- Amended Statement of Ownership (SC 13G/A)
February 12 2009 - 12:17PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Schedule 13G
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(Rule 13d-102)
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INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
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(Amendment No. 1)*
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WNS
(Holdings) Limited
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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92932M101
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(CUSIP Number)
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December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder
of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on
following pages)
Page 2 of 16
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1
|
NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC (Tiger Management)
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,811,417 shares (represented by 2,811,417 American Depositary Shares, which
may be exchanged into ordinary shares), of which 54,553 (represented by
54,553 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global II, L.P. (Tiger Global II),
1,629,012 (represented by 1,629,012 American Depositary Shares, which may be
exchanged into ordinary shares) are directly owned by Tiger Global, L.P.
(Tiger Global) and 1,127,852 (represented by 1,127,852 American Depositary
Shares, which may be exchanged into ordinary shares) are directly owned by
Tiger Global, Ltd. (Tiger Ltd.). Tiger Management is the investment manager
of each of Tiger Global II, Tiger Global and Tiger Ltd. and may be deemed to
have sole voting power with respect to such shares, and Charles P. Coleman
III (Coleman), the managing member of each of Tiger Management and Tiger
Global Performance, L.L.C. (Tiger Global Performance) and director of Tiger
Ltd., may be deemed to have sole voting power with respect to such shares;
Tiger Global Performance, the general partner of each of Tiger Global II and
Tiger Global, may be deemed to have sole voting power with respect to such
shares directly owned by such entities.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,811,417 shares (represented by 2,811,417 American Depositary Shares, which
may be exchanged into ordinary shares), of which 54,553 (represented by
54,553 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global II, 1,629,012 (represented by
1,629,012 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global and 1,127,852 (represented by
1,127,852 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Ltd. Tiger Management is the investment
manager of each of Tiger Global II, Tiger Global and Tiger Ltd. and may be
deemed to have sole dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger Management and Tiger Global
Performance and director of Tiger Ltd., may be deemed to have sole
dispositive power with respect to such shares; Tiger Global Performance, the
general partner of each of Tiger Global II and Tiger Global, may be deemed to
have sole dispositive power with respect to such shares directly owned by
such entities.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
Page 3 of 16
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|
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,811,417
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.6%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 16
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P.
(Tiger Global II)
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
54,553 shares (represented by 54,553 American Depositary Shares, which may be
exchanged into ordinary shares), except that each of Tiger Global
Performance, the general partner of Tiger Global II, and Tiger Global
Management, LLC (Tiger Management), the investment manager of Tiger Global
II, may be deemed to have sole voting power with respect to such shares, and
Coleman, the managing member of each of Tiger Global Performance and Tiger
Management, may be deemed to have sole voting power with respect to such
shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
54,553 shares (represented by 54,553 American Depositary Shares, which may be
exchanged into ordinary shares), except that each of Tiger Global
Performance, the general partner of Tiger Global II, and Tiger Management,
the investment manager of Tiger Global II, may be deemed to have sole
dispositive power with respect to such shares, and Coleman, the managing
member of each of Tiger Global Performance and Tiger Management, may be
deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
54,553
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12
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TYPE OF REPORTING PERSON*
|
PN
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 16
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P.
(Tiger Global)
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,629,012 shares (represented by 1,629,012 American Depositary Shares, which
may be exchanged into ordinary shares), except that each of Tiger Global
Performance, the general partner of Tiger Global, and Tiger Management, the
investment manager of Tiger Global, may be deemed to have sole voting power
with respect to such shares, and Coleman, the managing member of each of
Tiger Global Performance and Tiger Management, may be deemed to have sole
voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,629,012 shares (represented by 1,629,012 American Depositary Shares, which
may be exchanged into ordinary shares), except that each of Tiger Global
Performance, the general partner of Tiger Global, and Tiger Management, the
investment manager of Tiger Global, may be deemed to have sole dispositive
power with respect to such shares, and Coleman, the managing member of each
of Tiger Global Performance and Tiger Management, may be deemed to have sole
dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,629,012
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.8%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 16
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|
|
|
|
1
|
NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global
Performance, L.L.C. (Tiger Global Performance)
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,683,565 shares (represented by 1,683,565 American Depositary Shares, which
may be exchanged into ordinary shares), of which 54,553 (represented by
54,553 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global II and 1,629,012 (represented by
1,629,012 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global. Tiger Global Performance is the
general partner of each of Tiger Global II and Tiger Global and may be deemed
to have sole voting power with respect to such shares, Tiger Management is the
investment manager of each of Tiger Global II and Tiger Global and may be
deemed to have sole voting power with respect to such shares and Coleman, the
managing member of each of Tiger Global Performance and Tiger Management, may
be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,683,565 shares (represented by 1,683,565 American Depositary Shares, which
may be exchanged into ordinary shares), of which 54,553 (represented by
54,553 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global II and 1,629,012 (represented by
1,629,012 American Depositary Shares, which may be exchanged into ordinary
shares) are directly owned by Tiger Global. Tiger Global Performance is the
general partner of each of Tiger Global II and Tiger Global and may be deemed
to have sole dispositive power with respect to such shares, Tiger Management
is the investment manager of each of Tiger Global II and Tiger Global and may
be deemed to have sole dispositive power with respect to such shares and
Coleman, the managing member of each of Tiger Global Performance and Tiger
Management, may be deemed to have sole dispositive power with respect to such
shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,683,565
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
Page 7 of 16
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 16
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. (Tiger Ltd.)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,127,852 shares (represented by 1,127,852 American Depositary Shares, which may be exchanged into ordinary shares), except that
Tiger Management, the investment manager of Tiger Ltd., may be deemed to have sole voting power with respect to such shares, and
Coleman, director of Tiger Ltd. and the managing member of Tiger Management, may be deemed to have sole voting power with respect to
such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,127,852 shares (represented by 1,127,852 American Depositary Shares, which may be exchanged into ordinary shares), except that
Tiger Management, the investment manager of Tiger Ltd., may be deemed to have sole dispositive power with respect to such shares, and
Coleman, director of Tiger Ltd. and the managing member of Tiger Management, may be deemed to have sole dispositive power with
respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,127,852
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.6%
|
12
|
TYPE OF REPORTING PERSON*
|
CO
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 16
|
|
|
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|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III (Coleman)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,811,417 shares (represented by 2,811,417 American Depositary Shares, which may be exchanged into ordinary shares), of which 54,553
(represented by 54,553 American Depositary Shares, which may be exchanged into ordinary shares) are directly owned by Tiger Global
II, 1,629,012 (represented by 1,629,012 American Depositary Shares, which may be exchanged into ordinary shares) are directly owned
by Tiger Global and 1,127,852 (represented by 1,127,852 American Depositary Shares, which may be exchanged into ordinary shares) are
directly owned by Tiger Ltd. Coleman is the managing member of each of Tiger Global Performance (the general partner of each of Tiger
Global II and Tiger Global) and Tiger Management (the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd.) and
director of Tiger Ltd. and may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,811,417 shares (represented by 2,811,417 American Depositary Shares, which may be exchanged into ordinary shares), of which 54,553
(represented by 54,553 American Depositary Shares, which may be exchanged into ordinary shares) are directly owned by Tiger Global
II, 1,629,012 (represented by 1,629,012 American Depositary Shares, which may be exchanged into ordinary shares) are directly owned
by Tiger Global and 1,127,852 (represented by 1,127,852 American Depositary Shares, which may be exchanged into ordinary shares) are
directly owned by Tiger Ltd. Coleman is the managing member of each of Tiger Global Performance (the general partner of each of Tiger
Global II and Tiger Global) and Tiger Management (the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd.) and
director of Tiger Ltd. and may be deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,811,417
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
Page 10 of 16
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.6%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 16
This Amendment
No. 1 is filed by Charles P. Coleman III (Coleman), Tiger Global Management,
LLC, a Delaware limited liability company (Tiger Management), Tiger Global
II, L.P., a Delaware limited partnership, Tiger Global, L.P., a Delaware
limited partnership, Tiger Global Performance, L.L.C., a Delaware limited
liability company, and Tiger Global, Ltd., a Cayman Islands exempted company,
and amends the Schedule 13G filed by Coleman and Tiger Management. The
foregoing entities and individual are collectively referred to as the
Reporting Persons. Only those items as to which there has been a change are
included in this Amendment No. 1.
