formf-3dpos.htm
As
filed with the Securities and Exchange Commission on November 24,
2009
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Registration
No. 333-150560
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post
Effective Amendment No. 1 to
Form
F-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
THOMSON
REUTERS CORPORATION
(Exact
name of Registrant as specified in its charter)
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Ontario,
Canada
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98-0176673
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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3
Times Square
New
York, New York 10036
(646)
223-4000
(Address
and telephone number of Registrant’s principal executive offices)
Thomson
Reuters Holdings Inc.
Attn:
Deirdre Stanley, Executive Vice President and General Counsel
3
Times Square
New
York, New York 10036, United States
(646)
223-4000
(Name,
address and telephone number of agent for service)
Copies
to:
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Deirdre
Stanley, Executive Vice President and General Counsel
Thomson
Reuters Corporation
3
Times Square
New
York, New York 10036
(646)
223-4000
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Andrew
J. Beck, Esq. and
Daniel P. Raglan, Esq.
Torys
LLP
237
Park Avenue
New
York, New York 10017-3142
(212)
880-6000
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Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the
only securities being registered on this Form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following
box. x
If any of
the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement (File No.
333-150560) is being filed to reflect the closing of the unification of Thomson
Reuters dual listed company structure on September 10,
2009.
40,000,000
Shares
Thomson
Reuters Corporation
AMENDED
AND RESTATED DIVIDEND REINVESTMENT PLAN
This
prospectus covers 40,000,000 common shares of Thomson Reuters Corporation
issuable under our amended and restated dividend reinvestment plan which
provides holders of our common shares with a simple and convenient method of
investing cash dividends declared on our common shares in additional common
shares of Thomson Reuters Corporation.
Under the
amended and restated dividend reinvestment plan, holders of our common shares
resident in Canada, the United States and the United Kingdom (and certain other
eligible jurisdictions) may opt to have any cash dividends declared on their
common shares reinvested in newly issued common shares, without paying any
brokerage commissions or service charges. The price of the common shares to be
issued under the plan is calculated based on the weighted average trading price
of our common shares on the Toronto Stock Exchange during the five trading days
immediately preceding the record date for each dividend payment. Our common
shares are listed on both the New York Stock Exchange and the Toronto Stock
Exchange under the symbol “TRI”. On November 23, 2009, the closing price for our
common shares on the Toronto Stock Exchange was C$32.96 and the closing price
for our common shares on the New York Stock Exchange was US$31.21.
We
presently pay quarterly dividends on our common shares. The rate at which we pay
dividends takes into account all factors that our board considers relevant from
the perspective of our company, including our available cash flow, financial
condition and capital requirements. Our dividend policy is reviewed annually by
the board and the decision to declare dividends is at the discretion of our
board.
We cannot
estimate the anticipated proceeds from the issuance of common shares under the
plan, which will depend upon the market price of our common shares, the extent
of shareholder participation in the plan and other factors.
Our
dividend reinvestment plan was initially adopted by our board of directors in
April 1989. On May 1, 2002, our board of directors approved an
amendment to the dividend reinvestment plan to provide, among other things, for
the participation of registered holders of common shares resident in the United
States. On April 30, 2008, our board of directors approved the filing
of a prospectus to, among other things, register additional common shares
issuable pursuant to the dividend reinvestment plan. On June 23,
2009, our board of directors approved the filing of an amendment to the dividend
reinvestment plan to reflect the unification of our dual listed company
structure on September 10, 2009.
Investing
in our common shares involves risks. See “Special Note Regarding Forward-Looking
Statements” on page 11 of this prospectus. See also “Risk Factors” on page 5 of
this prospectus for a discussion of certain factors relevant to an investment in
our common shares.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date
of this prospectus is November 24, 2009.
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WHERE YOU CAN FIND MORE INFORMATION
We are
subject to the information requirements of the U.S. Securities Exchange Act of
1934, as amended, which we refer to as the Exchange Act, and, accordingly, file
reports with and furnish other information to the Securities and Exchange
Commission (the “Commission”). Under the multi-jurisdictional disclosure system
adopted by the United States, these reports and other information (including
financial information) may be prepared, in part, in accordance with the
disclosure requirements of Canada, which differ from those in the United States.
The reports and other information we file with or furnish to the Commission in
accordance with the Exchange Act can be inspected and copied, at prescribed
rates, at the public reference room maintained by the Commission at 100 F
Street, N.E., Washington, D.C. 20549. You may call the Commission at
1-800-SEC-0330 for more information on the operation of the public reference
room. The Commission maintains a website at www.sec.gov that contains
reports and other information that we file or furnish electronically with the
Commission. You can also find information about Thomson Reuters on our
website at www.thomsonreuters.com. However, any information that is
included on or linked to our website is not a part of this
prospectus.
We have
filed with the Commission under the U.S. Securities Act of 1933, as amended, a
registration statement on Form F-3 relating to our plan of which this
prospectus is a part. This prospectus does not contain all of the
information set forth in such registration statement, and you should refer to
the registration statement and its exhibits to read that information. For
further information about us and our common shares, you are encouraged to refer
to the registration statement and to the schedules and exhibits filed with
it. Statements contained in this prospectus as to the provisions of
documents filed as exhibits are not necessarily complete, and in each instance
reference is made to the copy so filed which is included as an exhibit to the
registration statement and each such statement in this prospectus is qualified
in all respects by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The
Commission allows us to “incorporate by reference” into this prospectus certain
documents that we file with or furnish to the Commission. This means that
we can disclose important information to you by referring to those
documents. The information incorporated by reference is considered to be
an important part of this prospectus, and later information that we file with
the Commission will automatically update and supersede that information.
The following documents, which we have filed with or furnished to the
Commission, are specifically incorporated by reference in this
prospectus:
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The
description of our common shares contained in our registration statement
on Form 40-F filed on December 11, 1998, as updated by our management
information circular dated July 8, 2009 and any amendments or reports
filed for the purpose of updating such
description;
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Our
annual report on Form 40-F for the year ended December 31, 2008 dated
March 30, 2009;
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Our
management information circular dated March 30,
2009;
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Our
management information circular dated July 8,
2009;
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Our
unaudited comparative consolidated financial statements for the nine
months ended September 30, 2009;
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Our
management’s discussion and analysis for the nine months
ended September 30, 2009.
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In
addition, all other annual reports filed by us with the Commission on Form 20-F,
Form 40-F or Form 10-K, all subsequent filings by us on Form 10-Q and Form
8-K and any Form 6-K filed or furnished by us that is identified in such
form as being incorporated by reference into the registration statement of which
this prospectus forms a part, in each case subsequent to the date of this
prospectus and prior to the termination of this offering, are incorporated by
reference into this prospectus as of the date of the filing of such
documents. We will deliver to each person eligible to participate in the
plan, including any beneficial owner, to whom this prospectus has been
delivered, copies of the documents incorporated by reference in this prospectus,
but not delivered with this prospectus, upon written or oral request, without
charge. Requests should be directed to us at:
Thomson
Reuters
Attn:
Investor Relations Department
3 Times
Square
New York,
New York 10036
Telephone:
(646) 223-4000
You may
also inspect information about Thomson Reuters at the offices of the NYSE
Euronext at 20 Broad Street, New York, New York 10005.
Our
company is a “foreign private issuer” as defined in the Exchange Act. As a
result, our proxy solicitations are not subject to the disclosure and procedural
requirements of Regulation 14A under the Exchange Act and transactions in our
common shares by our officers and directors are exempt from Section 16 of
the Exchange Act.
