WNS Announces Pricing of Public Offering of ADSs
February 09 2012 - 7:16PM
Business Wire
WNS (Holdings) Limited (WNS) (NYSE: WNS), a leading provider of
global offshore business process outsourcing services, today
announced the pricing of its previously announced underwritten
public offering of ADSs at a price to the public of $9.25 per ADS.
The offering was upsized to 10,650,000 ADSs from the original
offering size of 10,500,000 ADSs. Of the total offering of
10,650,000 ADSs, the number of ADSs offered by WNS was increased to
5,400,000 ADSs and the number of ADSs offered by Warburg Pincus
remains at 5,250,000 ADSs. Warburg Pincus has also granted the
underwriters of the offering a 30 day option to purchase up to an
additional 1,597,500 ADSs, representing 15% of the revised total
offering size, to cover over-allotments, if any. The offering is
expected to close on or about February 15, subject to customary
closing conditions.
WNS expects net proceeds from its sale of ADSs in the offering
to be approximately $45.5 million, after deducting underwriting
discounts and commissions and estimated offering expenses which are
payable by WNS. WNS intends to use the net proceeds from the
offering for general corporate purposes, which may include capital
expenditures, acquisitions, refinancing of indebtedness and working
capital. WNS will not receive any proceeds from the sale of ADSs by
Warburg Pincus in the offering.
BofA Merrill Lynch and Deutsche Bank Securities Inc. are joint
book-running managers and Baird, William Blair & Company
and Janney Montgomery Scott are co-managers. The ordinary shares
represented by the ADSs will be sold 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, 4 World
Financial Center, New York, NY 10080, Attn: Prospectus Department
or by email: dg.prospectus_requests@baml.com; or from Deutsche Bank
Securities Inc., Attn: Prospectus Department, 100 Plaza One, Jersey
City, New Jersey 07311, by telephone: (800) 503-4611, or by e-mail:
prospectus.cpdg@db.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 and Telecom; Consulting
and Professional Services; Healthcare; Banking and Financial
Services; Utilities, and Shipping and Logistics industries. WNS
delivers an entire spectrum of business process outsourcing
services such as customer care, finance and accounting, legal
services, procurement, research and analytics, technology services
and industry specific back office and front office processes. WNS
has over 22,500 professionals across 25 delivery centers worldwide
including India, the Philippines, the United Kingdom, Sri Lanka,
Romania, Costa Rica and the United States, as well as a
subcontractor’s delivery center in South Africa.
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 completion of the public offering and the intended use of
proceeds. 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 WNS will be able to
complete the public offering on the anticipated terms, or at all.
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; and references to "$" refer
to the United States dollars, the legal currency of the United
States.
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