WNS (NYSE: WNS) shareholders approve Capgemini deal via Jersey scheme

Rhea-AI Filing Summary

WNS (Holdings) Limited reported that its shareholders approved the previously announced transaction under which Capgemini S.E. will acquire the entire issued and to be issued share capital of WNS through a court-approved scheme of arrangement under Jersey law.

At the Court Meeting, 39 shareholders representing 34,052,325 ordinary shares were present in person or by proxy out of 42,993,190 shares outstanding as of the voting record time, giving about 79.20% participation. The Scheme proposal received 34,049,641 votes in favor and 2,684 against, or 99.99% versus 0.01% of votes cast.

At the General Meeting, 34,052,529 ordinary shares were represented, again about 79.20% of shares entitled to vote. The proposal authorizing the directors to take actions to carry the Scheme into effect and amending the articles of association received 33,940,965 votes for and 2,596 against, with 108,968 votes withheld, meeting the required two-thirds approval threshold. WNS also issued a press release announcing shareholder approval of the transaction.

Insights

M&A and corporate actions analyst

Shareholders strongly approved the Capgemini acquisition scheme for WNS.

The disclosure shows that WNS (Holdings) Limited obtained decisive shareholder backing for its acquisition by Capgemini S.E. via a Jersey-law scheme of arrangement. Both the special court-ordered meeting and the related general meeting reached quorums, with around 79.20% of the 42,993,190 ordinary shares outstanding as of the voting record time represented.

The voting outcomes were extremely one-sided. At the Court Meeting, the Scheme proposal received 34,049,641 votes for versus 2,684 against, or 99.99% versus 0.01% of votes cast. At the General Meeting, the authorization and articles amendment proposal drew 33,940,965 votes for and 2,596 against, with 108,968 withheld, exceeding the required two-thirds threshold.

These results indicate that key shareholder approvals for the transaction structure and necessary corporate changes are now in place. Completion still depends on other conditions described outside this excerpt, such as court approval under Jersey law, but this vote removes a major internal governance hurdle and confirms broad shareholder support for proceeding with the Capgemini transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 29, 2025

WNS (HOLDINGS) LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands		001-32945		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Gate 4, Godrej & Boyce Complex Pirojshanagar, Vikhroli (W) Mumbai, India		400 079
HYLO,23rd Floor, 103-105 Bunhill Row, Old street London		ECY1Y 8LZ
515 Madison Avenue, 8th Floor, New York, NY		10022
(Addresses of principal executive offices)		(Zip codes)

+91-22-6826-2100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary share, par value 10 pence per share		WNS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 29, 2025, WNS (Holdings) Limited, a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company” or “WNS”), held a special court-ordered meeting of shareholders (the “Court Meeting”) and a general meeting of shareholders (the “General Meeting”), in each case in connection with the previously announced transaction with Capgemini S.E., a société européenne organized under the laws of France (the “Buyer”), pursuant to which the Buyer will acquire the entire issued and to be issued share capital of the Company by means of a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991 (the “Transaction”). The proposals presented to the Company’s shareholders at the Court Meeting and the General Meeting, respectively, are described in detail in the scheme circular containing the terms of the Scheme and related notices and explanatory information (the “Scheme Document”), published by the Company on July 30, 2025.

As of 10.00 p.m. (London Time) on August 27, 2025 (the “Voting Record Time”), the registered holder record time for the Court Meeting and General Meeting, there were 42,993,190 ordinary shares with a par value £0.10 per share of the Company (the “Company Ordinary Shares”) outstanding in the aggregate, each of which entitled the holder to one vote per Company Ordinary Share. At the Court Meeting, a total of 39 WNS shareholders (including Cede & Co.) were present in person or by proxy who represented 34,052,325 Company Ordinary Shares, representing approximately 79.20% of the total Company Ordinary Shares issued and outstanding and entitled to vote as of the Voting Record Time. At the General Meeting, a total of 34,052,529 Company Ordinary Shares were represented in person or by proxy, representing approximately 79.20% of the total Company Ordinary Shares issued and outstanding and entitled to vote as of the Voting Record Time. A quorum was present at each of the Court Meeting and the General Meeting. The final results of voting on each of the items submitted to a vote of the shareholders at the Court Meeting and the General Meeting are as follows:

Court Meeting

Scheme Proposal: To approve the Scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey.

The following votes were cast at the Court Meeting (in person or by proxy) and the Scheme Proposal was approved by the required majority in number of the WNS shareholders representing 75% or more of the votes cast by those WNS shareholders who voted in person or by proxy at the Court Meeting:

For								Against
Number of votes				Percentage of total votes cast (%)				Number of votes				Percentage of total votes cast (%)
	34,049,641				99.99				2,684				0.01

General Meeting

Scheme Authorization and Articles Amendment Proposal: To authorize the directors of the Company (or a duly authorized committee thereof) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to approve an amendment of the articles of association of the Company as set forth in the Scheme Document.

The following votes were cast at the General Meeting (in person or by proxy) and the Scheme Authorization and Articles Amendment Proposal was approved by the required two-thirds or more of the votes cast by the WNS shareholders who voted in person or by proxy at the General Meeting:

For

Against

Votes Withheld1

Number of votes

Percentage of total votes cast (%)

Number of votes

Percentage of total votes cast (%)

Number of votes

33,940,965

99.99

2,596

0.01

108,968

Item 7.01 Regulation FD Disclosure.

On August 29, 2025, the Company issued a press release announcing the shareholder approval of the Transaction. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit		Description
99.1		Press Release, dated August 29, 2025, issued by WNS
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

¹ A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “FOR” or “AGAINST” the resolution.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WNS (HOLDINGS) LIMITED (Registrant)
Date: August 29, 2025	By:	/s/ Gopi Krishnan
		Gopi Krishnan
		General Counsel

2

FAQ

What did WNS (WNS) shareholders approve regarding the Capgemini transaction?

Shareholders of WNS (Holdings) Limited approved a Scheme of Arrangement under Jersey law under which Capgemini S.E. will acquire the entire issued and to be issued share capital of WNS.

How strong was shareholder support for the WNS scheme of arrangement?

At the Court Meeting, the Scheme proposal received 34,049,641 votes for and 2,684 against, or 99.99% versus 0.01% of votes cast, reflecting very strong support.

What was the shareholder turnout for the WNS meetings on the Capgemini deal?

As of the voting record time, WNS had 42,993,190 ordinary shares outstanding. About 79.20% of these were represented at both the Court Meeting and the General Meeting, satisfying quorum requirements.

What did WNS shareholders approve at the General Meeting related to the Capgemini acquisition?

At the General Meeting, shareholders approved a proposal to authorize WNS directors (or a duly authorized committee) to take actions they consider necessary or appropriate to carry the Scheme into effect and to amend the articles of association as set out in the Scheme Document.

Did the WNS General Meeting proposal meet its approval threshold?

Yes. The Scheme Authorization and Articles Amendment Proposal required approval by at least two-thirds of votes cast and received 33,940,965 votes for and 2,596 against, with 108,968 votes withheld, satisfying that threshold.

Did WNS issue a press release about the Capgemini transaction vote results?

Yes. On August 29, 2025, WNS issued a press release announcing shareholder approval of the transaction, which is included as Exhibit 99.1 to the report.