Any
statement contained in a document incorporated by reference in this prospectus
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained herein or therein or in any other later
filed document which also is incorporated by reference in this prospectus
modifies or supersedes that statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES IN THE UNITED
STATES
We are
incorporated under the laws of the Province of Ontario, Canada. Some of
our assets are located outside of the United States and some of our directors
and officers, as well as some of the experts named in this prospectus, are
residents of Canada or the United Kingdom. As a result, it may be
difficult for U.S. investors to:
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effect
service within the United States upon us or those directors, officers and
experts who are not residents of the United States;
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realize
in the United States upon judgments of courts of the United States
predicated upon the civil liability provisions of the United States
federal securities laws.
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The
risks and uncertainties below represent the risks that our management believes
are material. If any of the events or developments discussed below actually
occurs, our business, financial condition or results of operations could be
adversely affected. Other factors not presently known to us or that we presently
believe are not material could also affect our future business and
operations.
Risks
and uncertainties relating to our business and operations are also discussed in
the materials that we file with or furnish to securities regulatory
authorities in Canada and the United States from time to time, including our
current annual information form, which is contained in our annual report on
Form 40-F, incorporated herein by reference.
We
may be adversely affected by a further deterioration in the markets that we
serve.
Our
performance depends on the financial health and strength of our customers, which
in turn is dependent on the general economies in our major markets in North
America, Europe and Asia. The current global economic crisis has caused
disruptions and volatility in financial markets in particular. A continued
downturn in the financial markets, a prolonged recession in one or more of the
countries in which we operate or significant trading market disruptions or
suspensions could adversely affect our business. In 2008, we derived
approximately 59% of our pro forma revenues from our financial businesses. The
deepening economic crisis has also impacted the legal industry, causing a number
of law firms to increase their focus on reducing costs. Continued cost-cutting
by any of our customer segments in response to the current economic climate may
also adversely affect our financial results.
We
operate in highly competitive markets and may be adversely affected by this
competition.
The
information and news industries are highly competitive. Many of our principal
competitors have substantial financial resources, recognized brands,
technological expertise and market experience. Our competitors are also
enhancing their products and services, developing new products and services and
investing in technology to better serve the needs of their existing customers
and to attract new customers. Our competitors may acquire additional businesses
in key sectors that will allow them to offer a broader array of products and
services. We may also face increased competition from Internet service companies
and search providers that could pose a threat to some of our businesses by
providing more in-depth offerings, adapting their products and services to meet
the demands of their customers or combining with one of their traditional
competitors to enhance their products and services. Competition may require us
to reduce the price of our products and services or make additional capital
investments that would adversely affect profit margins. If we are unable or
unwilling to do so, we may lose market share and our financial results may be
adversely affected. In addition, some of our customers have in the past and may
decide again to develop independently certain products and services that they
obtain from us, including through the formation of consortia. To the extent that
customers become more self-sufficient, demand for our products and services of
may be reduced which may adversely affect our financial
results.
Increased
accessibility to free or relatively inexpensive information sources may reduce
demand for our products and services.
In recent
years, more public sources of free or relatively inexpensive information have
become available, particularly through the Internet, and this trend is expected
to continue. For example, some governmental and regulatory agencies have
increased the amount of information they make publicly available at no cost. In
addition, “open source” software that is available for free may provide some
functionality similar to that in some of our products. Public sources of free or
relatively inexpensive information may reduce demand for our products and
services. Although we believe our information is more valuable and enhanced
through analysis, tools and applications that are embedded into customers’
workflows, our financial results may be adversely affected if our customers
choose to use these public sources as a substitute for our products or
services.
If
we are unable to develop new products, services, applications and
functionalities to meet our customers’ needs, attract new customers or expand
into new geographic markets, our ability to generate revenues may be adversely
affected.
Our
growth strategy involves developing new products, services, applications and
functionalities to meet our customers’ needs for intelligent information
solutions and maintaining a strong position in the sectors that we serve. As the
information and news services industries undergo rapid evolution, we must be
able to anticipate and respond to our customers’ needs in order to improve our
competitiveness. In addition, we plan to grow by attracting new customers and
expanding into new geographic markets. It may take us a significant amount of
time and expense to develop new products, services, applications and
functionalities to meet needs of customers, attract new customers or expand into
new geographic markets. If we are unable to do so, our ability to generate
revenues may be adversely affected.
We
generate a significant percentage of our revenues from subscription-based
arrangements, and our ability to generate higher revenues is dependent in part
on maintaining a high renewal rate.
In 2008,
86% of our pro forma revenues were derived from subscriptions or similar
contractual arrangements, which result in recurring revenues. Our subscription
arrangements are most often for a term of one year or renew automatically under
evergreen arrangements. With appropriate notice, however, certain arrangements
are cancelable quarterly, particularly within our Markets division. In addition,
the renewals of longer term arrangements are often at the customer’s option. In
order to generate higher revenues, we are dependent on a significant number of
our customers to renew their arrangements with us. Our revenues could also be
lower if a significant number of our customers renewed their arrangements with
us, but reduced the amount of their spending.
We
rely heavily on network systems and the Internet and any failures or disruptions
may adversely affect our ability to serve our customers.
We are
dependent on our ability to handle rapidly substantial quantities of data and
transactions on computer-based networks and the capacity, reliability and
security of our electronic delivery systems and the Internet. Any significant
failure or interruption of these systems, including operational services, loss
of service from third parties, sabotage, break-ins, terrorist activities, human
error, natural disaster, power or coding loss and computer viruses could cause
our systems to operate slowly or interrupt service for periods of time and could
have a material adverse effect on our business and results of our operations.
Our ability to effectively use the Internet may be impaired due to
infrastructure failures, service outages at third party Internet providers or
increased government regulation. In addition, we are facing significant
increases in our use of power and data storage. We may experience shortage of
capacity and increased costs associated with such usage. These events may affect
our ability to store, handle and deliver data and services to our
customers.
From time
to time, update rates of market data have increased. This can sometimes impact
product and network performance. Factors that have significantly increased the
market data update rates include:
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the
emergence of proprietary data feeds from other
markets;
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high
market volatility;
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reductions
in trade sizes resulting in more
transactions;
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new
derivative instruments;
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increased
automatically-generated algorithmic and program
trading;
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market
fragmentation resulting in an increased number of trading venues;
and
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multiple
listings of options and other
securities.
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Changes
in legislation and regulation pertaining to market structure and dissemination
of market information may also increase update rates. While we continue to
implement a number of capacity management initiatives, there can be no assurance
that our company and our network providers will be able to accommodate
accelerated growth of peak traffic volumes or avoid other failures or
interruptions.
We
are dependent on third parties for information and other services.
We obtain
significant information through licensing arrangements with content providers.
In addition, we rely on third party service providers for telecommunications, IT
support and certain human resources administrative functions. Some providers may
seek to increase fees for providing their proprietary content or services. If we
are unable to renegotiate commercially acceptable arrangements with these
content or service providers or find alternative sources of equivalent
content or service, our business could be adversely affected.
We
may be adversely affected by changes in legislation and regulation.
Laws
relating to communications, data protection, e-commerce, direct marketing and
digital advertising and the use of public records have become more prevalent in
recent years. Existing and proposed legislation and regulations, including
changes in the manner in which such legislation and regulations are interpreted
by courts, in the United States, the United Kingdom, Canada and other
jurisdictions may impose limits on our collection and use of certain kinds of
information and our ability to communicate such information effectively to our
customers. We may also be impacted by legislative and regulatory changes in the
financial services sector that apply to customers of our Markets division, as
well as how we provide products and services to these customers. It is difficult
to predict in what form laws and regulations will be adopted or how they will be
construed by the relevant courts, or the extent to which any changes might
adversely affect us. In addition, changes in tax laws and/or uncertainty over
their application and interpretation may adversely affect our results. We
operate in many countries worldwide and our earnings are subject to taxation in
many different jurisdictions and at different rates. We seek to organize our
affairs in a tax efficient manner, taking account of the jurisdictions in which
we operate. Tax laws that apply to our company may be amended by the relevant
authorities, for example, as a result of changes in fiscal circumstances or
priorities. Such amendments, or their application to our company, may adversely
affect our results.
