FORM 8-K

Date: June 29, 2015

WILLIS GROUP HOLDINGS

PUBLIC LIMITED COMPANY

/s/ Matthew Furman

Matthew Furman

Group General Counsel

0001193125-15-237933.txt : 20150629 0001193125-15-237933.hdr.sgml : 20150629 20150629072359 ACCESSION NUMBER: 0001193125-15-237933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150625 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20150629 DATE AS OF CHANGE: 20150629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS GROUP HOLDINGS PLC CENTRAL INDEX KEY: 0001140536 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16503 FILM NUMBER: 15956647 BUSINESS ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ BUSINESS PHONE: 44-20-3124-6000 MAIL ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ FORMER COMPANY: FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS LTD DATE OF NAME CHANGE: 20010514 8-K 1 d948077d8k.htm FORM 8-K FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2015

Willis Group Holdings Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland

001-16503

98-0352587

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England and Wales

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (011) 44-20-3124-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Pursuant to its firm offer submitted on April 22, 2015, Willis Group Holdings Public Limited Company (“Willis”) entered into a Share Purchase Agreement (the “Purchase Agreement”) on June 25, 2015 with Astorg Partners and the other shareholders of GS & Cie Groupe (“Gras Savoye”).

Willis has an investment (approximately 30%) in Gras Savoye. As previously disclosed on Willis’ Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 23, 2015, under the terms of the Purchase Agreement, Willis has agreed to purchase the outstanding share capital of Gras Savoye from its shareholders (the “Transaction”) for approximately €550 million, which includes the repayment of outstanding third-party debt (estimated to be €40 million).

The Transaction is expected to close on or about December 31, 2015, subject to customary regulatory requirements.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.