SEC Filings

6-K
WNS (HOLDINGS) LTD filed this Form 6-K on 11/05/2018
Entire Document
 


Table of Contents

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 September 30, 2018, we had 49,934,006 ordinary shares (excluding 1,100,000 treasury shares) outstanding, including 49,650,828 shares represented by 49,650,828 ADSs. In addition, as at September 30, 2018, a total of 3,074,862 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:

 

   

announcements of technological developments;

 

   

regulatory developments in our target markets affecting us, our clients or our competitors;

 

   

actual or anticipated fluctuations in our operating results;

 

   

changes in financial estimates by securities research analysts;

 

   

changes in the economic performance or market valuations of other companies engaged in business process management;

 

   

addition or loss of executive officers or key employees;

 

   

sales or expected sales of additional shares or ADSs;

 

   

loss of one or more significant clients; and

 

   

a change in control, or possible change of control, of our company.

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.

 

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