Operating
globally involves challenges that we may not be able to meet and that may
adversely affect our ability to grow.
There are
certain risks inherent in doing business globally which may adversely affect our
business and ability to grow. These risks include difficulties in penetrating
new markets due to established and entrenched competitors, difficulties in
developing products and services that are tailored to the needs of local
customers, lack of local acceptance or knowledge of our products and services,
lack of recognition of our brands, unavailability of joint venture partners or
local companies for acquisition, instability of international economies and
governments, exposure to adverse government action in countries where we may
conduct reporting activities, changes in laws and policies affecting trade and
investment in other jurisdictions, and exposure to varying legal standards,
including intellectual property protection laws. Adverse developments in any of
these areas could cause our actual results to differ materially from expected
results. However, there are also advantages to operating globally, including a
proportionately reduced exposure to the market developments of a single country
or region.
Our
goodwill is key to our ability to remain a trusted source of information and
news.
The
integrity of our reputation is key to our ability to remain a trusted source of
information and news. Failure to protect our brands or failure to uphold our
Trust Principles may adversely impact our credibility as a trusted supplier of
content and may have a negative impact on our information and news
business.
We
may be subject to impairment losses that would reduce our reported assets and
earnings.
Goodwill
and identifiable intangible assets comprise a substantial portion of our total
assets. Economic, legal, regulatory, competitive, contractual and other factors
may affect the value of goodwill and identifiable intangible assets. If any of
these factors impair the value of these assets, accounting rules would require
that we reduce their carrying value and recognize an impairment charge, which
would reduce our reported assets and earnings in the year the impairment charge
is recognized.
Our
intellectual property rights may not be adequately protected, which may
adversely affect our financial results.
Many of
our products and services are based on information delivered through a variety
of media, including the Internet, software-based applications, books, journals,
compact discs, dedicated transmission lines and handheld wireless devices. We
rely on agreements with our customers and patent, trademark, copyright and other
intellectual property laws to establish and protect our proprietary rights in
our products and services. Third parties may be able to copy, infringe or
otherwise profit from our proprietary rights without authorization and the
Internet may facilitate these activities. The lack of specific legislation
relating to the protection of intellectual property rights for content delivered
through the Internet or other electronic formats creates an additional challenge
for us in protecting our proprietary rights in content delivered through these
media. We also conduct business in some countries where the extent of effective
legal protection for intellectual property rights is uncertain. We cannot assure
you that we have adequate protection of our intellectual property rights. If we
are not able to protect our intellectual property rights, our financial results
may be adversely affected.
We
may operate in an increasingly litigious environment, which may adversely affect
our financial results.
We may
become involved in legal actions and claims arising in the ordinary course of
business. Due to the inherent uncertainty in the litigation process, the
resolution of any particular legal proceeding could have a material adverse
effect on our financial position and results of operations.
We are
significantly dependent on technology and the rights related to it, including
rights in respect of business methods. This, combined with the recent
proliferation of “business method patents” issued by the US Patent Office, and
the increasingly litigious environment that surrounds patents in general,
increases the possibility that we may be sued for patent
infringement.
If an
infringement suit were successful, it is possible that the infringing product
would be enjoined by court order and removed from the market and we may be
required to compensate the party bringing the suit either by a damages claim or
through ongoing license fees or other fees, and such compensation could be
significant, in addition to the legal fees that would be incurred defending such
a claim. Responding to intellectual property claims, regardless of the validity,
could also be time consuming and could require us to release source code to
third parties, possibly under open source license terms.
Our
credit ratings may be downgraded, or adverse conditions in the credit markets
may continue, which may impede our access to the debt markets or raise our
borrowing rates.
Our
access to financing depends on, among other things, suitable market conditions
and the maintenance of suitable long-term credit ratings. Our credit ratings may
be adversely affected by various factors, including increased debt levels,
decreased earnings, declines in customer demands, increased competition, a
continued deterioration in general economic and business conditions and adverse
publicity. Any downgrades in our credit ratings or continued adverse conditions
in the credit markets may impede our access to the debt markets or raise our
borrowing rates.
Currency
fluctuations and interest rate fluctuations may have a significant impact on our
reported revenues and earnings.
Our
financial statements are expressed in US dollars and are, therefore, subject to
movements in exchange rates on the translation of the financial information of
businesses whose operational currencies are other than our reporting currency.
We receive revenue and incur expenses in many currencies and are thereby exposed
to the impact of fluctuations in various currency rates. To the extent that
these currency exposures are not hedged, exchange rate movements may cause
fluctuations in our consolidated financial statements.
Substantially
all of our non-US dollar-denominated debt has been hedged into US dollars. Our
hedging strategies against currency risk could also impact our financial results
when the US dollar strengthens against other currencies. In addition, an
increase in interest rates from current levels could adversely affect our
results in future periods.
If
we do not continue to recruit and retain high quality management and key
employees, we may not be able to execute our strategies.
The
completion and execution of our strategies depends on our ability to continue to
recruit and retain high quality management and employees across all of our
businesses. We compete with many businesses that are seeking skilled
individuals, including those with advanced technological abilities. We may not
be able to continue to identify or be successful in recruiting or retaining the
appropriate qualified personnel for our businesses and this may adversely affect
our ability to execute our strategies.
We
have significant funding obligations for pension and post-retirement benefit
arrangements that are affected by factors outside of our control.
We have
significant funding obligations for various pension and other post-retirement
benefit arrangements that are affected by factors outside our control. The
valuations of material plans are determined by independent actuaries. Long-term
rates of return for pension plans and post-retirement benefit arrangements are
based on evaluations of historical investment returns and input from investment
advisors. These valuations and rates of return require assumptions to be made in
respect of future compensation levels, expected mortality, inflation, the
expected long-term rate of return on the assets available to fund the plans, the
expected social security costs and medical cost trends, along with the discount
rate to measure obligations. These assumptions are reviewed annually. While we
believe that these assumptions are appropriate given current economic
conditions, significant differences in results or significant changes in
assumptions may materially affect pension plan and post-retirement benefit
obligations and related future expenses.
Woodbridge
controls our company and is in a position to affect our governance and
operations.
The
Woodbridge Company Limited and other companies affiliated with it, or
Woodbridge, held approximately 55% of our outstanding common shares as of
November 23, 2009. For so long as Woodbridge maintains its controlling interest
in Thomson Reuters, it will generally be able to approve matters submitted to a
majority vote of our shareholders without the consent of other shareholders,
including, among other things, the election of our board. In addition,
Woodbridge may be able to exercise a controlling influence over our business and
affairs, the selection of our senior management, the acquisition or disposition
of our assets, our access to capital markets, the payment of dividends and any
change of control of our company, such as a merger or take-over. The effect of
this control may be to limit the price that investors are willing to pay for our
shares. In addition, a sale of shares by Woodbridge or the perception of the
market that a sale may occur may adversely affect the market price of our
shares.
Thomson
Reuters Founders Share Company holds a Thomson Reuters Founders Share in our
company and may be in a position to affect our governance and
management.
Thomson
Reuters Founders Share Company was established to safeguard the Thomson Reuters
Trust Principles, including the independence, integrity and freedom from bias in
the gathering and dissemination of information and news. Thomson Reuters
Founders Share Company holds a Thomson Reuters Founders Share in our company.
