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The Thomson Corporation Disclosure in Accordance with Rule 2.10 of the City Code
STAMFORD, Conn.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, The Thomson Corporation confirms that as of the close of business on July 24, 2007, it had 640,414,573 common shares in issue.
The ISIN reference for these securities is CA8849031056.
Dealing Disclosure Requirements
Under the provisions
of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or
becomes, 'interested' (directly or indirectly) in 1% or more of any class
of 'relevant securities' of Thomson or of Reuters, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities')
must be publicly disclosed by no later than 3.30 pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Transaction becomes,
or is declared, unconditional, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Thomson or Reuters, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Thomson or Reuters by Thomson or Reuters, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
The Thomson Corporation
The Thomson Corporation (www.thomson.com)
is a global leader in providing essential electronic workflow solutions
to business and professional customers. With operational
headquarters in Stamford, Conn., Thomson provides value-added
information, software tools and applications to professionals in the
fields of law, tax, accounting, financial services, scientific research
and healthcare. The Corporation’s common shares are listed
on the New York and Toronto stock exchanges (NYSE: TOC; TSX: TOC).
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