FACTBOX - How the Reuters "golden share" will work

Tue May 15, 2007 7:08am EDT
 
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(Reuters) - Canadian publisher Thomson Corp. TOC.TO TOC.N has agreed to buy Reuters RTR.L for about 8.7 billion pounds ($17.2 billion).

The combined company will consist of two listed entities operating as a single group.

Reuters share structure includes two mechanisms designed to safeguard the company's independence. On Tuesday, the two groups set out how these would change if the deal is completed.

- The Reuters Trust Principles and the Reuters Founders Share Company structure will apply to both Thomson-Reuters Corporation and Thomson-Reuters Plc.

- The Reuters Founders Share Company will retain its right, through the Founders Shares, to defeat any shareholder resolution which would change the rights of the Founders Share.

- The Thomson family will own 53 percent of Thomson-Reuters via its Woodbridge holding company. Woodbridge will be exempt from the rule limiting holdings to 15 percent or controlling 30 percent of votes, as long as the family controls Woodbridge.

- The constitution of Thomson-Reuters Corporation will be amended to create a Special Voting A Share and a Founders Share.

- If a shareholder acquires 15 percent or more of the voting rights in Thomson-Reuters Corporation, the Special Voting A Share will multiply the rights of all other shares.

- This is designed to give the same level of protection under Canadian law.  Continued...

 

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