UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JERSEY, CHANNEL ISLANDS 33-0996780
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
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GATE 4, GODREJ & BOYCE COMPLEX
PIROJSHANAGAR, VIKHROLI (W)
MUMBAI 400 079, INDIA
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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American Depositary Shares, each New York Stock Exchange, Inc.
representing one ordinary share
Ordinary shares, par value 10 pence per share New York Stock Exchange, Inc.*
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* Application to be made for listing, not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securities and Exchange Commission.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-135590 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereunder are contained in the sections entitled "Description of Share Capital," "Description of American Depositary Shares" and "Taxation" in the prospectus constituting part of the Registrant's Registration Statement on Form F-1 (File No. 333-135590), as amended, originally filed with the Securities and Exchange Commission on July 3, 2006 under the Securities Act of 1933, as amended, and are hereby incorporated by reference.
ITEM 2. EXHIBITS.
The following documents are filed as exhibits to this Registration Statement (or incorporated by reference herein):
Exhibit No.
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3.1 Memorandum of Association of WNS (Holdings) Limited, as amended.*
3.2 Articles of Association of WNS (Holdings) Limited, as amended.*
4.1 Form of Deposit Agreement by and among WNS (Holdings) Limited,
Deutsche Bank Trust Company Americas, as Depositary, and the holders
and beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder.*
4.2 Form of American Depositary Receipt (included in Exhibit 4.1).*
4.3 Specimen ordinary share certificate (effective as of the date
hereof).*
4.4 Specimen ordinary share certificate (effective upon the appointment of
Capita IRG (Offshore) Limited as WNS (Holdings) Limited's share
registrar, which is expected to be in September 2006).+
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* Incorporated herein by reference to the exhibits of the same number in the Registrant's Registration Statement on Form F-1 (File No. 333-135590) filed on July 3, 2006.
+ Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 14, 2006
WNS (HOLDINGS) LIMITED
By: /s/ Zubin Dubash
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Name: Zubin Dubash
Title: Chief Financial Officer
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EXHIBIT INDEX
3.1 Memorandum of Association of WNS (Holdings) Limited, as amended.*
3.2 Articles of Association of WNS (Holdings) Limited, as amended.*
4.1 Form of Deposit Agreement by and among WNS (Holdings) Limited, Deutsche
Bank Trust Company Americas, as Depositary, and the holders and beneficial
owners of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder.*
4.2 Form of American Depositary Receipt (included in Exhibit 4.1).*
4.3 Specimen ordinary share certificate (effective as of the date hereof).*
4.4 Specimen ordinary share certificate (effective upon the appointment of
Capita IRG (Offshore) Limited as WNS (Holdings) Limited's share registrar,
which is expected to be in September 2006).+
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* Incorporated herein by reference to the exhibits of the same number in the Registrant's Registration Statement on Form F-1 (File No. 333-135590) filed on July 3, 2006.
+ Filed herewith.
Exhibit 4.4
Certificate No. Registration Date No. of Shares
WNS (HOLDINGS) LIMITED
(Incorporated as a company limited by shares under the Companies (Jersey) Law
1991, as amended, Registered Number 82262)
ORDINARY SHARES
This is to certify that
is/are the registered holder(s) of
Ordinary Shares of 10p each, fully paid, in WNS (Holdings) Limited subject to the Articles of Association of the Company.
Given under the Securities Seal of the Company on the date shown above.
---------------------------- ---------------------------- Authorised Signatory Director Capita IRG (Offshore) Limited Registrar |
No transfer of the shares (or any portion thereof) comprised in this certificate can be registered until this certificate has been lodged with the Company's Registrars: Capita IRG (Offshore) Limited, Victoria Chambers, Liberation Square, 1/3 The Esplanade, St Helier, Jersey JE4 0FF
Certificate No. Lodging Agent Code |
To
Telephone:
From UK: 0870 162 3100
From Overseas: +(44) 208 639 2157
W038/01