The interest of Thomson Reuters Founders Share Company in safeguarding the
Thomson Reuters Trust Principles may conflict with our other business
objectives, impose additional costs or burdens on us or otherwise affect the
management and governance. In addition, the Thomson Reuters Founders Share
enables Thomson Reuters Founders Share Company to exercise extraordinary voting
power to safeguard the Thomson Reuters Trust Principles and to thwart those
whose holdings of voting shares of our company threaten the Thomson Reuters
Trust Principles. As a result, Thomson Reuters Founders Share Company may
prevent a change of control (including by way of a take-over bid or similar
transaction) of our company in the future. The effect of these rights of Thomson
Reuters Founders Share Company may be to limit the price that investors are
willing to pay for our shares.
We
may be unable to derive fully the anticipated benefits from our existing or
future acquisitions, joint ventures, investments or dispositions.
We have
acquired, invested in and/or disposed of, and in the future may seek to acquire,
invest in and/or dispose of, various companies and businesses. In the future, we
may not be able to successfully identify attractive acquisition opportunities or
make acquisitions on terms that are satisfactory to our company from a
commercial perspective. In addition, competition for acquisitions in the
industries in which we operate during recent years has escalated, and may
increase costs of acquisitions or cause us to refrain from making certain
acquisitions. We may also be subject to increasing regulatory scrutiny from
competition and antitrust authorities. Achieving the expected returns and
synergies from past and future acquisitions will depend in part upon our ability
to integrate the products and services, technology, administrative functions and
personnel of these businesses into our segments in an efficient and effective
manner. We cannot assure you that we will be able to do so, or that our acquired
businesses will perform at anticipated levels. If we are unable to successfully
integrate acquired businesses, our anticipated revenues and profits may be
lower. Our strategies have historically resulted in decisions to dispose of
assets or businesses that were no longer aligned with strategic objectives. We
expend costs and management resources to complete divestitures. Any failures or
delays in completing divestitures could have an adverse effect on our financial
results and on our ability to execute our strategy.
Benefits
from our integration program may not be achieved to the extent, or within the
time period, currently expected.
We
achieved $975 million of run-rate savings (against a total program target of
$1.4 billion by year-end 2011) as of September 30, 2009. We expect to achieve
run-rate savings of at least $1 billion by year-end 2009. The savings achieved
to date have been primarily from headcount reductions to eliminate redundant
positions and the retirement of legacy products. The expected remaining savings
are expected to come primarily from technology and product rationalization. We
may encounter difficulties during this process that could eliminate, reduce or
delay the realization of the savings that are currently expected. Among other
things, these difficulties could include:
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unexpected
issues, higher than expected costs and an overall process that takes
longer than originally anticipated;
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our
inability to successfully integrate operations, technologies, products and
services;
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modification
or termination of existing agreements with customers and suppliers and
delayed entry into new agreements with prospective customers and
suppliers; and
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the
diversion of management’s attention from day-to-day business or developing
longer-term strategy as a result of the need to deal with integration
program issues.
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As a
result of these difficulties, the actual savings generated may be less, and may
take longer to realize, than is currently expected.
Our
acquisition of Reuters may not maximize the growth potential of, or deliver
greater value for, our company beyond the level that either Thomson or Reuters
could have achieved on its own.
One of
the principal reasons for the acquisition of Reuters was to maximize our growth
potential beyond the level that either Thomson or Reuters could have achieved on
its own. Achieving this growth potential is dependent upon a number of factors,
many of which are beyond our control. We may not be able to pursue successfully
innovative product development opportunities or enhance the quality and
competitiveness of our product offerings to the extent anticipated. The
inability to realize the full extent of the anticipated growth opportunities, as
well as any delays encountered in the integration process, could have an adverse
effect on our revenues, operating results and financial strength.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained and incorporated by reference in this Form F-3
constitute “forward-looking statements”. When used in this Form F-3 or the
documents incorporated by reference herein, the words “anticipate”, “believe”,
“plan”, “estimate”, “expect”, “intend”, “will”, “may”, ‘should” and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are not historical facts but reflect expectations,
estimates and projections. These forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results or events to
differ materially from current expectations. These risks include, but are not
limited to:
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changes
in the general economy;
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increased
accessibility to free or relatively inexpensive information
sources;
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failure
to develop new products, services, applications and functionalities to
meet customers’ needs, attract new customers or expand into new geographic
markets;
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failure
to maintain a high renewal rate for our subscription-based
arrangements;
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failures
or disruptions of network systems or the
Internet;
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detrimental
reliance on third parties for information and other
services;
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changes
to legislation and regulations;
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failure
to meet the challenges involved in operating
globally;
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failure
to protect the reputation of Thomson
Reuters;
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impairment
of goodwill and identifiable intangible
assets;
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inadequate
protection of intellectual property
rights;
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threat
of legal actions and claims;
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downgrading
of credit ratings and adverse conditions in the credit
markets;
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fluctuations
in foreign currency exchange and interest
rates;
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failure
to recruit and retain high quality management and key
employees;
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effect
of factors outside of the control of Thomson Reuters on funding
obligations in respect of pension and post-retirement benefit
arrangements;
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actions
or potential actions that could be taken by
Woodbridge;
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failure
to fully derive anticipated benefits from future or existing acquisitions,
joint ventures, investments or
dispositions;
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failure
to achieve benefits from our integration program to the extent, or within
the time period, currently expected;
and
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failure
to realize the maximum growth potential of Thomson Reuters or to complete
our integration process in a timely
way.
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These
factors and other risk factors, including those under “Risk Factors” above,
represent risks our management believes are material. Other factors not
presently known to us or that we presently believe are not material, could also
cause actual results to differ materially from those expressed in the
forward-looking statements contained and incorporated by reference herein.
Accordingly, undue reliance should not be placed on these forward-looking
statements. We do not undertake any obligation to update publicly or to revise
any of the forward-looking statements contained or incorporated by reference in
this Form F-3, whether as a result of new information, future events or
otherwise, except as required by law, rule or
regulation.
We are
the leading source of intelligent information for the world’s businesses and
professionals, providing customers with competitive advantage. Intelligent
information is a unique synthesis of human intelligence, industry expertise and
innovative technology that provides decision-makers with the knowledge to act,
enabling them to make better decisions faster. Through more than 50,000 people
across more than 100 countries, we deliver this must-have insight to the
financial, legal, tax and accounting, healthcare, science and media
markets, powered by the world’s most trusted news
organization.
We are
organized in two divisions:
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Markets, which
consists of our financial and media businesses;
and
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Professional, which
consists of our legal, tax and accounting, healthcare and science
businesses.
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Our
principal executive office is located at 3 Times Square, New York, New York
10036.
Thomson
Reuters Corporation was incorporated under the Business Corporations Act
(Ontario) by articles of incorporation dated December 28, 1977. Thomson Reuters
Corporation most recently amended and restated its articles effective September
10, 2009. Its registered office is located at Suite 2706, Toronto Dominion Bank
Tower, P.O. Box 24, Toronto-Dominion Centre, Toronto, Ontario M5K 1A1, Canada.
Prior to April 17, 2008, Thomson Reuters Corporation was known as The Thomson
Corporation.
We have
no basis for estimating precisely either the number of common shares that may be
sold under the plan or the prices at which such common shares may be sold. We
intend to use the net proceeds from the sale of the common shares for general
corporate purposes.
THE AMENDED AND RESTATED DIVIDEND REINVESTMENT
PLAN
The
purpose of our amended and restated dividend reinvestment plan is to provide
holders of our common shares resident in Canada, the United States and the
United Kingdom (and certain other eligible jurisdictions) with a simple and
convenient method of investing cash dividends declared on our common shares in
additional common shares of Thomson Reuters Corporation, without paying any
brokerage commissions or service charges.
We
presently pay quarterly dividends on our common shares. The rate at which we pay
dividends takes into account all factors that our board considers relevant from
the perspective of our company, including our available cash flow, financial
condition and capital requirements. Our dividend policy is reviewed annually by
the board and the decision to declare dividends is at the discretion of our
board.
