WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
As at September 30, 2018, the authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred
shares of 10 pence each. The Company had 49,934,006 ordinary shares (excluding 1,100,000 treasury shares) outstanding as at September 30, 2018. There were no preferred shares outstanding as at September 30, 2018.
As at March 31, 2018, the authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred
shares of 10 pence each. The Company had 50,434,080 ordinary shares (excluding 4,400,000 treasury shares) outstanding as at March 31, 2018. There were no preferred shares outstanding as at March 31, 2018.
Treasury shares
On March 16, 2016, the
Companys shareholders authorized a share repurchase program for the repurchase of up to 3,300,000 of the Companys American Depository Shares (ADSs) each representing one ordinary share, par value 10 pence per share of the
Company, at a price range of $10 to $50 per ADS. Pursuant to the terms of the repurchase program, the Companys ADSs may be purchased in the open market from time to time for 36 months from March 16, 2016, the date of shareholders
approval. The Company was not obligated under the repurchase program to repurchase a specific number of ADSs, and the repurchase program could be suspended at any time at the Companys discretion.
During the year ended March 31, 2017, the Company purchased 2,200,000 ADSs in the open market for a total consideration of $64,224 (including transaction
costs of $33 for share repurchase of 2,200,000 ADSs, $111 paid towards cancellation fees for ADSs in relation to share repurchase of 2,200,000 ADSs which was completed during the year ended March 31, 2017, and $55 paid towards cancellation fees
for ADSs in relation to share repurchase of 1,100,000 ADSs, which was completed during the year ended March 31, 2016). During the year ended March 31, 2018, the Company purchased the balance 1,100,000 ADSs in the open market for a total
consideration of $39,546 (including transaction costs of $17) and completed the share repurchase program. The shares underlying these purchased ADSs are recorded as treasury shares.
In March 2018, the shareholders of the Company authorized the repurchase of up to 3,300,000 of the Companys ADSs, at a price range of $10 to $100 per
ADS. Pursuant to the terms of the repurchase program, the Companys ADSs may be purchased in the open market from time to time for 36 months from March 30, 2018, the date of shareholders approval. The Company is not obligated under
the repurchase program to repurchase a specific number of ADSs, and the repurchase program may be suspended at any time at the Companys discretion. The Company intends to fund the repurchase with cash on hand.
During the three and six months ended September 30, 2018, the Company purchased 649,700 and 1,100,000 ADSs, respectively, in the open market for a total
consideration of $32,962 and $56,296, respectively (including transaction costs of $6 and $11, respectively).
During the three months ended
September 30, 2018, the Company received authorization from the Board of Directors to cancel, and cancelled, 4,400,000 ADSs that were held as treasury shares for an aggregate cost of $134,231. The effect of cancellation of these treasury shares
was recognized in share capital amounting to $572 and in share premium amounting to $133,659, in compliance with Jersey Law. There was no effect on the total shareholders equity as a result of this cancellation.
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