8-KSecurities & ListingOther Events

Accenture plc 8-K Report, Unregistered Securities Sale (Mar 13, 2018)

Filed March 13, 2018For Securities:ACN

Summary

Accenture plc (ACN) filed an 8-K on March 13, 2018, to report the completion of a merger. Accenture Holdings plc merged with and into Accenture plc, with Accenture plc as the surviving entity. This transaction involved the exchange of ordinary shares of Accenture Holdings for Class A ordinary shares of Accenture plc. Approximately 25.6 million Class A ordinary shares were issued to former Accenture Holdings shareholders, primarily consisting of current and former Accenture leadership and their transferees. The merger was confirmed by the High Court of Ireland as fair to all ordinary shareholders of Accenture Holdings. The issuance of these shares was exempt from registration requirements under the Securities Act of 1933. Additionally, Accenture plc redeemed its outstanding Class X ordinary shares, which were held by former Accenture Holdings shareholders, and intends to terminate their registration and suspend related reporting obligations with the SEC.

Key Highlights

  • 1Completion of merger between Accenture Holdings plc and Accenture plc, with Accenture plc as the surviving entity.
  • 2Accenture plc issued 25,554,372 Class A ordinary shares to former Accenture Holdings shareholders.
  • 3The merger was confirmed by the High Court of Ireland as procedurally and substantively fair to Accenture Holdings ordinary shareholders.
  • 4Issuance of Class A ordinary shares was exempt from SEC registration requirements under Section 3(a)(10) of the Securities Act of 1933.
  • 5Accenture plc redeemed all outstanding Class X ordinary shares.
  • 6Accenture plc intends to file a Form 15 to terminate the registration of Class X ordinary shares and suspend related reporting obligations with the SEC.

Frequently Asked Questions

The primary event reported is the completion of the merger between Accenture Holdings plc and Accenture plc, where Accenture plc is the surviving entity. This involved the exchange of ordinary shares of Accenture Holdings for Class A ordinary shares of Accenture plc.

Accenture plc issued a total of 25,554,372 Class A ordinary shares to holders of ordinary shares of Accenture Holdings (excluding Accenture plc and Accenture Holdings itself).

No, the issuance of Class A ordinary shares in connection with the merger was exempt from the registration requirements of the Securities Act of 1933, pursuant to Section 3(a)(10) of the Act, following confirmation of the merger's fairness by the High Court of Ireland.

Accenture plc redeemed all outstanding Class X ordinary shares held by former Accenture Holdings shareholders. The company intends to file a Form 15 to terminate the registration of these Class X ordinary shares and suspend its associated SEC reporting obligations, though this will not impact reporting for Class A ordinary shares.