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July 17, 2024
Gopi Krishnan
General Counsel
WNS (Holdings) Limited
Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W)
Mumbai 400 079, India
Re: WNS (Holdings) Limited
Schedule TO-I Filed July 8, 2024
File No. 005-81984
Dear Gopi Krishnan:
We have reviewed your filing and have the following comments.
Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. All
defined terms used herein have the same meaning as in your offer materials,
unless otherwise
indicated.
Schedule TO-I Filed July 8, 2024
General
1. Refer to Questions 2 and 3 in the Summary of Terms section. We note that
you are
limiting participation in the Offer to holders of Eligible RSUs. Please
provide an analysis
in your response letter explaining why the Offer is consistent with
Exchange Act Rule
13e-4(f)(8)(i) and (ii). If the Company is making the Offer in reliance
on Question 104.01
of the Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations
(March 17, 2023) and the Commission s March 21, 2001 Global Exemptive
Order, note
that the relief from the all-holders and best price rules provided in
the Global Exemptive
Order is intended to permit the exclusion of certain securityholders in
an exchange offer
for employee stock options. Therefore, please include an explanation of
how your Offer
complies with the conditions outlined in CDI 104.01 and the Global
Exemptive Order in
your analysis, if applicable.
July 17, 2024
Page 2
Risks of Participating in the Offer, page 6
2. Refer to the second sentence in the first risk factor listed on page 7
of the Offer to
Purchase. There appears to be a grammatical error in this sentence,
please revise.
Procedures for Tendering Eligible RSUs, page 10
3. We note the disclosure on page 10 of the Offer to Purchase that [w]e
will determine all
questions as to form, validity (including time of receipt), eligibility
and acceptance of any
tender of Eligible RSUs and [o]ur determination of these matters
will be final and
binding on all parties. Please revise this and similar statements
throughout your offer
materials (such as in Sections III.1 and III.5) to remove the
implication that holders of
Eligible RSUs may not challenge your determinations and interpretations
in a court of
competent jurisdiction.
Extension of the Offer; Termination; Amendment; Subsequent Offering Period,
page 12
4. We note the disclosure on page 13 of the Offer to Purchase that you
do not currently
intend to provide a subsequent offering period for the Offer, although
[you] reserve the
right to do so. Exchange Act Rule 13e-4 and other rules applicable to
issuer tender offers
do not permit the use of a subsequent offering period. Please revise.
Conditions to Completion of the Offer, page 13
5. Refer to conditions (a) and (b) on pages 13-14 of the Offer to Purchase.
A tender offer
may be conditioned on a variety of events and circumstances, provided
that they are not
within the direct or indirect control of the offeror. The conditions
also must be drafted
with sufficient specificity to allow for objective verification that the
conditions have been
satisfied. The disclosure in your conditions includes the term
threatened in describing
an action, proceeding, statute, rule, regulation, judgment, order, or
injunction. With a view
towards revised disclosure, please advise what is meant by the term
threatened and how
it may be objectively determinable. Refer to Question 101.01 of the
Tender Offer Rules
and Schedules Compliance and Disclosure Interpretations (March 17,
2023).
6. We note the following statement in the last paragraph of this section:
We may waive [the
Offer conditions], in whole or in part, at any time and from time to
time, before the
expiration of the Offer in our discretion, whether or not we waive any
other condition to
the Offer. Our failure at any time to exercise any of these rights will
not be deemed a
waiver of any such rights. If an offer condition is triggered
while an offer is pending,
in our view, the offeror must promptly inform securityholders whether it
will assert the
condition and terminate the offer, or waive it and continue. Reserving
the right to waive a
condition at any time and from time to time may be inconsistent
with your obligation in
this regard. Please confirm in your response letter that you will
promptly notify target
securityholders if a condition is triggered while the Offer is pending.
Interests of Directors and Officers; Transactions and Arrangements Concerning
Eligible RSUs,
page 15
7. We note your disclosure on page 15 of the Offer to Purchase to the
effect that you have no
disclosure responsive to Item 5 of Schedule TO and Item 1005(e) of
Regulation M-A
other than outstanding equity awards granted to [your] directors,
executive officers and
July 17, 2024
Page 3
other employees pursuant to [your] various incentive award plans.
Please clarify
whether you are attempting to incorporate by reference the description
of such equity
awards and incentive award plans from your most recently filed Annual
Report and your
2024 annual meeting proxy statement. If so, revise to specifically
incorporate the relevant
sections of these filings. See generally, Instruction E to Schedule TO.
Corporate Plans, Proposals and Negotiations, page 17
8. The disclosure in this section regarding any plans, proposals, or
negotiations of the
Company is qualified by any of the Company s filings with the SEC.
Please revise this
section to remove this qualifying language and describe (or specifically
incorporate by
reference) any of the Company's plans, proposals, or negotiations. See
Instruction E to
Schedule TO and Item 1006(c) of Regulation M-A. Also, revise similar
disclosure on
pages 9-10 of the Offer to Purchase.
Additional Information, page 18
9. We note the following disclosure on page 18 of the Offer to Purchase:
Any reports filed
by us with the SEC after the date of this Offer to Purchase and before
the Expiration Time
will automatically update and, where applicable, supersede any
information contained in
this Offer to Purchase or incorporated by reference in this Offer to
Purchase. Schedule
TO does not specifically permit forward incorporation of documents
to be filed in the
future. Rather, you must amend your document to specifically list any
such filings. Please
revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions