Bank of Canada.
 
RBC Asset Management Inc. indirectly holds 9,844,936 ordinary shares or 5.43% of the voting rights; RBC Asset Management Inc. is a wholly owned subsidiary of Royal Bank Holding Inc. which is a wholly owned subsidiary of Royal Bank of Canada.
 
RBC Trustees (CI) Ltd. indirectly holds 1,977 ordinary shares or 0.001% of the voting rights; RBC Trustees (CI) Ltd. is a wholly owned subsidiary of RBC Finance B.V. which is a wholly owned subsidiary of Royal Bank of Canada. 

Proxy Voting:
 
10. Name of proxy holder:
 
N/A
11. Number of voting rights proxy holder will cease to hold:
 
N/A
12. Date on which proxy holder will cease to hold voting rights:
 
N/A
 
 
2

 

TR-1: Notifications 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 notification (yes/no)
 
An acquisition or disposal of voting rights
Yes
 
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached 
No
 
An event changing the breakdown of voting rights
No
 
Other (please specify):______________
No
 
3. Full name of person(s) subject to notification obligation:
The Woodbridge Company Limited
 
4. Full name of shareholder(s) (if different from 3):
N/A
 
5. Date of transaction (and date on which the threshold is crossed or reached if different):
25 March 2009
 
6. Date on which issuer notified:
26 March 2009
 
7. Threshold(s) that is/are crossed or reached:
9%


8: Notified Details
A: Voting rights attached to shares
 
Class/type of shares
Situation previous to the triggering transaction
Resulting situation after the triggering transaction
If possible use ISIN code
Number of shares
 
Number of voting rights
Number of shares
Number of voting rights
Percentage of voting rights
       
 
Direct
 
Indirect
 
Direct
 
Indirect
Ordinary Shares
14,842,487
14,842,487
16,192,487
16,192,487
N/A
8.935%
N/A
American Depositary Shares (each representing six Ordinary Shares)
88,800
532,800
88,800
532,800
N/A
0.294%
N/A

 
3

 
 
B: Financial Instruments
 
Resulting situation after the triggering transaction
 
Type of financial instrument
Expiration date
Exercise/ conversion period/date 
No. of voting rights that may be acquired (if the instrument exercised/converted)
Percentage of voting rights
N/A
N/A
N/A
 
N/A
N/A


Total (A+B)
 
Number of voting rights
Percentage of voting rights
16,725,287
9.229%
Note: The disclosures in this section 8 relate only to holdings in Thomson Reuters PLC and not Thomson Reuters Corporation. However, under Thomson Reuters dual listed company structure, holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares ordinarily vote together as a single decision-making body, including in the election of directors, and in that sense have voting interests in Thomson Reuters. See further section 13 (Additional Information) below.

9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:
The Woodbridge Company Limited and other companies affiliated with it.

Proxy Voting:
 
10. Name of proxy holder:
 
N/A
11. Number of voting rights proxy holder will cease to hold:
 
N/A
12. Date on which proxy holder will cease to hold voting rights:
 
N/A
13. Additional information:
 
The Woodbridge Company Limited and other companies affiliated with it (together, "Woodbridge") also beneficially owned an aggregate of 438,418,486 Thomson Reuters Corporation common shares as at 25 March 2009. Under Thomson Reuters dual listed company structure, holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares ordinarily vote together as a single decision-making body, including in the election of directors, and in that sense have voting interests in Thomson Reuters. Woodbridge had a voting interest in Thomson Reuters of approximately 55 per cent. based on the aggregate issued share capital of Thomson Reuters Corporation and Thomson Reuters PLC as at 25 March 2009.
 
 
4

 
 
Other RNS Announcements

Thomson Reuters PLC

Notification of Transactions of Directors/Persons
Discharging Managerial Responsibility or Connected Persons

NEW YORK, NY - March 4, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that long-term incentive awards of performance restricted share units (PRSUs) and stock options were granted on March 3, 2009 to the following individuals:

Name
Title
PRSUs
Options
Thomas H. Glocer
Chief Executive Officer
77,070
366,960
Robert D. Daleo
EVP and Chief Financial Officer
39,780
189,400
James C. Smith
Chief Executive Officer, Professional division
39,780
189,400
Devin Wenig
Chief Executive Officer, Markets division
39,780
189,400
 
PRSUs will vest on March 1, 2012 upon completion of a three-year performance cycle (2009-2011) and will entitle holders to receive Thomson Reuters Corporation common shares if threshold performance goals are met. The final number of PRSUs that vest will vary from 0% to 200% of the initial number awarded, based 50% on Thomson Reuters adjusted EPS growth and 50% on its return on invested capital (ROIC) performance at the end of the three-year period. PRSUs will also accumulate additional units based on notional equivalents of dividends paid on Thomson Reuters Corporation common shares. The accumulated dividends, which are credited only on the shares actually earned, will be paid at the time that underlying shares are distributed.

Options will vest 25% per year over four years. The exercise price for the options granted is US$23.25 per share, which was the closing price of Thomson Reuters Corporation's common shares on the New York Stock Exchange on March 2, 2009.  The options will expire 10 years from the grant date. 

In addition, Mr. Daleo received 8,048 Thomson Reuters Corporation common shares today in connection with the vesting of PRSUs previously granted to him as long-term incentive awards for the three-year performance period that ended on December 31, 2008. Mr. Daleo also recently received an additional 5,485 common shares in connection with the vesting of certain time-based restricted share units (TRSUs) previously granted to him.  

Today, Mr. Smith received 10,770 Thomson Reuters Corporation deferred share units in lieu of common shares in connection with the vesting of PRSUs previously granted to him for the three-year performance period that ended on December 31, 2008. Mr. Smith also recently received 6,768 common shares in connection with the vesting of certain TRSUs previously granted to him. Mr. Smith has transferred 180,875 options previously granted to him to his former spouse pursuant to a property settlement agreement. Mr. Smith is no longer the beneficial owner of these options.  

Mr. Wenig purchased 326 Thomson Reuters Corporation common shares under an employee stock purchase plan. 

The table below sets forth information as of March 4, 2009 about each individual's beneficial ownership of Thomson Reuters securities following these transactions:

 
5

 
 
Name
 
Common Shares - Thomson Reuters Corp.
   
Ordinary Shares - Thomson
Reuters PLC (1)
   
PRSUs/RSUs - Thomson
Reuters Corp.
   
Options -
Thomson
Reuters Corp.
   
Deferred share units - Thomson Reuters Corp.
 
Thomas H. Glocer
    --       650,231       832,666       670,170       --  
Robert D. Daleo
    18,900       9,600       347,789       1,219,730       69,657  
James C. Smith
    11,936       --       253,285       793,335       57,291  
Devin Wenig
    326       395,994       493,479       345,900       --  

(1) Includes American Depositary Shares (ADSs), each of which represents six ordinary shares. 

Thomson Reuters also reported that one of its directors, John M. Thompson, purchased 1,900 ADSs at an average price per ADS of $118.36 on March 3, 2009. Following this purchase, Mr. Thompson beneficially owns 6,855 Thomson Reuters Corporation common shares, 1,900 Thomson Reuters PLC ADSs and 15,666 Thomson Reuters Corporation deferred share units.

The holdings of each individual are less than 1% of the issued share capital of either Thomson Reuters Corporation or Thomson Reuters PLC.

Thomson Reuters is voluntarily making this notification relating to securities of Thomson Reuters Corporation. Under its dual listed company structure, Thomson Reuters has two parent companies - Thomson Reuters Corporation and Thomson Reuters PLC. This notification relates to a transaction notified in accordance with Disclosure Rule and Transparency Rule 3.1.4R(1)(a).
 
Contacts:

Fred Hawrysh 
Senior Vice President, Corporate Affairs 
1.646 223 5285
fred.hawrysh@thomsonreuters.com
Frank Golden
Senior Vice President, Investor Relations 
1.646 223 5288
frank.golden@thomsonreuters.com
 
Victoria Brough
Head of Corporate Communications, EMEA
+44 (0) 207 542 8763
victoria.brough@thomsonreuters.com
 
 
 
Thomson Reuters PLC 
 
Notification of Transactions
 
NEW YORK, NY - March 17, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that The Woodbridge Company Limited engaged in the following transactions involving common shares  of  Thomson  Reuters Corporation. 

Date
Type of Transaction
Type of Security
Number of Securities
Price Per Security
March 12, 2009
Donation
Common Shares
48,000
C$31.30
March 12, 2009
Purchase
Common Shares
49,000
C$31.30

 
6

 
 
Thomson Reuters was notified of the above transactions on March 16, 2009.
 
Following these transactions, The Woodbridge Company Limited and other companies affiliated with it (together,  "Woodbridge") beneficially own 439,768,486 Thomson Reuters Corporation common shares, 14,842,487 Thomson Reuters PLC ordinary shares and 88,800 Thomson Reuters PLC American Depositary Shares (each representing six ordinary shares of Thomson Reuters PLC). Under the DLC structure, holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares ordinarily vote together as a single decision-making body, including in the election of directors, and in that sense have voting interests in Thomson Reuters. Following these transactions, Woodbridge has a voting interest in Thomson Reuters of approximately 55% as at March 13, 2009 based on the aggregate issued share capital of Thomson Reuters Corporation and Thomson Reuters PLC.  The Woodbridge Company Limited is the controlling shareholder of Thomson Reuters and certain of the Thomson Reuters non-executive directors are officers of Woodbridge.  Thomson Reuters is voluntarily making a notification relating to securities of Thomson Reuters Corporation.
 
