Aon plc has filed a preliminary proxy statement to move the jurisdiction of incorporation of its parent company from the United Kingdom ("UK") to Ireland.
In a statement, Aon said that remaining within the European Union single market would "help the firm maintain a stable corporate structure and capital flexibility."
Aon added that the move was expected "to drive ongoing shareholder value creation through effective capital management that maximizes return on invested capital."
According to the company, moving the jurisdiction of incorporation for Aon's parent company will not result in any material change to Aon's current business operations, reporting requirements, or listings.
Aon said that it will maintain the firm's operating company headquarters at the Leadenhall Building in London and that it remains committed to the UK and the London insurance market.
Aon explained that it will change the jurisdiction of incorporation of its parent company from the UK to Ireland through a transaction that will result in a new publicly held parent company incorporated in Ireland. This proposed reorganization (the "Transaction") will require shareholder approval. If shareholders approve the Transaction, the company will be required to make a subsequent application to the High Court of Justice of England and Wales to seek approval. According to Aon, this application is expected to be heard, and the company currently anticipates that the Transaction will be completed, in the first quarter of 2020.
According to Aon, upon completion of the Transaction, each shareholder will own the same number of Class A ordinary shares (U.S. dollar denominated) of the new Irish public limited company that such shareholder owned immediately prior to completion of the Transaction, and each shareholder's proportionate ownership and relative voting rights will remain unchanged. Aon expects that the shares of the new Irish parent company will be listed on the New York Stock Exchange and that it will continue to report earnings and other financial statements in accordance with Securities and Exchange Commission regulations, including dollar denominated financial statements.
Learn more: Aon plc.
Victoria Spears
Victoria Prussen Spears is senior vice president of Meyerowitz Communications Inc., a law firm marketing communications consulting company. A graduate of Sarah Lawrence College and Brooklyn Law School, Ms. Spears was an attorney at a leading New York City law firm before joining Meyerowitz Communications. She may be contacted at [email protected].