RTRSY » Topics » RECITALS:

These excerpts taken from the RTRSY 6-K filed Feb 29, 2008.

RECITALS:

 

(A)                              Thomson Reuters Corporation (“Thomson Reuters Corporation”) has agreed to acquire Reuters Group PLC (“Reuters”) by implementing a dual listed company structure (the “DLC Structure”) under which Thomson Reuters Corporation, Thomson Reuters PLC (“Thomson Reuters PLC”) and their respective Subsidiaries (as defined herein) from time to time will operate as a unified group (collectively the “Transaction”);

 

(B)                                Following completion of the Transaction, Reuters Founders Share Company is the registered holder of the Reuters Founders Shares (as defined herein);

 

(C)                                Pursuant to a deed of mutual covenant dated as of April   , 2008 among Reuters Founders Share Company, Thomson Reuters Corporation, Thomson Reuters PLC, Reuters, PA Group Limited, NPA Nominees Limited (on behalf of the Newspapers Publishers Association Limited), Australian Associated Press Pty Limited and New Zealand Press Association Limited, each of Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC has covenanted to use its best endeavours to ensure that the Reuters Trust Principles (as defined herein) are complied with in relation to the Thomson Reuters Group (as defined herein);

 

(D)                               As of the date hereof, the Woodbridge Group (as defined herein) Beneficially Owns (as defined herein)        common shares in the capital of Thomson Reuters Corporation (“Common Shares”) and does not have an Interest (as defined herein) in any ordinary shares in the capital of Thomson Reuters PLC (“Ordinary Shares”);

 

(E)                                 Woodbridge has agreed to support the Reuters Trust Principles in relation to the Thomson Reuters Group and to exercise its voting rights to give effect to this support;

 

(F)                                 Reuters Founders Share Company has agreed to designate the Woodbridge Group (as defined herein) as an “Approved Person” for the purposes of Thomson Reuters

 



 

 

Corporation’s Articles and Thomson Reuters PLC’s Articles (each as defined herein); and

 

(G)                                This Agreement sets forth how Woodbridge will support the Reuters Trust Principles in relation to the Thomson Reuters Group and confirms Reuters Founders Share Company’s designation of the Woodbridge Group as an “Approved Person” for purposes of Thomson Reuters Corporation’s Articles and Thomson Reuters PLC’s Articles.

 

RECITALS

 

A.                                   Thomson Reuters Corporation and Reuters Group PLC (“Reuters”) are parties to the Implementation Agreement pursuant to which Thomson Reuters Corporation has agreed to acquire Reuters by implementing the DLC Structure.

 

B.                                     The Trustee will hold the Thomson Reuters Corporation Special Voting Share (as defined below) under the terms of the TR Corporation Special Voting Share Trust Deed and will hold the Thomson Reuters PLC Special Voting Share (as defined below) under the terms of the TR PLC Special Voting Share Trust Deed.

 

C.                                     The Trustee has agreed to perform its obligations under this Agreement in connection with its holding of the Thomson Reuters Corporation Special Voting Share and the Thomson Reuters PLC Special Voting Share.

 

 



 

 

D.                                    Recitals A and B are made as representations and statements of fact by Thomson Reuters Corporation and Thomson Reuters PLC and not by the Trustee.

 

RECITALS:

 

(A)                              TR Corporation and Reuters are parties to the Implementation Agreement, pursuant to which TR Corporation has agreed to acquire Reuters by implementing the DLC Structure.

 

(B)                                Accordingly, TR Corporation and TR PLC have agreed that the implementation, management and operation of the TR Group shall be undertaken in accordance with the terms of this Agreement.

 

EXCERPTS ON THIS PAGE:

6-K (3 sections)
Feb 29, 2008

"RECITALS:" elsewhere:

Private Media Group (PRVT)
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