F-6 1 f6.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 19, 2006 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS WNS (HOLDINGS) LIMITED (Exact name of issuer of deposited securities as specified in its charter) Not Applicable (Translation of issuer's name into English) Jersey, Channel Islands (Jurisdiction of incorporation or organization of issuer) DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly Bankers Trust Company (Exact name of depositary as specified in its charter) 60 Wall Street New York, New York 10005 (212) 250-9100 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) WNS North America Inc. 420 Lexington Avenue, Suite 2515 New York, New York 10170 (212) 599-6960 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Francis Fitzherbert-Brockholes, Esq. Michael W. Sturrock, Esq. White & Case Latham & Watkins LLP 5 Old Broad Street 80 Raffles Place London EC2N 1DW #14-20 UOB Plaza 2 +44-20-7532-1000 Singapore 048624 +65-6536-1161 It is proposed that this filing become effective [ ] immediately upon filing. under Rule 466: [ ] on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box: [X] CALCULATION OF REGISTRATION FEE
--------------------------- ------------ ------------------------ ------------------------ ---------------- Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered Aggregate Price Per Unit* Aggregate Offering Price** Registration Fee --------------------------- ------------ ------------------------ ------------------------ ---------------- American Depositary Shares 35,000,000 $5.00 $1,750,000 $187.25 evidenced by American American Depositary Receipts, each Depositary American Depositary Share Shares representing one ordinary share, par value 10 pence per share, of WNS (Holdings) Limited (the "shares") --------------------------- ------------ ------------------------ ------------------------ ----------------
* Each unit represents one hundred American Depositary Shares. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine. This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. ================================================================================ PART I INFORMATION REQUIRED IN PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt ("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which form of American Depositary Receipt is incorporated herein by reference. ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED Cross Reference
Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------------------------------------------------- ------------------------------------------ 1. Name of depositary and address of its principal executive Face of Receipt, Introductory Article office 2. Title of American Depositary Receipts and identity of Face of Receipt, Introductory Article deposited securities Terms of Deposit: (a) The amount of deposited securities represented by one Face of Receipt, Introductory Article unit of American Depositary Receipts upper right corner (b) The procedure for voting, if any, the deposited Reverse of Receipt, Article 15 securities (c) The collection and distribution of dividends Reverse of Receipt, Article 13 (d) The transmission of notices, reports and proxy Face of Receipt, Article 12, Reverse of soliciting material Receipt, Articles 14 and 15 (e) The sale or exercise of rights Face of Receipt, Articles 2 and 6, Reverse of Receipt, Articles 13, 16 and 21 (f) The deposit or sale of securities resulting from Reverse of Receipt, Articles 13 and 16 dividends, splits or plans of reorganization (g) Amendment, extension or termination of the deposit Reverse of Receipt, Articles 20 and 21 arrangements (no provision for extension) (h) Rights of holders of American Depositary Receipts to Face of Receipt, Article 12 inspect the books of the depositary and the list of holders of Receipts (i) Restrictions upon the right to transfer or withdraw Face of Receipt, Articles 2, 3 and 4 the underlying securities
Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------------------------------------------------- ------------------------------------------ (j) Limitation upon the liability of the depositary Face of Receipt, Articles 6 and 10, Reverse of Receipt, Articles 15, 16, 17, 18 and 21 3. Fees and Charges Face of Receipt, Article 9
ITEM 2. AVAILABLE INFORMATION Public reports furnished by issuer Face of Receipt Article 12 WNS (Holdings) Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the "Commission"). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary and, where made available by the Commission, on the Commission's website (www.sec.gov). PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. EXHIBITS (a) Deposit Agreement, dated July 18, 2006, by and among WNS (Holdings) Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder, (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibits A and B thereto. Filed herewith as Exhibit (a). (b) Any other agreement, to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. (c) 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. (d) Opinion of White & Case, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). (e) Certification under Rule 466. Not applicable. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Contained on signature pages hereto. ITEM 4. UNDERTAKINGS (a) 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. (b) 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 at least thirty days before any change in the fee schedule. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, dated as of July 18, 2006, by and among the Company, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on July 19, 2006. Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, par value 10 pence each, of WNS (Holdings) Limited. By: Deutsche Bank Trust Company Americas, as Depositary By: /s/ Tom Murphy ------------------------------------- Name: Tom Murphy Title: Vice President By: /s/ Jane Taylor ------------------------------------- Name: Jane Taylor Title: Vice President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, WNS (Holdings) Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mumbai, India, on July 19, 2006. WNS (Holdings) Limited By: /s/ Ramesh N. Shah ------------------------------------- Name: Ramesh N. Shah Title: Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 19, 2006. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ramesh Shah, Neeraj Bhargava and Zubin Dubash, severally, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, provided two of the above listed attorneys-in-fact act together on behalf of such person, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or substitute or substitutes, may lawfully do or cause to be done by virtue thereof. SIGNATURE TITLE DATE ---------------------------- ----------------------------- ----------------- /s/ Ramesh N. Shah ---------------------------- Chairman of the Board Ramesh N. Shah Director and Group Chief /s/ Neeraj Bhargava Executive Officer ---------------------------- (principal executive officer) Neeraj Bhargava Director and Group Chief Financial Officer (principal /s/ Zubin Dubash financial officer and ---------------------------- principal accounting officer) Zubin Dubash /s/ Pulak Prasad ---------------------------- Director Pulak Prasad /s/ Nitin Sibal ---------------------------- Director Nitin Sibal /s/ Miriam Strouse ---------------------------- Director Miriam Strouse /s/ Jeremy Young ---------------------------- Director Jeremy Young /s/ Guy Sochovsky ---------------------------- Director Guy Sochovsky SIGNATURE TITLE DATE ---------------------------- ----------------------------- ----------------- /s/ Timothy Hammond ---------------------------- Director Timothy Hammond Authorized Representative of By: /s/ Ramesh N. Shah WNS (Holdings) Limited in the ------------------------- United States Ramesh N. Shah INDEX TO EXHIBITS Exhibit Number ----------------------------------------------------------------- 99.1 (a) Deposit Agreement, dated July 18, 2006, by and among WNS (Holdings) Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibits A and B thereto. 99.2 (d) Opinion of White & Case, counsel to the Depositary, as to the legality of the securities being registered. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Contained on signature pages hereto.