Contact:
David W. Binet
Secretary to the Board
Thomson Reuters

david.binet@thomsonreuters.com
+1 416.681.0474


 
Thomson Reuters PLC 
 
Notification of Transactions
 
NEW YORK, NY - March 19, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that The Woodbridge Company Limited engaged in the following transactions involving common shares of Thomson Reuters Corporation.
 
Date
Type of Transaction
Type of Security
Number of Securities
Price Per Security
March 18, 2009
Donation
Common Shares
13,500
C$31.95
March 18, 2009
Purchase
Common Shares
13,500
C$31.95
 
Thomson Reuters was notified of the above transactions on March 18, 2009.
 
Following these transactions, The Woodbridge Company Limited and other companies affiliated with it (together, "Woodbridge") beneficially own 439,768,486 Thomson Reuters Corporation common shares, 14,842,487 Thomson Reuters PLC ordinary shares and 88,800 Thomson Reuters PLC American Depositary Shares (each representing six ordinary shares of Thomson Reuters PLC). Under the DLC structure, holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares ordinarily vote together as a single decision-making body, including in the election of directors, and in that sense have voting interests in Thomson Reuters. Following these transactions, Woodbridge has a voting interest in Thomson Reuters of approximately 55% as at March 13, 2009 based on the aggregate issued share capital of Thomson Reuters Corporation and Thomson Reuters PLC. The Woodbridge Company Limited is the controlling shareholder of Thomson Reuters and certain of the Thomson Reuters non-executive directors are officers of Woodbridge. Thomson Reuters is voluntarily making a notification relating to securities of Thomson Reuters Corporation.

 
7

 
 
Contact:
David W. Binet
Secretary to the Board
Thomson Reuters

david.binet@thomsonreuters.com
+1 416.681.0474


 
Thomson Reuters PLC 
 
Notification of Transactions
 
NEW YORK, NY - March 27, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that The Woodbridge Company Limited engaged in the following transactions involving sales of Thomson Reuters Corporation common shares and purchases of Thomson Reuters PLC ordinary shares. 

Date
Type of Transaction
Type of Security
Number of Securities
Price Per Security
March 25, 2009
Sale
Common Shares
1,350,000
C$31.93
March 25, 2009
Purchase
Ordinary Shares
1,350,000
1,582 pence
 
Thomson Reuters was notified of the above transactions on March 26, 2009.
 
Following these transactions, The Woodbridge Company Limited and other companies affiliated with it (together, "Woodbridge") beneficially own 438,418,486 Thomson Reuters Corporation common shares, 16,192,487 Thomson Reuters PLC ordinary shares and 88,800 Thomson Reuters PLC American Depositary Shares (each representing six ordinary shares of Thomson Reuters PLC). Under the DLC structure, holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares ordinarily vote together as a single decision-making body, including in the election of directors, and in that sense have voting interests in Thomson Reuters. Following these transactions, Woodbridge has a voting interest in Thomson Reuters of approximately 55% as at March 25, 2009 based on the aggregate issued share capital of Thomson Reuters Corporation and Thomson Reuters PLC.  The Woodbridge Company Limited is the controlling shareholder of Thomson Reuters and certain of the Thomson Reuters non-executive directors are officers of Woodbridge.  Thomson Reuters is voluntarily making a notification relating to securities of Thomson Reuters Corporation.
 
Contact:
David W. Binet
Secretary to the Board
Thomson Reuters

david.binet@thomsonreuters.com
+1 416.681.0474


 
8

 
 
Thomson Reuters – Voting Rights and Capital

Update for March 2009

NEW YORK, NY – March 31, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that:

·  
Thomson Reuters PLC had 181,229,241 ordinary shares issued and outstanding as of the close of business (London time) on March 31, 2009; and
 
·  
Thomson Reuters Corporation had 647,102,492 common shares issued and outstanding as of the start of business (Toronto time) on March 30, 2009.
 

Under its dual listed company (DLC) structure, Thomson Reuters has two parent companies – Thomson Reuters Corporation and Thomson Reuters PLC. Holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares both have a stake in Thomson Reuters, with cash dividend, capital distribution and voting rights that are comparable to the rights they would have if they were holding shares in one company carrying on Thomson Reuters business. Thomson Reuters had a total of 828,331,733 common shares and ordinary shares issued and outstanding as of today.

Shareholders determining whether they need to notify their voting interest in, or a change in their voting interest in, Thomson Reuters PLC under the UK FSA’s Disclosure and Transparency Rules may use 181,229,241 as the denominator for their calculations. Shareholders with notification requirements in the United Kingdom may also wish to consult with their legal advisors regarding any applicable U.S. or Canadian filings or notifications regarding their Thomson Reuters voting interests.

Thomson Reuters holds no shares in treasury at this time.

This notification is made in accordance with Disclosure and Transparency Rule 5.6.1.

Contact:

Elizabeth Maclean
Assistant Company Secretary
Thomson Reuters PLC
elizabeth.maclean@thomsonreuters.com
Tel. no. 020 7542 6706
 
 
9