WNS (Holdings) Limited (WNS) (NYSE: WNS), a leading provider of global
offshore business process outsourcing services, today announced that,
subject to market and other conditions, Warburg Pincus is proposing to
offer and sell 12,625,343 ADSs in an underwritten public offering.
Warburg Pincus also intends to grant the underwriters of the proposed
offering a 30-day option to purchase up to an additional 1,893,801 ADSs
to cover over-allotments, if any.
WNS does not intend to offer any ADSs in the proposed offering and will
not receive any proceeds from the sale of ADSs by Warburg Pincus in the
offering. Assuming the overallotment option is exercised in full by the
underwriters, Warburg Pincus will have no remaining shareholdings in WNS
following the offering.
BofA Merrill Lynch and Wells Fargo Securities are acting as joint
book-running managers and Baird, William Blair and Janney Montgomery
Scott are acting as co-managers for the offering. The ordinary shares
represented by the ADSs will be offered pursuant to a shelf registration
statement on Form F-3 previously filed with and declared effective by
the Securities and Exchange Commission (the “SEC”). WNS will also file
with the SEC a prospectus supplement with respect to the offering.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Copies of the prospectus
supplement and accompanying prospectus may be obtained, when available,
from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn:
Prospectus Department or by email: dg.prospectus_requests@baml.com;
or from Wells Fargo Securities, Attn: Equity Syndicate Department, 375
Park Avenue, New York, NY 10152, by telephone: (800) 326-5897, or by
e-mail: cmclientsupport@wellsfargo.com.
About WNS
WNS (Holdings) Limited (NYSE: WNS) is a leading global offshore business
process outsourcing company. WNS offers business value by combining
operational excellence with deep domain expertise in key industry
verticals including Insurance; Travel and Leisure; Manufacturing,
Retail, Consumer Products, Telecom and Diversified Businesses;
Consulting and Professional Services; Healthcare; Utilities; Banking and
Financial Services; Shipping and Logistics; and Public Sector
Industries. WNS delivers an entire spectrum of business process
outsourcing services such as finance and accounting, customer care,
technology solutions, research and analytics and industry specific back
office and front office processes. As of December 31, 2012, WNS had
25,931 professionals across 31 delivery centers worldwide including
Costa Rica, India, the Philippines, Poland, Romania, South Africa, Sri
Lanka, United Kingdom and the United States.
Safe Harbor Statement under the provisions of
the United States Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements, as defined in the safe
harbor provisions of the US Private Securities Litigation Reform Act of
1995. These forward-looking statements include, among other things,
statements relating to WNS’s expectations regarding the proposed public
offering. We caution you that reliance on any forward-looking statement
involves risks and uncertainties that might cause actual results to
differ materially from those expressed or implied by such statements.
These risks and uncertainties include, without limitation, risks and
uncertainties related to market conditions and satisfaction of customary
closing conditions related to the public offering. There can be no
assurance that the public offering will be completed. These and other
factors are more fully discussed in the prospectus supplement for the
offering filed with the SEC which is available at http://www.sec.gov.
Except as required by law, we do not undertake to release revisions of
any of these forward-looking statements to reflect future events or
circumstances.
References to “ADS” refer to American Depositary Shares, each
representing one ordinary share of WNS.