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ITEM 4.
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OWNERSHIP
|
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Provide the
following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
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|
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(a)
|
Amount
beneficially owned
:
|
|
|
|
|
|
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See Row 9 of
cover page for each Reporting Person.
|
|
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|
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(b)
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Percent of
Class
:
|
|
|
|
|
|
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See Row 11
of cover page for each Reporting Person.
|
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(c)
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Number of
shares as to which such person has
:
|
|
|
|
|
|
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(i)
|
Sole power
to vote or to direct the vote:
|
|
|
|
|
|
|
|
|
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See Row 5 of
cover page for each Reporting Person.
|
|
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|
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(ii)
|
Shared power
to vote or to direct the vote:
|
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|
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|
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See Row 6 of
cover page for each Reporting Person.
|
|
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|
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(iii)
|
Sole power
to dispose or to direct the disposition of
:
|
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|
|
|
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|
|
|
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See Row 7 of
cover page for each Reporting Person.
|
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(iv)
|
Shared power
to dispose or to direct the disposition of:
|
|
|
|
|
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See Row 8 of
cover page for each Reporting Person.
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Page 12 of 16
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: February 12,
2009
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Tiger Global
Management, L.L.C.
|
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/s/ Charles
P. Coleman III
|
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|
|
|
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Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger Global
II, L.P.
By Tiger Global Performance, L.L.C.
Its General Partner
|
|
/s/ Charles
P. Coleman III
|
|
|
|
Signature
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger
Global, L.P.
By Tiger Global Performance, L.L.C.
Its General Partner
|
|
/s/ Charles
P. Coleman III
|
|
|
|
Signature
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger Global
Performance, L.L.C.
|
|
/s/ Charles
P. Coleman III
|
|
|
|
|
|
Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger
Global, Ltd.
|
|
/s/ Charles
P. Coleman III
|
|
|
|
|
|
Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Director
|
|
|
|
Charles P.
Coleman III
|
|
/s/ Charles
P. Coleman III
|
|
|
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|
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Signature
|
Page 13 of 16
The original
statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a
person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representatives
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
NOTE
: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§240.13d-7 for other parties for whom
copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Page 14 of 16
EXHIBIT INDEX
|
|
Exhibit
|
Found on
Sequentially
Numbered Page
|
|
|
|
Exhibit A:
Agreement of Joint Filing
|
15
|
Page 15 of 16
EXHIBIT A
Agreement of Joint Filing
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto)
relating to the Ordinary Shares of WNS (Holdings) Limited shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an
exhibit to such Schedule 13G (or any amendment thereto).
Date:
February 12, 2009
|
|
|
Tiger Global
II, L.P.
By Tiger Global Performance, LLC
Its General Partner
|
|
/s/ Charles
P. Coleman III
|
|
|
|
Signature
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger
Global, L.P.
By Tiger Global Performance, L.L.C.
Its General Partner
|
|
/s/ Charles
P. Coleman III
|
|
|
|
Signature
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger Global
Performance, L.L.C.
|
|
/s/ Charles
P. Coleman III
|
|
|
|
|
|
Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
|
|
|
Tiger
Global, Ltd.
|
|
/s/ Charles
P. Coleman III
|
|
|
|
|
|
Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Director
|
|
|
|
Tiger Global
Management, LLC
|
|
/s/ Charles
P. Coleman III
|
|
|
|
|
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Signature
|
|
|
|
|
|
Charles P.
Coleman III
|
|
|
Managing
Member
|
Page 16 of 16
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Charles P.
Coleman III
|
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/s/ Charles
P. Coleman III
|
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Signature
|
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