Willis Group, the global insurance broker, announced today that its Board of Directors has approved changing the company’s place of incorporation from Bermuda to Ireland. Willis’ shareholders will be asked to vote in favor of completing the change in place of incorporation, also known as a redomestication, at a shareholders meeting to be held in approximately three or four months. The redomestication will also be subject to approval of the Supreme Court of Bermuda, as well as receipt of customary consents, approvals and waivers.
If the redomestication is approved by Willis shareholders and the Supreme Court of Bermuda, it is expected that a new Irish public limited company, Willis Group Holdings plc, would replace Willis Group Holdings Limited as the ultimate public holding company of the Willis Group.
Joseph J. Plumeri, the company’s Chairman and CEO, said, “The Board of Directors has determined that the company’s redomestication to Ireland is in the best interests of Willis and our shareholders. We reviewed a number of alternatives with our Board of Directors, and believe that incorporating in Ireland will provide Willis with economic benefits and help ensure our continued global competitiveness.”
A member of the European Union, Ireland offers a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with European Union member states, the United States and other countries around the world where Willis does business. In addition to providing a more stable environment with the financial and legal infrastructure to meet Willis’ needs, it also improves Willis’ ability to maintain a competitive worldwide effective corporate tax rate. Most importantly, Willis has had ongoing operations serving a wide range of clients in Ireland since 1903 and currently is the largest insurance broker in Ireland.
Willis does not expect the redomestication will have any material change on its financial results and day-to-day operations and the Willis Group will continue to conduct its current business operations after the redomestication. Willis will continue to be registered with the U.S. Securities and Exchange Commission (SEC) and be subject to SEC reporting requirements, as if a U.S. domestic company. Further, Willis will continue to be subject to the mandates of the Sarbanes Oxley Act of 2002 and the applicable corporate governance rules of the New York Stock Exchange, and will continue to report its financial results in U.S. dollars and under U.S. generally accepted accounting principles, in addition to any reporting requirements by Irish law. Willis’ shares will continue to trade on the New York Stock Exchange under the ticker symbol “WSH.”
Full details of the proposed redomestication, and the associated benefits and risks, will be provided to shareholders in the coming months in a proxy statement with respect to a special shareholders’ meeting.