PARTICIPATION
IN THE PLAN
Eligibility
You are
eligible to participate in the plan if you are a registered or beneficial owner
of common shares resident in Canada, the United States or the United Kingdom
(and certain other eligible jurisdictions) and meet the requirements outlined
below. Shareholders resident in other jurisdictions may be allowed to
participate in the plan only if we determine that participation should be made
available to those shareholders taking into account the necessary steps to
comply with the laws relating to the offering and the sale of common shares in
the jurisdiction of those shareholders. Holders of our Depositary Interests
(which represent common shares) who are resident in eligible jurisdictions may
also enroll in the plan.
Enrollment
– Registered Shareholders
If you
are a registered shareholder, you may enroll all of your common shares in the
plan. To become a participant, you must complete an enrollment form and forward
it to Computershare Trust Company of Canada (“Computershare”) in the manner
indicated below. You may obtain an enrollment form at any time from the
“Investor Relations” section of www.thomsonreuters.com or by making a request to
Computershare.
Your
participation in the plan will commence with the next dividend payment date
after Computershare receives your enrollment form, provided Computershare
receives it at least five business days before the record date of the dividend.
If an enrollment form is received by Computershare after that date, that
dividend will be paid to you in the usual manner and your participation in the
plan will commence with the next dividend. Dividend record dates for the common
shares have historically been approximately three to four weeks prior to the
dividend payment dates.
If the
common shares are registered in more than one name, all registered holders must
sign the enrollment form. Also, if your total holding is registered in different
names (e.g., full name on some share certificates and initials and surname on
other share certificates), a separate enrollment form must be completed for each
different registration name. If dividends from all shareholdings are to be
reinvested under one account, registration must be identical.
Enrollment
– Beneficial Owners of Common Shares
If you
are a beneficial owner whose common shares are registered in the name of CDS
Clearing and Depository Services Inc. (“CDS”) or The Depository Trust Company
(“DTC”) or a name other than your own, you may participate in the plan by
(i) having those common shares transferred into your name directly and then
enroll such common shares in the plan or (ii) make appropriate arrangements
with the broker, investment dealer, financial institution or other nominee who
holds your common shares to enroll in the plan on your behalf, either as a
nominee that delivers a completed and executed enrollment form to Computershare
in the manner provided in the plan, or, if applicable, as a CDS participant or a
DTC participant through enrollment by CDS or DTC, respectively.
If you
are a beneficial owner of common shares and wish to enroll in the plan through a
CDS participant or a DTC participant in respect of your common shares registered
through CDS or DTC, appropriate instructions must be received by CDS or DTC, as
applicable, from the CDS participant or DTC participant not later than such
deadline as may be established by CDS or DTC from time to time, in order for the
instructions to take effect on the dividend payment date to which that dividend
record date relates.
Instructions
received by CDS or DTC after their internal deadline will not take effect until
the next following dividend payment date. CDS participants and DTC participants
holding common shares on behalf of beneficial owners of common shares registered
through CDS or DTC must arrange for CDS or DTC, as applicable, to enroll such
common shares in the plan on behalf of such beneficial owners in respect of each
dividend payment date.
If you
are a beneficial owner of common shares, you should contact your broker,
investment dealer, financial institution or other nominee who holds your common
shares to provide instructions regarding your participation in the plan and to
inquire about any applicable deadlines that the nominee may impose or be subject
to and to confirm what fees, if any, the nominee may charge to enroll all or any
portion of your common shares in the plan on your behalf or whether the
nominee’s policies might result in any costs otherwise becoming payable by
you.
Enrollment
– Holders of Depositary Interests
If you
are a holder of Depositary Interests representing common shares and you reside
in an eligible jurisdiction, you may enroll all of your Depositary Interests in
the plan. To become a participant, you must complete an enrollment form and
forward it to Computershare Investor Services PLC (“Computershare UK”) in the
manner indicated below. You may obtain an enrollment form at any time from the
“Investor Relations” section of www.thomsonreuters.com or by making a request to
Computershare UK.
Your
participation in the plan will commence with the next dividend payment date
after Computershare UK receives your enrollment form, provided Computershare UK
receives it at least five business days before the record date of the dividend.
If an enrollment form is received by Computershare UK after that date, that
dividend will be paid to you in the usual manner and your participation in the
plan will commence with the next dividend. Dividend record dates for the common
shares have historically been approximately three to four weeks prior to the
dividend payment dates.
If the
Depositary Interests are registered in more than one name, all registered
holders must sign the enrollment form. Also, if your total holding is registered
in different names (e.g., full name on some Depositary Interest statements and
initials and surname on other Depositary Interest statements), a separate
enrollment form must be completed for each different registration name. If
dividends from all holdings are to be reinvested under one account, registration
must be identical.
As
Depositary Interests represent common shares, references to common shares in the
discussion below should also be read to include Depositary Interests, as
applicable. In addition, references to Computershare in the discussion below
should be read as references to Computershare UK, as applicable, for holders of
Depositary Interests.
Depositary
Interests are not being offered or sold in the United States.
Continued
Enrollment
Once you
have enrolled in the plan (other than through CDS or DTC), you will
automatically remain enrolled until you discontinue participation, until we
terminate the plan or if you change your residence to a country where residents
of your new country are not eligible to participate in the plan (see “Amendment,
Suspension or Termination”).
CDS or
DTC, as applicable, will provide instructions to Computershare regarding the
extent of its participation in the plan, on behalf of beneficial owners of
common shares, in respect of every dividend payment date on which cash dividends
otherwise payable to CDS or DTC, as applicable, as shareholder of record, are to
be reinvested under the plan.
Any
common shares acquired outside of the plan which are not registered in exactly
the same name or manner as common shares enrolled in the plan will not be
automatically enrolled in the plan. If you purchase additional common shares
outside the plan, you are advised to contact Computershare to ensure that all
common shares you own are enrolled in the plan.
For
holders of common shares, death will not affect your election to participate.
Upon death, your participation will remain effective until terminated by a
personal representative of your estate or by us. For holders of Depositary
Interests, participation will cease upon death.
Certain
Limitations
You may
not transfer the right to participate in the plan to another
person.
Subject
to applicable law and regulatory policy, we reserve the right to determine, from
time to time, a minimum number of common shares that a participant must hold in
order to be eligible to participate in, or continue to participate in, the plan.
Without limitation, we further reserve the right to refuse participation in the
plan to, or terminate the participation of, any person who, in our sole opinion,
is participating in the plan primarily with a view to arbitrage trading, whose
participation in the plan is part of a scheme to avoid applicable legal
requirements or engage in unlawful behavior or has been artificially
accumulating our securities, for the purpose of taking undue advantage of the
plan to our detriment. We may also deny the right to participate in the plan to
any person or terminate the participation of any participant in the plan if we
deem it advisable under any laws or regulations.
METHOD
OF PURCHASE
Under the
terms of the plan, if you are a holder of common shares, through the enrollment
form you may direct Computershare to reinvest all cash dividends on all common
shares registered in your name to purchase newly issued common shares. You will
not be entitled to direct payment of less than 100% of all cash dividends on the
common shares you own. Cash dividends payable on common shares registered for a
participant in the plan, after deduction of any applicable withholding tax, will
be paid to Computershare and applied automatically by Computershare on each
dividend payment date to the purchase of common shares for that participant.
Your account (or, in the case of CDS and DTC, credited by Computershare to CDS
and DTC, respectively, which will each in turn credit the accounts of the
applicable CDS participants or DTC participants, respectively) will be credited
with the number of common shares, including fractions, equal to the cash
dividends reinvested for you divided by the applicable purchase price for the
common shares. As discussed below in the section entitled “Fractional Common
Shares”, Computershare UK will not maintain fractional holdings in Depositary
Interests.
