UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
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| HYLO,23rd Floor, 103-105 Bunhill Row, Old street London | ECY1Y 8LZ | |
| 515 Madison Avenue, 8th Floor, New York, NY | 10022 | |
| (Addresses of principal executive offices) | (Zip codes) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 29, 2025, WNS (Holdings) Limited, a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company” or “WNS”), held a special court-ordered meeting of shareholders (the “Court Meeting”) and a general meeting of shareholders (the “General Meeting”), in each case in connection with the previously announced transaction with Capgemini S.E., a société européenne organized under the laws of France (the “Buyer”), pursuant to which the Buyer will acquire the entire issued and to be issued share capital of the Company by means of a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991 (the “Transaction”). The proposals presented to the Company’s shareholders at the Court Meeting and the General Meeting, respectively, are described in detail in the scheme circular containing the terms of the Scheme and related notices and explanatory information (the “Scheme Document”), published by the Company on July 30, 2025.
As of 10.00 p.m. (London Time) on August 27, 2025 (the “Voting Record Time”), the registered holder record time for the Court Meeting and General Meeting, there were 42,993,190 ordinary shares with a par value £0.10 per share of the Company (the “Company Ordinary Shares”) outstanding in the aggregate, each of which entitled the holder to one vote per Company Ordinary Share. At the Court Meeting, a total of 39 WNS shareholders (including Cede & Co.) were present in person or by proxy who represented 34,052,325 Company Ordinary Shares, representing approximately 79.20% of the total Company Ordinary Shares issued and outstanding and entitled to vote as of the Voting Record Time. At the General Meeting, a total of 34,052,529 Company Ordinary Shares were represented in person or by proxy, representing approximately 79.20% of the total Company Ordinary Shares issued and outstanding and entitled to vote as of the Voting Record Time. A quorum was present at each of the Court Meeting and the General Meeting. The final results of voting on each of the items submitted to a vote of the shareholders at the Court Meeting and the General Meeting are as follows:
Court Meeting
Scheme Proposal: To approve the Scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey.
The following votes were cast at the Court Meeting (in person or by proxy) and the Scheme Proposal was approved by the required majority in number of the WNS shareholders representing 75% or more of the votes cast by those WNS shareholders who voted in person or by proxy at the Court Meeting:
| For | Against | |||||||||||||
| Number of votes | Percentage of total votes cast (%) | Number of votes | Percentage of total votes cast (%) | |||||||||||
| 34,049,641 | 99.99 | 2,684 | 0.01 | |||||||||||
General Meeting
Scheme Authorization and Articles Amendment Proposal: To authorize the directors of the Company (or a duly authorized committee thereof) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to approve an amendment of the articles of association of the Company as set forth in the Scheme Document.
The following votes were cast at the General Meeting (in person or by proxy) and the Scheme Authorization and Articles Amendment Proposal was approved by the required two-thirds or more of the votes cast by the WNS shareholders who voted in person or by proxy at the General Meeting:
| For | Against | Votes Withheld1 | ||||||||||||||||
| Number of votes | Percentage of total votes cast (%) | Number of votes | Percentage of total votes cast (%) | Number of | ||||||||||||||
| 33,940,965 | 99.99 | 2,596 | 0.01 | 108,968 | ||||||||||||||
Item 7.01 Regulation FD Disclosure.
On August 29, 2025, the Company issued a press release announcing the shareholder approval of the Transaction. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated August 29, 2025, issued by WNS | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 | A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “FOR” or “AGAINST” the resolution. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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WNS (HOLDINGS) LIMITED (Registrant) | ||
| Date: August 29, 2025 | By: | /s/ Gopi Krishnan |
| Gopi Krishnan | ||
| General Counsel | ||
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