SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs
that are to be delivered by the Applicant under such Pre-Release Transaction,
(2) agrees to indicate the Depositary as owner of such Shares or ADSs in its
records and to hold such Shares or ADSs in trust for the Depositary until such
Shares or ADSs are delivered to the Depositary or the Custodian, (3)
unconditionally guarantees to deliver to the Depositary or the Custodian, as
applicable, such Shares or ADSs and (4) assigns all beneficial right, title and
interest in and to the Shares or ADSs to the Depositary in its capacity as such,
(5) will not take any action with respect to such Shares or ADSs, as applicable,
that is inconsistent with the beneficial ownership (including disposing of such
Shares or ADSs, as applicable), other than to deliver such Shares or ADSs, as
applicable, to the Depositary in its capacity as such and (6) agrees to any
additional restrictions or requirements that the Depositary deems appropriate;
(b) at all times fully collateralized with cash, U.S. government securities or
such other collateral as the Depositary deems appropriate; (c) terminable by the
Depositary on not more than five (5) business days' notice; and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The Depositary will normally limit the number of ADSs and Shares
involved in such Pre-Release Transactions at any one time to thirty percent
(30%) of the ADSs outstanding (without giving effect to ADSs outstanding under
(i) above), provided, however, that the Depositary reserves the right to
disregard such limit from time to time as it deems appropriate. The Depositary
may also set limits with respect to the number of ADSs and Shares involved in
Pre-Release Transactions with any one person on a case by case basis as it deems
appropriate. The Depositary may retain for its own account any compensation
received by it in conjunction with the foregoing. Collateral provided pursuant
to (b) above, but not earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).

     (24) Ownership Restrictions. Holders and Beneficial Owners shall comply
with any limitations on ownership of Shares under the Memorandum and Articles of
Association of the Company or applicable Jersey law as if they held the number
of Shares their American Depositary Shares represent. The Company shall inform
the Holders, Beneficial Owners and the Depositary of any such ownership
restrictions in place from time to time.

                                      B-10