SEC Filings

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


  (d)

certified true copies of resolutions passed by the board of directors of the Company at meetings held on 19 July 2018 and 25 October 2018 in which the directors resolved, among other things to:

 

  (i)

approve the amended and restated form of the Plan as set out in the Company’s First Amended and Restated 2016 Incentive Award Plan;

 

  (ii)

approve the availability of 1,400,000 Ordinary Shares for grant under the Plan;

 

  (iii)

authorise the Company to allot and issue the Plan Shares in connection with any awards granted by the Company pursuant to the Plan;

 

  (e)

minutes of the annual general meeting of the shareholders of the Company held on 27 September 2018 whereby the shareholders resolved, among other things, to approve the amended and restated form of the Plan as set out in the Company’s First Amended and Restated 2016 Incentive Award Plan;

 

  (f)

the consent of the Jersey Financial Services Commission (JFSC) dated 19 September 2016 relating to the issue of awards under the Plan; and

 

  (g)

the consent of the JFSC dated 1 January 2017 relating to the issue of shares by the Company.

Assumptions

 

7.

In giving this opinion, we have assumed that:

 

  (a)

the Plan will be operated in accordance with its rules;

 

  (b)

the Company’s board of directors (or a duly authorised committee thereof):

 

  (i)

has duly authorised and granted all awards of Plan Shares granted by the Company and will duly authorise and grant all awards of Plan Shares to be granted by the Company; and

 

  (ii)

has resolved or will resolve to allot and issue Plan Shares pursuant to and in satisfaction of such awards,

in a manner consistent with their fiduciary duties and in accordance with the rules of the Plan and the Company’s articles of association;

 

  (c)

no issue of Plan Shares will result in the authorised share capital of the Company being exceeded;

 

  (d)

no Plan Share will be issued at a price less than its nominal value;

 

  (e)

the authenticity, accuracy, completeness and conformity to original documents of all copy documents examined by us;

 

  (f)

all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any director, secretary or officer of the Company are genuinely those of the persons whose signatures they purport to be;

 

  (g)

there is no provision of any law (other than Jersey law) which would affect anything in this opinion; and