|WNS (HOLDINGS) LTD filed this Form 6-K on 01/31/2019|
Risks Related to our ADSs
Substantial future sales of our shares or ADSs in the public market could cause our ADS price to fall.
Sales by us or our shareholders of a substantial number of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. These sales, or the perception that these sales could occur, also might make it more difficult for us to sell securities in the future at a time or at a price that we deem appropriate or to pay for acquisitions using our equity securities. As at December 31, 2018, we had 49,969,370 ordinary shares (excluding 1,100,000 treasury shares) outstanding, including 49,696,150 shares represented by 49,696,150 ADSs. In addition, as at December 31, 2018, a total of 3,012,522 ordinary shares or ADSs are issuable upon the exercise or vesting of options and restricted share units (RSUs) outstanding under our Third Amended and Restated 2006 Incentive Award Plan and our First Amended and Restated 2016 Incentive Award Plan. All ADSs are freely transferable, except that ADSs owned by our affiliates may only be sold in the US if they are registered or qualify for an exemption from registration, including pursuant to Rule 144 under the Securities Act of 1933, as amended (the Securities Act). The remaining ordinary shares outstanding may also only be sold in the US if they are registered or qualify for an exemption from registration, including pursuant to Rule 144 under the Securities Act.
The market price for our ADSs may be volatile.
The market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:
In addition, securities markets generally and from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ADSs.