SEC Filings

WNS (HOLDINGS) LTD filed this Form 20-F on 05/16/2018
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Table of Contents

Share Capital

As at March 31, 2018, the authorized share capital is £6,100,000, divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred shares of 10 pence each. As at March 31, 2018, 2017 and 2016, we had 50,434,080 shares (excluding 4,400,000 treasury shares), 50,012,559 shares (excluding 3,300,000 treasury shares) and 51,306,304 shares (excluding 1,100,000 treasury shares), respectively. The increase in the number of ordinary shares outstanding during the last three fiscal years resulted from the issuance of ordinary shares pursuant to our three share-based incentive plans: our 2002 Stock Incentive Plan, our 2006 Incentive Award Plan (as amended and restated) and our 2016 Incentive Award Plan. We have not issued any shares for consideration other than cash. There are no preferred shares outstanding.

Pursuant to Jersey law and our Memorandum and Articles of Association, our Board of Directors by resolution may establish one or more classes of preferred shares having such number of shares, designations, dividend rates, relative voting rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the board without any further shareholder approval. Such rights, preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of us. None of our shares have any redemption rights.


Under the 1991 Law, the doctrine of ultra vires in its application to companies is abolished and accordingly the capacity of a Jersey company is not limited by anything in its memorandum or articles or by any act of its members.

Changes in Capital or our Memorandum and Articles of Association

Subject to the 1991 Law and our Articles of Association, we may by special resolution at a general meeting:


    increase our authorized or paid-up share capital;


    consolidate and divide all or any part of our shares into shares of a larger amount than is fixed by our Memorandum of Association;


    sub-divide all or any part of our shares into shares of smaller amount than is fixed by our Memorandum of Association;


    convert any of our issued or unissued shares into shares of another class;


    convert all our issued par value shares into no par value shares and vice versa;


    convert any of our paid-up shares into stock, and reconvert any stock into any number of paid-up shares of any denomination;


    convert any of our issued limited shares into redeemable shares which can be redeemed;


    cancel shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of the authorized share capital by the amount of the shares so cancelled;


    reduce our issued share capital; or


    alter our Memorandum or Articles of Association.

General Meetings of Shareholders

We may at any time convene general meetings of shareholders. We hold an annual general meeting for each fiscal year. Under the 1991 Law, no more than 18 months may elapse between the date of one annual general meeting and the next.