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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/26/24 Deutsche Bank Tr Co Americas/… Gp F-6 POS 2:84K WNS (Holdings) Ltd. White & Case LLP/FA |
Document/Exhibit Description Pages Size 1: F-6 POS F-6 Registration Statement HTML 57K 2: EX-99.A(3) (A)(3) Amendment to the Deposit Agreement HTML 26K
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As filed with the Securities and Exchange Commission on January 26, 2024
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Registration No. 333-178416
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Min Yee Ng, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02 Republic Plaza
Singapore 048619
+(65) 6536-1161
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Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1502
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It is proposed that this filing become effective under Rule 466:
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☐ immediately upon filing.
☐ on (Date) at (Time).
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit |
Proposed
maximum aggregate offering price |
Amount of registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of WNS (Holdings) Limited
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N/A
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N/A
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N/A
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N/A
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED CROSS REFERENCE
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Required Information
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Location in Form of Receipt Incorporated Herein as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one unit of Receipt
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the issuer
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Face of Receipt – Article 9
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Item 2.
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AVAILABLE INFORMATION
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Item 3.
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EXHIBITS
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(a)(1)
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Form of Deposit Agreement, dated as of July 18, 2006, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued
thereunder (the “Deposit Agreement”). – Previously filed as Exhibit 99.1(a) to the Registration Statement on Form F-6 (File No. 333-135859), which exhibit is incorporated herein by reference.
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(a)(2)
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Form of American Depositary Receipt. – Previously filed as Exhibit (a)(2) to the Registration Statement, which exhibit is incorporated herein by reference
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(a)(3)
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Amendment to the Deposit Agreement - Filed herewith as Exhibit (a)(3).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. - Not applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - Not applicable.
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(d)
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Opinion of counsel to the Depositary, as to the legality of the securities to be registered. - Previously filed as Exhibit (d) to the Registration Statement and incorporated herein by reference.
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(e)
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Certification under Rule 466. – Not applicable.
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(f)
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Powers of attorney for certain officers and directors of the Company. – Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of
the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty (30) days before any change in the fee schedule.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share, of WNS (Holdings) Limited.
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ Michael Curran
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Name:
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Title:
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Vice President
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By:
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/s/ Robert Martello
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Name:
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Title:
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Director
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WNS (Holdings) Limited
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By:
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/s/ Gopi Krishnan
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Name:
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Title:
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General Counsel
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Signature
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Title
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/s/ Timothy L. Main
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Chairman of the Board
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Name:
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Director and Group Chief Executive Officer
(Principal executive officer)
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Name:
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/s/ Sanjay Puria
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Group Chief Financial Officer
(Principal financial and accounting officer)
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Name:
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/s/ Jason Liberty
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Director
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Name:
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/s/ Françoise Gri
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Director
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Name:
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/s/ Keith Haviland
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Director
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Name:
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/s/ Mario P. Vitale
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Director
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Name:
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/s/ Lan Tu
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Director
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Name:
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Director
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Name:
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/s/ Judy Marlinski
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Director
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Name:
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/s/ Timothy L. Main
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Authorized Representative in the United States
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Name:
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Exhibit
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Document
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(a)(3)
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Amendment to the Deposit Agreement
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| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/26/24 | None on these Dates | ||
| 7/18/06 | ||||
| List all Filings | ||||