PURCHASE
PRICE
The
purchase price of common shares to be purchased on your behalf with reinvested
cash dividends on your common shares will be the weighted average trading price
for the common shares on the Toronto Stock Exchange for the five trading days
preceding the record date for the dividend. Participants will not be charged any
brokerage commissions or service charges and all administration costs of the
plan will be paid by us. Any cash dividends payable in currencies other than
Canadian currency will be translated into Canadian dollars at the applicable
Canadian dollar exchange rate on the record date for the dividend (or the next
business day if this day is not a business day).
FRACTIONAL
COMMON SHARES
Computershare
will credit your account with fractions of common shares and dividends in
respect of such fractions to allow full investment of eligible funds. The
rounding of any fractional interest shall be determined by Computershare using
such methods as it deems appropriate in the circumstances.
Computershare
UK will not maintain fractional holdings in Depositary Interests. Instead,
Computershare UK will hold any residual cash left over on behalf of holders of
Depositary Interests. No interest will be payable on this residual cash. The
next time that a dividend is paid, this residual cash will be used to acquire
additional whole Depositary Interests.
PLAN
ADMINISTRATION
Computershare,
as agent for plan participants, will administer the plan. Its responsibilities
include:
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receiving
eligible funds;
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purchasing
and holding the common shares accumulated under the
plan;
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reporting
regularly to the participants; and
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other
duties required by the plan.
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Common
shares purchased under the plan will be registered in the name of each
participant and will be held by Computershare in the accounts of participants.
We will pay all costs of administering the plan, including the fees and expenses
of Computershare. Computershare will be paid fees for its services as may, from
time to time, be agreed upon by Computershare and us.
REPORTS
TO PARTICIPANTS
Computershare
will maintain a separate account for each participant in the plan. You will
receive from Computershare a detailed statement of your account following each
dividend payment (or, in the case of CDS participants and DTC participants, CDS
or DTC, as the case may be, will receive such statement on behalf of beneficial
owners participating in the plan). This statement will set out the record date,
the dividend payment date, the amount of cash dividend paid on your common
shares, the amount of any applicable withholding tax, the number of common
shares purchased through the plan with respect to such dividend, the purchase
price per common share and the updated total number of common shares being held
by Computershare for a participant’s account. Statements provided to holders of
Depositary Interests will also reflect any residual cash
balance.
TERMINATION FROM THE PLAN
You may
terminate your participation in the plan at any time by writing to Computershare
if you are a registered holder of common shares (or in the case of beneficial
owners, by making arrangements to terminate your participation through your
nominee).
Computershare
must receive your notice of termination at least five business days before the
record date for the next dividend payment. If Computershare receives your
termination request after this date, the withdrawal will be effective the day
following the dividend payment date. When a registered holder withdraws from the
plan, certificates for whole common shares credited to its account under the
plan will be issued, and a cash payment will be made for any fraction of a
common share based upon the closing price of the common shares on the Toronto
Stock Exchange on the day immediately preceding the effective date of
termination. Registered holders of common shares may alternatively request a DRS
transfer (book entry registration without a certificate). Thereafter, cash
dividends on any of our common shares that a registered holder continues to hold
will be paid to it and will not be reinvested.
For
holders of common shares, death will not affect a holder’s election to
participate in the plan which will remain effective until terminated by a
personal representative of your estate or by us. For holders of Depositary
Interests, participation will cease upon death.
CERTIFICATES AND OWNERSHIP STATEMENTS
All
common shares purchased pursuant to the plan will be credited to your individual
account held by Computershare if you are a registered holder of common shares.
This protects registered holders against the loss, theft or destruction of share
certificates. If a registered holder requests, in accordance with this
paragraph, or if a registered holder withdraws from the plan or if the plan
terminates, Computershare will issue and deliver certificates for all whole
common shares credited to an account. The number of common shares held for a
registered holder under the plan (less any common shares for which certificates
have been delivered) will be shown on a statement of account. A registered
holder may request delivery of share certificates by writing to Computershare;
however certificates for less than five common shares will not be issued except
upon withdrawal from or termination from the plan. In no event will certificates
be issued for fractional shares. Certificates will be sent to a registered
holder after Computershare receives a written request.
Accounts
under the plan are maintained in the names in which the common shares of the
participants were registered at the time they enrolled in the plan.
Consequently, certificates for shares will be similarly registered when
issued.
Registered
holders may alternatively request a DRS transfer (book entry registration
without a certificate).
Shares
purchased on behalf of holders of Depositary Interests will be transferred to
the custodian of the Depositary Interest service, and a corresponding number of
Depositary Interests will be credited to your relevant account.
For any
meeting of shareholders, your common shares will be voted as you direct or you
may vote by proxy or in person at the meeting of shareholders. A fractional
share does not carry the right to vote.
If we
have a rights offering pursuant to which holders of our common shares may
subscribe for additional common shares or other securities, rights attributable
to fractional interests held for participants under the plan will be sold by
Computershare and the net proceeds will be used to acquire additional common
shares and participants’ respective entitlements thereto will be credited to
their accounts.
STOCK SPLITS AND STOCK DIVIDENDS
Common
shares distributed pursuant to a stock dividend or a stock split on shares held
by Computershare for a participant under the plan will be retained by
Computershare and credited by Computershare proportionately to the accounts of
the participants in the plan.
LIABILITY OF THE COMPANY AND COMPUTERSHARE
We and
Computershare, in administering the plan, are not liable for any act or omission
to act, including, without limitation, any claims of liability: (a) with
respect to receipt or non-receipt of any payment, form or other writing
purported to have been sent to us or Computershare; (b) actions taken as a
result of inaccurate and incomplete information or instructions; (c) in
respect of any decision to amend, suspend, terminate or replace the plan in
accordance with the terms hereof; (d) in respect of the involuntary
termination of your participation in the plan in the circumstances described
herein; (e) with respect to the prices at which common shares are purchased
for your account and the times such purchases are made; or (f) in respect
of income taxes or other liabilities payable by any participant or beneficial
owner in connection with their participation in the plan.
Neither
we nor Computershare can assure a profit or protect against a loss on common
shares purchased under the plan.
Both we
and Computershare shall have the right to reject any request regarding
enrollment, withdrawal or termination from the plan if such request is not
received in proper form. Any such request will be deemed to be invalid until any
irregularities have been resolved to our satisfaction and/or Computershare’s
satisfaction. Neither we nor Computershare are under any obligation to notify
any shareholder of an invalid request.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
We
reserve the right to amend, modify, suspend or terminate the plan at any time,
but such actions shall have no retroactive effect that would prejudice your
interests. Computershare will notify you in writing of any modifications made to
the plan that in our opinion may materially prejudice participants. Generally,
no notice will be given to participants regarding any amendments to the plan
intended to cure, correct or rectify any ambiguities, defective or inconsistent
provisions, errors, mistakes or omissions. If we terminate the plan,
Computershare will remit to registered holders as soon as possible, certificates
for whole common shares held in their accounts under the plan and cash payments
for any fraction of a common share based upon the closing price of the common
shares on the Toronto Stock Exchange on the day immediately preceding the
effective date of termination of the plan. If we suspend the plan, Computershare
will make no investment on the dividend payment date immediately following the
effective date for such suspension. Any common share dividends subject to the
plan and paid after the effective date of such suspension will be remitted by
Computershare to the participants to whom these are due.
