Willis To Re-Domesticate From Bermuda To Ireland

NU Online News Service, Sept. 21, 3:30 p.m. EDT

Willis Group Holdings Ltd. said today that it plans to change its place of incorporation from Bermuda to Ireland and re-domesticate there.

Willis, with office headquarters in London, said it will ask shareholders to vote in favor of the plan at a shareholders meeting in three-to-four months.

The move will be subject to approval of the Supreme Court of Bermuda as well as other approvals and waivers.

Willis said that if the re-domestication 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 Ltd. as the ultimate public holding company of the Willis Group.

"The board of directors has determined that the company's re-domestication to Ireland is in the best interests of Willis and our shareholders," said Joseph J. Plumeri, the company's chairman and chief executive officer, in a statement.

"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," Mr. Plumeri said.

The brokerage noted that the move would be to a nation that is a member of the European Union and 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 that it does business with.

Willis went on to say that in addition to providing a more stable environment with the financial and legal infrastructure to meet Willis' needs, the Ireland re-domestication would also improve its "ability to maintain a competitive worldwide effective corporate tax rate."

The firm also mentioned that it has had ongoing operations in Ireland since 1903 and currently is the largest insurance broker there.

It will continue to be registered with the Securities and Exchange Commission and be subject to reporting requirements. It will remain subject to other U.S. regulatory bodies and reporting requirements. Willis said it will continue to be traded on the New York Stock Exchange under the ticker symbol "WSH."

In March last year, Bermuda-based insurer ACE Ltd. announced it would re-domesticate itself from the Cayman Islands to Switzerland, citing reputational, tax and capital concerns. The insurer completed the move in July last year.

While neither ACE nor Willis went into specifics, firms domiciled in island venues have been criticized as tax havens and locations where regulatory oversight and transparency are less rigorous than U.S. standards.