UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2009
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Commission File Number: 1-31349 |
Commission File Number: 333-08354 |
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THOMSON REUTERS CORPORATION |
THOMSON REUTERS PLC |
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(Translation of registrant's name into English) |
(Translation of registrant's name into English) |
3 Times Square
New York, New York 10036, United States
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Thomson Reuters Corporation:
Form 20-F o Form 40-F x
Thomson Reuters PLC:
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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THOMSON REUTERS CORPORATION |
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(Registrant) |
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By: |
/s/ Marc E. Gold |
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Name: Marc E. Gold | |
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Title: Assistant Secretary | |
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THOMSON REUTERS PLC |
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(Registrant) |
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By: |
/s/ Marc E. Gold |
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Name: Marc E. Gold | |
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Title: Assistant Secretary | |
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Date: September 1, 2009 |
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EXHIBIT INDEX
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Exhibit Number |
Description | |
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Monthly UK Batch - August 2009 |
Exhibit 99.1
September 1, 2009
Thomson Reuters previously furnished to the SEC and filed with the Canadian securities regulatory authorities certain announcements that it made in August 2009 in the United Kingdom via RNS, a Regulatory Information Service. Included below are certain other RNS announcements made during August 2009.
THOMSON REUTERS PLC – RNS ANNOUNCEMENTS
Large Shareholder RNS Announcement
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
Thomson Reuters plc |
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2. Reason for notification (yes/no) | |
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An acquisition or disposal of voting rights |
yes |
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
no |
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An event changing the breakdown of voting rights |
no |
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Other (please specify): |
no |
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3. Full name of person(s) subject to notification obligation: |
ValueAct Capital Management, LLC; ValueAct Capital Management, L.P.; ValueAct Holdings GP, LLC; ValueAct Holdings, L.P. (collectively “ValueAct Indirect Holders”)
ValueAct Capital Master Fund, L.P. |
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4. Full name of shareholder(s) (if different from 3): |
ValueAct Capital Master Fund, L.P. |
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5. Date of transaction (and date on which the threshold is crossed or reached if different): |
07/08/2009 |
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6. Date on which issuer notified: |
10/08/2009 |
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7. Threshold(s) that is/are crossed or reached: |
6% |
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| 8: Notified Details | |||||||
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A: Voting rights attached to shares
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Class/type of shares |
Situation previous to the triggering transaction |
Resulting situation after the triggering transaction | |||||
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If possible use ISIN code |
Number of shares |
Number of voting rights |
Number of shares |
Number of voting rights |
Percentage of voting rights | ||
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Direct |
Indirect |
Direct |
Indirect | ||||
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ValueAct Indirect Holders Ordinary Shares |
10,833,806 |
10,833,806 |
10,569,475 |
10,569,475 |
5.8% | ||
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ValueAct Capital Master Fund, L.P. Ordinary Shares |
10,833,806 |
10,833,806 |
10,569,475 |
10,569,475 |
10,569,475 |
5.8% | |
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B: Financial Instruments
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Resulting situation after the triggering transaction
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Type of financial instrument |
Expiration date |
Exercise/ conversion period/date |
No. of voting rights that may be acquired (if the instrument exercised/converted) |
Percentage of voting rights |
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Total (A+B)
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Number of voting rights |
Percentage of voting rights |
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10,569,475 |
5.8% |
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9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable: |
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All of the reported ordinary shares are held by ValueAct Capital Master Fund, L.P. (10,569,475 ordinary shares, 5.8%). VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P. ValueAct Capital Management, LLC
is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.
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Proxy Voting:
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10. Name of proxy holder:
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11. Number of voting rights proxy holder will cease to hold:
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12. Date on which proxy holder will cease to hold voting rights:
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Other RNS Announcement
Thomson Reuters – Voting Rights and Capital
Update for August 2009
NEW YORK, NY – August 28, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN) today announced that:
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Thomson Reuters PLC had 181,229,243 ordinary shares issued and outstanding as of the close of business (London time) on August 28, 2009; and |
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Thomson Reuters Corporation had 647,818,677 common shares issued and outstanding as of the close of business (Toronto time) on August 27, 2009. |
Under its dual listed company (DLC) structure, Thomson Reuters has two parent companies – Thomson Reuters Corporation and Thomson Reuters PLC. Holders of Thomson Reuters Corporation common shares and Thomson Reuters PLC ordinary shares both have a stake in Thomson Reuters, with cash dividend, capital distribution and voting rights
that are comparable to the rights they would have if they were holding shares in one company carrying on Thomson Reuters business. Thomson Reuters had a total of 829,047,920 common shares and ordinary shares issued and outstanding as of today.
Shareholders determining whether they need to notify their voting interest in, or a change in their voting interest in, Thomson Reuters PLC under the UK FSA’s Disclosure and Transparency Rules may use 181,229,243 as the denominator for their calculations. Shareholders with notification requirements in the United Kingdom may also wish
to consult with their legal advisors regarding any applicable U.S. or Canadian filings or notifications regarding their Thomson Reuters voting interests.
Thomson Reuters holds no shares in treasury at this time.
This notification is made in accordance with Disclosure and Transparency Rule 5.6.1.
Contact:
Elizabeth Maclean
Assistant Company Secretary
Thomson Reuters PLC
elizabeth.maclean@thomsonreuters.com
Tel. no. 020 7542 6706
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