All
notices from Computershare to participants will be addressed to registered
holders at their last known address on Computershare’s register. All
notices, requests, elections or instructions under the plan required or
permitted to be given to Computershare should be in writing and signed and
should be sent to the following address:
Holders of common shares:
Computershare
Trust Company of Canada
Attention:
Dividend Reinvestment Department
100
University Avenue, 9th Floor
Toronto,
Ontario M5J 2Y1
Canada
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Tel:
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(800)
564-6253 (in Canada and the United
States)
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(514)
982-7555 (from any country)
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Email:
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service@computershare.com
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Website
URL:
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www.computershare.com
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Holders of Depositary
Interests:
Computershare
Investor Services PLC
The
Pavilions, Bridgwater Road
Bristol
BS99 6ZZ
United
Kingdom
Tel:
+44 (0) 870 707 1804
Email:
!allukglobaltransactionteam@computershare.co.uk
Website
URL: www.computershare.com
We
reserve the right to interpret and regulate the plan as we deem necessary or
desirable and any such interpretation or regulation will be final.
Unless
the context requires otherwise, words importing the singular number only shall
include the plural and vice versa, words importing the masculine gender shall
include feminine and neuter genders and vice versa, and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations.
The plan
shall be governed and construed in accordance with the laws in force of the
Province of Ontario, Canada.
INCOME TAX CONSIDERATIONS RELATING TO THE
PLAN
THE
FOLLOWING SUMMARY OF TAX CONSEQUENCES IS OF A GENERAL NATURE ONLY AND IS NOT
INTENDED TO BE LEGAL OR TAX ADVICE TO ANY PARTICULAR PARTICIPANT. IT IS THE
RESPONSIBILITY OF PARTICIPANTS IN THE PLAN TO CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN IN THEIR
RESPECTIVE COUNTRY OF RESIDENCE.
CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS
The
following summarizes the principal Canadian federal income tax considerations of
participating in the plan generally applicable to you if at all relevant
times:
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for
purposes of the Income
Tax Act (Canada) (the “ITA”) and any applicable tax treaty or
convention, you are not a resident, or deemed to be a resident, of
Canada,
|
|
|
—
|
you
do not use or hold (and will not use or hold) and are not deemed to use or
hold the common shares in, or in the course of, carrying on a business in
Canada and do not carry on an insurance business in Canada and elsewhere,
and
|
|
|
—
|
your
shares do not constitute “taxable Canadian property” for purposes of the
ITA.
|
Provided
that the common shares are listed on a designated stock exchange (which
currently includes the Toronto Stock Exchange and the New York Stock Exchange)
at a particular time, the common shares will generally not constitute taxable
Canadian property to you at that time. This rule applies unless, at any
time during the five-year period immediately preceding that time, 25% or more of
the issued shares of any class or series of a class of our capital stock was
owned by you, by persons with whom you did not deal at arm’s length or by you
and any such persons. Your common shares can be deemed to be taxable Canadian
property in certain circumstances set out in the ITA.
This
summary is based on the current provisions of the ITA, the regulations
thereunder, all specific proposals to amend the ITA or the regulations publicly
announced by the Minister of Finance (Canada) prior to the date hereof, and our
understanding of the current published administrative practices of the Canada
Revenue Agency.
Dividends
on our common shares paid or credited to you will generally be subject to
Canadian withholding tax at the rate of 25%, subject to any applicable reduction
in the rate of withholding in an applicable tax treaty where you are a resident
of a country with which Canada has an income tax treaty.
If you
are a United States resident entitled to benefits under the Canada-United States Income Tax
Convention (1980) (the “Convention”), dividends on our common shares of
which you are the beneficial owner will generally be subject to Canadian
withholding tax at the rate of 15%. Under the Convention, dividends paid
to certain religious, scientific, charitable and similar tax-exempt
organizations and certain pension organizations that are resident in, and exempt
from tax in, the United States are exempt from Canadian withholding tax.
Provided that certain administrative procedures are observed regarding
registration of such organizations, we will not be required to withhold tax from
dividends paid to such organizations. Qualifying organizations that fail to
follow the required administrative procedures will have to file a claim for
refund to recover any amounts withheld. The amount of dividends invested in
additional common shares pursuant to the plan will be reduced by the amount of
applicable Canadian withholding taxes withheld.
You will
not be subject to tax under the ITA in respect of any capital gain realized on
the disposition of common shares.
UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS
The
following is a summary of certain United States federal income tax
considerations generally applicable to certain participants who reinvest cash
dividends in additional common shares under the plan. The summary is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), existing and
proposed regulations promulgated thereunder, and judicial decisions and
administrative interpretations, all of which are subject to change, possibly
with retroactive effect. These United States federal income tax considerations
apply only to a person or entity who holds common shares as a capital asset and
who, for United States federal income tax purposes, is:
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|
—
|
a
citizen or resident of the United
States,
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|
|
—
|
a
corporation, partnership or other entity organized under the laws of the
United States or of any political subdivision
thereof,
|
|
|
—
|
an
estate whose income is subject to United States federal income taxation
regardless of its source, or
|
|
|
—
|
a
trust (i) if a United States court can exercise primary jurisdiction
over the trust’s administration and one or more United States persons have
the authority to control all substantial decisions of the trust, or
(ii) that has elected to be treated as a United States person under
applicable Treasury regulations.
|
This
summary does not address all aspects of the United States federal income tax
laws that may be relevant to participants subject to special treatment under the
United States federal income tax laws (including banks, a dealer in securities
or currencies, a tax-exempt organization, insurance companies, regulated
investment companies, financial institutions, a person that owns 10% or more of
the common shares, a person whose functional currency is not the United States
dollar and a person that holds common shares as part of a straddle, hedging or
conversion transaction).
A
participant will be treated for United States federal income tax purposes as
having received a distribution in an amount equal to the fair market value of
the common shares acquired pursuant to the plan plus the amount of any Canadian
income tax withheld therefrom. The fair market value of the common shares so
acquired will be equal to the average of the high and low sale prices of the
common shares on the dividend payment date as reported on the principal
securities exchange on which the shares are traded, which amount may be higher
or lower than the average market price used to determine the number of common
shares acquired under the plan. The distribution will be includable in a
participant’s income as a taxable dividend to the extent of the Thomson Reuters
Corporation’s current and accumulated earnings and profits as determined for
U.S. federal income tax purposes. The amount of any such dividend will not be
eligible for the dividends received deduction generally available to U.S.
corporate shareholders. Subject to certain limitations under the Code,
participants who are subject to United States federal income tax will be
entitled to a credit or deduction for Canadian income taxes withheld from any
such dividends.
A
participant’s tax basis per share for common shares purchased pursuant to the
plan will be equal to the fair market value per share on the dividend payment
date. A participant’s holding period for common shares purchased with dividends
will begin on the day following the dividend payment date.
Participants
generally will recognize a taxable gain or loss when they sell or exchange
common shares and when they receive cash payments for fractional shares credited
to their accounts upon withdrawal from or termination of the plan or otherwise.
The amount of such gain or loss will be the difference between the amount a
participant receives for his or her common shares or fraction thereof and the
adjusted tax basis therefor. The gain or loss will be a capital gain or loss and
will be a long-term capital gain or loss if the holding period for such common
shares exceeds one year. For taxable years beginning on or before
December 31, 2010, capital gain of a non-corporate U.S. holder is generally
taxed at a maximum rate of 15% if the property has been held for more than one
year. The deductibility of capital losses is subject to limitations. The gain or
loss realized
by participants who are subject to U.S. federal income tax will generally
be gain or loss from sources within the United States for foreign tax credit
limitation purposes.
DESCRIPTION
OF COMMON SHARES
The
common shares to be offered by this prospectus will be offered to our
shareholders pursuant to participation in the plan. The common shares are
currently listed on the Toronto Stock Exchange and the New York Stock
Exchange.
Our
authorized share capital consists of an unlimited number of common shares, an
unlimited number of preference shares, issuable in series, of which 6,000,000
shares consist of Series II Preference Shares and a Thomson Reuters
Founders Share.
