Reuters Group PLC Thomson Reuters PLC the Thomson Corporation
Total Page:16
File Type:pdf, Size:1020Kb
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant, solicitor or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a jurisdiction outside the United Kingdom. If you have sold or otherwise transferred all of your Reuters Shares, or entitlements thereto through Reuters ADSs, please send this document together with the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold only part of your holding of Reuters Shares, or entitlements thereto through Reuters ADSs, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected as to the action you should take. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. Reuters Group PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 3296375) and Thomson Reuters PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 6141013) Recommended Acquisition of Reuters Group PLC by The Thomson Corporation by means of a scheme of arrangement of Reuters Group PLC under section 425 of the Companies Act 1985 and Notice of Extraordinary General Meeting of Reuters Group PLC and Introduction of up to 203,000,000 ordinary shares in Thomson Reuters PLC of 1000 pence each to the Official List Sponsored by Citi This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Reuters in Part III of this document, which contains the unanimous recommendation of the Reuters Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the Extraordinary General Meeting of Reuters. A letter from UBS and Blackstone explaining the Scheme appears in Part VI of this document. Notices of the Court Meeting and the Extraordinary General Meeting of Reuters, each of which will be held at The Reuters Building, South Colonnade, Canary Wharf, London E14 5EP on 26 March 2008, are set out at the end of this document. The Court Meeting will start at 10.00 a.m. (London time) on that date and the Extraordinary General Meeting at 10.15 a.m. (London time) or as soon thereafter as the Court Meeting is concluded or adjourned. Reuters Shareholders are asked to complete and return the enclosed blue and yellow Forms of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Reuters Registrars, Equiniti Limited, not less than 48 hours before the relevant meeting. Reuters Shareholders who hold Reuters Shares in CREST may also appoint a proxy using CREST by following the instructions set out in Section 3 of Part IV of this document. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Reuters Registrars or to the chairman of the meeting at the Court Meeting. However, in the case of the Extraordinary General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, it will be invalid. The action to be taken by Reuters Shareholders is further described in Part IV of this document. Reuters Shareholders (other than certain Overseas Shareholders, including Reuters ADS Holders) will also find enclosed with this document a green Form of Election which relates to the Loan Note Option. Reuters Shareholders who wish to make an election to receive Loan Notes instead of some or all of the cash consideration to which they would otherwise be entitled are requested, if they are certificated holders, to complete the green Form of Election in accordance with the instructions printed thereon and return such form at the same time as they return their Forms of Proxy or, if they are uncertificated holders (i.e. they hold through CREST), to submit a TTE Instruction in accordance with the instructions set out in Section 5(b) of Part IV of this document. Registered holders of Reuters ADSs are asked to complete and return the enclosed white ADS Voting Instruction Card and return it in accordance with the instructions printed thereon to Mellon Investor Services, Proxy Processing P.O. Box 3862, South Hackensack, NJ 07606-9562, USA (for the Business Reply Envelope for US holders) or to Mellon Investor Services, Proxy Processing P.O. Box 3865, South Hackensack, NJ 07606-3865, USA (for the Courtesy Reply Envelope for non-US holders), so that it is received as soon as possible and in any event no later than 3.00 p.m. (Eastern time) on 19 March 2008. The action to be taken by registered holders of Reuters ADSs is further described in Section 2.4 of Part XIX of this document which contains important information relevant to holders of Reuters ADSs. The availability of the Thomson Reuters PLC Shares, the Thomson Reuters PLC ADSs and the Loan Notes to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements. A copy of this document, which has been prepared in accordance with the Prospectus Rules in relation to the admission of the Thomson Reuters PLC Shares to trading on the London Stock Exchange has been filed with the FSA and made available to the public as required by paragraph 3.2 of the Prospectus Rules. No Thomson Reuters PLC Shares have been marketed to, or are available for purchase by, the public in the United Kingdom or elsewhere in connection with the Introduction and Admission of the Thomson Reuters PLC Shares to trading on the London Stock Exchange’s main market for listed securities. Application will be made to the FSA and to the London Stock Exchange, respectively, for the entire ordinary share capital of Thomson Reuters PLC, issued and to be issued, to be admitted to the Official List and to trading on the London Stock Exchange’s main market for listed securities. Admission to the Official List, together with admission to trading on the London Stock Exchange’s main market for listed securities (“Admission”), constitutes admission to official listing on a stock exchange in the United Kingdom. It is currently expected that Admission of the Thomson Reuters PLC Shares, to be issued to persons on the Reuters Group PLC register of members at 6.00 p.m. (London time) on 16 April 2008, to the Official List and to trading on the London Stock Exchange’s main market for listed securities will become effective and that unconditional dealings will commence in the Thomson Reuters PLC Shares at 8.00 a.m. (London time) on 17 April 2008. In addition, Thomson Reuters PLC has provided notification to Nasdaq of the substitution listing of the Thomson Reuters PLC ADSs on the Nasdaq Global Select Market. No application is currently intended to be made for the Thomson Reuters PLC Shares to be admitted to listing or dealing on any other exchange. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. The information contained in this document is accurate as at the date of this document, regardless of the time of delivery of this document or of any issue or allotment of Thomson Reuters PLC Shares. Neither the delivery of this document nor any issue and allotment made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Thomson Reuters PLC since the date hereof or that the information in this document is correct as at any time subsequent to the date of this document. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Reuters, Thomson Reuters or Thomson except where otherwise stated. Your attention is drawn to the section headed “Risk Factors” set out in Part II of this document for a discussion of certain factors that should be considered by Reuters Shareholders and Reuters ADS Holders when considering what action to take in connection with the Court Meeting and Extraordinary General Meeting and by potential investors when considering whether to invest in Thomson Reuters. If you are a Reuters Shareholder and you have any questions about this document, the Court Meeting or the Extraordinary General Meeting, or are in any doubt as to how to complete the Forms of Proxy, please call Equiniti Limited between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in the UK) on 0871 384 2890 (from within the UK) or +44 121 415 0267 (from outside the UK). Calls will be charged at 8 pence per minute from a BT landline in respect of the “0871” number (other telephone provider costs may vary) or international rates (as the case may be).