SEC Filings

S-8
WNS (HOLDINGS) LTD filed this Form S-8 on 10/31/2018
Entire Document
 
Form S-8
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WNS (HOLDINGS) LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Jersey, Channel Islands   33-0996780

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikroli (W)

Mumbai 400 079, India

(91-22) 4095-2100

(Address and telephone number of Principal Executive Office)

 

 

THE FIRST AMENDED AND RESTATED

WNS (HOLDINGS) LIMITED

2016 INCENTIVE AWARD PLAN

(Full title of the Plan)

WNS North America Inc.

15 Exchange Place

3rd Floor, Suite 310

Jersey City, NJ 07302, USA

(Name and Address of Agent For Service)

(201) 942 6254

(Telephone number, including area code, of agent for service)

 

 

Copy to:

Michael W. Sturrock, Esq.

Min Yee Ng, Esq.

Latham & Watkins LLP

9 Raffles Place #42-02

Republic Plaza

Singapore 048619

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered(2)

 

Proposed

Maximum

Offering Price

Per Share(3)

 

Proposed

Maximum

Aggregate

Offering Price(3)

 

Amount of

Registration Fee(4)

Ordinary Shares, par value 10 pence per share(1)

  1,400,000   $48.86   $68,404,000.00   $8,290.56

 

 

(1)

The ordinary shares, 10 pence par value per share, of WNS (Holdings) Limited (the “Registrant”) (the “Ordinary Shares”) are traded in the United States in the form of American Depositary Shares (“ADSs”). Each ADS represents one Ordinary Share and is evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares. Separate Registration Statements on Form F-6 (Registration No. 333-135859 and Registration No. 333-178416) have been filed for the registration of the ADSs evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares.

(2)

This Registration Statement registers 1,400,000 additional Ordinary Shares available for issuance under The First Amended and Restated WNS (Holdings) Limited 2016 Incentive Award Plan (“2016 Plan”) pursuant to an amendment and restatement of the 2016 Incentive Award Plan which was adopted by the Board of Directors of the Registrant on July 19, 2018 and approved by the shareholders of the Registrant on September 27, 2018. The 2016 Plan authorizes the issuance of a maximum of 3,900,000 Ordinary Shares plus 1,112,825 Ordinary Shares which immediately prior to the expiration of the Third Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan (the “2006 Plan”) were available for issuance or transfer as new awards under the 2006 Plan (the “Carryover Shares”), plus the number of Ordinary Shares subject to awards under the 2006 Plan outstanding at September 27, 2016, the effective date of the 2016 Plan (the “Effective Date”), which terminate, expire, lapse for any reason or are settled in cash on or after the Effective Date. However, the Registrant has, pursuant to Registration Statement on Form S-8 (File No. 333-214042), registered the offer and sale of 3,612,825 Ordinary Shares comprising 2,500,000 Ordinary Shares which have been issued or may be available for issuance under the 2016 Plan and 1,112,825 Carryover Shares. The newly registered Ordinary Shares are not yet subject to outstanding options under the 2016 Plan. This Registration Statement shall also cover any additional Ordinary Shares which may become issuable by reason of any stock split, stock dividend, recapitalization or similar transaction in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(3)

Solely for the purpose of calculating the registration fee, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price for the Ordinary Shares have been calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the ADSs of the Registrant on the New York Stock Exchange as of October 25, 2018.

(4)

This Registration Statement registers additional Ordinary Shares of the Registrant issuable pursuant to the same employee benefit plan, as amended and restated, for which the Registrant’s prior Registration Statement on Form S-8 relating to the 2016 Plan (File No. 333-214042), is currently effective. Accordingly, pursuant to General Instruction E to Form S-8, the registration fee is being paid with respect to the additional Ordinary Shares only.