8-KOther EventsExhibits & Filings

Aon plc 8-K Report, Corporate Update (Mar 12, 2012)

Filed March 12, 2012For Securities:AON

Summary

This 8-K filing from Aon plc on March 12, 2012, primarily addresses U.K. tax considerations related to its ongoing merger transaction, providing a significant update for stockholders. The company secured confirmation from H.M. Revenue & Customs that the exchange of Aon Corporation shares for Class A Ordinary Shares of the new U.K. parent company (Aon UK) should qualify for 'rollover' tax treatment under Section 135 of the Taxation of Chargeable Gains Act 1992. This means U.K. taxpayers generally will not face an immediate capital gains tax charge upon the merger. In addition to the tax update, Aon also reported an administrative amendment to its Merger Agreement with Market Mergeco Inc. This amendment clarifies the procedures for delivering Aon UK shares to existing Aon Corporation stockholders. Furthermore, minor revisions were made to the proposed Articles of Association for Aon UK, covering aspects like the nominal value of Class B shares, quorum considerations for 'broker non-votes,' and proxy form approvals. Investors are still advised to consult their own tax advisors regarding the specific implications of the merger.

Key Highlights

  • 1Aon received confirmation from H.M. Revenue & Customs for U.K. tax 'rollover' treatment on the merger share exchange, deferring immediate capital gains tax for U.K. stockholders.
  • 2The rollover treatment is subject to conditions and assumptions, and stockholders seeking to claim it are advised to obtain independent tax advice.
  • 3An administrative amendment to the Merger Agreement with Market Mergeco Inc. was executed on March 12, 2012, refining share delivery procedures.
  • 4Minor revisions were made to the proposed Articles of Association for the new U.K. parent company, Aon UK, addressing share classifications, quorum rules, and proxy forms.
  • 5The filing includes updated information regarding the merger transaction, reinforcing the importance of reviewing the definitive proxy statement/prospectus.
  • 6Stockholders who have already voted are reminded they can revoke prior instructions and cast a new vote, following procedures outlined in the proxy statement.

Frequently Asked Questions

The primary U.K. tax implication is that the exchange of Aon Corporation shares for shares in the new U.K. parent company (Aon UK) is expected to qualify for 'rollover' treatment under Section 135 of the Taxation of Chargeable Gains Act 1992. This means that, for U.K. tax purposes, stockholders are generally treated as not having disposed of their original shares, and therefore, they should not face an immediate capital gains tax charge as a result of the merger. Their new Aon UK shares will be treated as acquired at the same time and cost as their original Aon Corporation shares.

Yes, the confirmation from H.M. Revenue & Customs is subject to certain conditions and assumptions. The 'rollover' provisions do not apply if the exchange is not for bona fide commercial reasons or is part of a scheme where a main purpose is tax avoidance. While Aon does not believe these conditions will prevent rollover treatment, they have not sought specific clearance on this point. Therefore, Aon strongly recommends that stockholders seeking to benefit from this treatment obtain their own independent tax advice.

The amendment made to the Agreement and Plan of Merger and Reorganization with Market Mergeco Inc. is administrative in nature. Its primary purpose is to revise the procedural aspects of how the exchange agent will deliver the Class A Ordinary Shares of the new U.K. parent company, Aon UK, to the stockholders of Aon Corporation following the effective time of the merger.

The revisions to Aon UK's Articles of Association are described as minor, clarifying, and administrative. Key changes include clarifying the nominal value of Class B Ordinary Shares (which will not be issued in the merger), specifying how 'broker non-votes' are considered for quorum purposes in certain shareholder meeting circumstances, and modifying the approved form of proxy that the board of directors can accept, allowing for forms other than just written ones.