Erin Go Bragh for Willis, as Directors Approve Move to Ireland

September 21, 2009

Willis Group Holdings Limited has announced that its Board of Directors has approved changing the company’s place of incorporation from Bermuda to Ireland.

Willis’ shareholders will vote on the measure to change the place of incorporation, also known as a redomestication, at a shareholders meeting to be held in approximately three or four months. The change also requires the approval of the Supreme Court of Bermuda, as well as receipt of customary consents, approvals and waivers.

If and when the change is approved, “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,” said the bulletin.

Chairman and CEO Joseph J. Plumeri, explained: “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.”

Among some of the factors that Willis considered include Ireland’s membership in the European Union, as well as 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.”

The bulletin also indicated that being domiciled in Ireland would provide a “more stable environment with the financial and legal infrastructure to meet Willis’ needs,” as well as improving “Willis’ ability to maintain a competitive worldwide effective corporate tax rate.” Willis also pointed out that it has been doing business in Ireland since 1903, and has a “wide range of clients” in the country.

Some 25 years ago Ireland embarked on an ambitious plan to attract service and light industry to the country. In addition to favorable tax treatment, it also offers a very well educated and sympathetic pool of workers. While some of the tax advantages have been attacked by other EU member states, and inflation has added to the costs of doing business there, Ireland remains very hospitable to companies electing to incorporate there. Willis’ decision is no doubt welcome, as the “Celtic Tiger” has been hard hit by the current economic crisis.

Willis said it “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.”

Source: Willis Group Holdings –

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