On
November 23, 2009, there were 829,436,581 common shares and 6,000,000
Series II Preference Shares outstanding. The Thomson Reuters Founders Share
is held by Thomson Reuters Founders Share Company for the purpose of protecting
the Thomson Reuters Trust Principles.
Each
common share entitles its holder to receive notice of and to attend all meetings
of our shareholders (except for meetings of holders of a particular class or
series of shares other than the common shares required by applicable laws to be
held as a separate class or series meeting) and to vote on all matters submitted
to a vote on the basis of one vote for each share held. Each common share also
entitles its holder to receive dividends when declared by our board of
directors, subject to the rights of holders of the preference shares. All
dividends are paid equally on all common shares. Holders of common shares will
participate equally in any distribution of our assets upon liquidation,
dissolution or winding-up, subject to the rights of the holders of the
preference shares. There are no preemptive, redemption, purchase or conversion
rights attaching to our common shares.
EXPENSES
Our
registration statement, as originally filed on May 1, 2008, provided an estimate
of the approximate amount of the fees and expenses payable by our company in
connection with the registration of the common shares being
offered.
INDEMNIFICATION
Our
directors are indemnified by our company to the extent permitted by applicable
laws and regulations.
Under
the Business Corporations
Act (Ontario) (“OBCA”), a corporation may indemnify a director or officer
of the corporation, a former director or officer of the corporation or another
individual who acts or acted at the corporation’s request as a director or
officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
corporation or other entity, if the individual acted honestly and in good faith
with a view to the best interests of the corporation or other entity or, as the
case may be, to the best interests of the other entity for which the individual
acted at the corporation's request, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, such
individual had reasonable grounds for believing that his or her conduct was
lawful.
Thomson
Reuters maintains, at its expense, a directors’ and officers’ liability
insurance policy that provides protection for its directors and officers against
liability incurred by them in their capacities as such. This policy provides for
a limit of at least $100 million for each claim and $100 million in the
aggregate and that there is no deductible for this coverage. The insurance
applies in certain circumstances where Thomson Reuters may not indemnify its
directors and officers for their acts or omissions.
Pursuant
to the Amended and Restated Thomson Reuters Corporation Articles, Thomson
Reuters Corporation will indemnify the individuals referred to above and the
heirs and legal representatives of such individuals to the extent permitted by
the OBCA.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
applicable provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL
MATTERS
Certain
legal matters have been passed upon for us by Torys LLP, New York, New York and
Toronto, Ontario. As of the date of this prospectus, the partners and
associates of Torys LLP owned beneficially, directly or indirectly, less than 1%
of the outstanding common shares of our company. A partner and an associate of
Torys LLP are a director and an assistant secretary, respectively, of certain of
our affiliates.
The
consolidated financial statements and management’s assessment of the
effectiveness of internal control over financial reporting (which is included in
Management’s Report on Internal Control over Financial Reporting) of Thomson
Reuters Corporation incorporated in this Registration Statement by reference to
the annual report on Form 40-F of Thomson Reuters Corporation for the year
ended December 31, 2008 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, Toronto, Canada, independent auditors, given on
the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
8.
|
Indemnification
of Directors and Officers
|
The
description of the indemnification provisions relating to officers and directors
under the caption “Indemnification” in Part I of this document is
incorporated by reference herein.
The
following exhibits have been filed as part of this Registration
Statement:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.1
|
|
Form of
Enrollment Form for the Amended and Restated Dividend Reinvestment Plan of
Thomson Reuters Corporation (Holders of Common
Shares)
|
|
4.2
|
|
Form of
Amended and Restated Dividend Reinvestment Plan of Thomson Reuters
Corporation
|
|
5.1
|
|
Opinion
of Torys LLP as to the legality of the securities being
registered*
|
|
8.1
|
|
Opinion
of Torys LLP regarding tax matters*
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP, Toronto, Canada
|
|
23.2
|
|
Consent
of Torys LLP*
|
|
24.1
|
|
Powers
of Attorney (included on the signature pages of this Registration
Statement as originally filed)*
|
*Previously
filed.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the
undertakings set forth above in paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the Registration Statement is on Form S–3 or
Form F–3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) If
the Registrant is a foreign private issuer, to file a post-effective amendment
to the Registration Statement to include any financial statements required by
“Item 8.A. of Form 20–F (17 CFR 249.220f)” at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities
Act of 1933 need not be furnished, provided that
the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to Registration Statements on
Form F–3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F–3.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser: if the Registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the Registration Statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such
document immediately prior to such date of first use.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual reports pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 1 to the Registration Statement on
Form F-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on this 24th day
of November 2009.
|
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THOMSON
REUTERS CORPORATION
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By:
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/s/
Deirdre Stanley
|
|
|
|
Name:
|
Deirdre
Stanley
|
|
|
|
Title:
|
Executive
Vice President and General Counsel
|
Pursuant
to the requirements of the Securities Act, this Post-Effective Amendment No. 1
to the Registration Statement has been signed by the following persons in the
capacities indicated and on the 24th day
of November 2009.
|
Signature
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|
Title
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*
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Chief
Executive Officer and Director
|
|
Thomas
H. Glocer
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|
(principal
executive officer)
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|
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|
*
|
|
Executive
Vice President and Chief Financial Officer
|
|
Robert
D. Daleo
|
|
(principal
financial officer)
|
|
|
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|
*
|
|
Senior
Vice President, Controller and Chief Accounting Officer
|
|
Linda
J. Walker
|
|
(principal
accounting officer)
|
|
|
|
|
|
*
|
|
Chairman
of the Board of Directors
|
|
David
Thomson
|
|
|
|
|
|
|
|
*
|
|
Deputy
Chairman of the Board of Directors
|
|
W.
Geoffrey Beattie
|
|
|
|
|
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|
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|
Deputy
Chairman of the Board of Directors
|
|
Niall
FitzGerald
|
|
|
|
|
|
|
|
|
|
Director
|
|
Manvinder
S. Banga
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
Mary
Cirillo
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
Steven
A. Denning
|
|
|
|
|
|
|
|
|
|
Director
|
|
Lawton
Fitt
|
|
|
|
|
|
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|
*
|
|
Director
|
|
Roger
L. Martin
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
Sir
Deryck Maughan
|
|
|
|
|
|
Director
|
|
Kenneth
Olisa
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
Vance
K. Opperman
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
John
M. Thompson
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
Peter
J. Thomson
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
John
A. Tory
|
|
|
|
*
|
By:
|
/s/ Deirdre Stanley
|
|
Attorney-in-Fact
|
|
|
|
Deirdre
Stanley
|
|
|
AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement on Form F-3 has been signed below by
the undersigned, solely in its capacity as the registrant’s duly authorized
representative in the United States, on this 24th day
of November 2009.
|
|
THOMSON
REUTERS HOLDINGS INC.
|
|
|
|
|
|
By:
|
/s/
Marc E. Gold
|
|
|
|
Name:
|
Marc
E. Gold
|
|
|
|
Title:
|
Assistant
Secretary
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Form
of Enrollment Form for the Amended and Restated Dividend Reinvestment Plan
of Thomson Reuters Corporation (Holders of Common
Shares)
|
|
|
|
Form of
Amended and Restated Dividend Reinvestment Plan of Thomson Reuters
Corporation
|
|
5.1
|
|
Opinion
of Torys LLP as to the legality of the securities being
registered*
|
|
8.1
|
|
Opinion
of Torys LLP regarding tax matters*
|
|
|
|
Consent
of PricewaterhouseCoopers LLP, Toronto, Canada
|
|
23.2
|
|
Consent
of Torys LLP*
|
|
24.1
|
|
Powers
of Attorney (included on the signature pages of this Registration
Statement as originally filed)*
|
*Previously
filed.
II -
6