Wipro Announces Buyback Offer
April 22 2016 - 12:28PM
Business Wire
On April 20, 2016, Wipro Limited (NYSE:WIT, BSE: 507685, NSE:
WIPRO), a leading global information technology, consulting and
business process services company announced that its board of
directors (“Board”) approved a buyback (“Buyback”) by the Company
of up to 40,000,000 (Forty Million Only) fully paid-up equity
shares of Rs. 2/- each of the Company (“Equity Shares”)
representing 1.62% of the total paid-up Equity Share capital of the
Company at a price of Rs. 625/- (USD$ 9.421) per Equity Share
(“Buyback Price”) payable in cash for an aggregate amount of up to
Rs. 25,000,000,000/- (Rupees Twenty Five Billion Only) (up to
approximately USD$ 377 million1) (“Buyback Size”). The Buyback Size
is 6.2% of the fully paid-up Equity Share capital and free reserves
as per the audited standalone balance sheet of the Company for the
financial year ended March 31, 2016.
The Buyback will be conducted on a proportionate basis through
the “tender offer” route as prescribed under the Securities and
Exchange Board of India (“SEBI”) (Buy Back of Securities)
Regulations, 1998 and the Companies Act, 2013 and rules made
thereunder, including any statutory modifications or re-enactments
thereof, from all holders of Equity Shares who hold Equity Shares
as of May 6, 2016, the record date for the Buyback (the “Record
Date”). The Buyback Size does not include any expenses incurred or
to be incurred for the Buyback, like filing fees payable to the
Securities and Exchange Board of India, advisors fees, public
announcement publication expenses, printing & dispatch expenses
and other incidental and related expenses.
The Company’s American Depositary Shares (“ADSs”), each
representing one Equity Share, evidenced by American Depositary
Receipts (“ADRs”), are traded in the U.S. on the New York Stock
Exchange (“NYSE”) under the ticker symbol “WIT”. Holders of ADSs
will be able to participate in the Buyback by submitting their ADSs
to JP Morgan Chase Bank N.A., as ADS Depositary (the
“Depositary”) for cancellation and withdrawing the
underlying Equity Shares, no later than 12:00 p.m. New York City
time on May 4, 2016 (the “Cancellation Deadline”) so that they are
holders of Equity Shares as of the Record Date.
In order to cancel ADSs, holders of ADSs must comply with all of
the provisions governing the ADSs related thereto (including
without limitation, payment of all fees, charges and expenses
owing) no later than the Cancellation Deadline and will also need
to establish a brokerage account in India prior to the Record Date
to receive the withdrawn Equity Shares. Such holders will then be
able to tender the Equity Shares in the Buyback in accordance with
the terms of the Buyback. Prior to the Record Date, holders of ADSs
will receive notice of the Buyback and information regarding
surrendering the ADSs to the Depositary for cancellation and
withdrawing the underlying Equity Shares so they can participate in
the Buyback. The Depositary will not assist in establishing
accounts in India nor will it assist holders in complying with the
terms of the Buyback. If an ADS holder withdraws the underlying
Equity Shares, such holder will not be able to re-deposit their
Equity Shares into the ADR program and receive ADSs in return,
regardless of whether such holder participates in the Buyback.
Equity Shares are not listed on, and cannot be sold on, a U.S.
exchange. Furthermore, holders of ADSs may be subject to taxation
in India upon submitting their ADSs for cancellation and also the
extent that the underlying Equity Shares are accepted in the
Buyback. Holders of ADSs who decide to withdraw the underlying
Equity Shares will be responsible for all related taxes, duties and
fees, including fees payable to the Depositary to cancel the
ADSs.
Holders of ADSs are advised to review the current trading price
of ADSs on the NYSE, the current trading price of the Equity Shares
on the National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE), and the Buyback Price prior to surrendering the ADSs
for cancellation and withdrawing any Equity Shares. The Buyback
Price will be paid in Indian Rupees therefore holders of ADSs
should also review foreign exchange rates in effect prior to making
any decisions regarding the withdrawal of Equity Shares underlying
the ADSs and participating in the Buyback. In addition,
shareholders who intend to participate in the Buyback should
consult with their stock brokers regarding any costs, charges and
expenses (including brokerage) that may be required by the stock
broker for participating in the Buyback (secondary market
transaction). The Buyback consideration received by selling
shareholders in respect of accepted Equity Shares could be net of
such costs, charges and expenses (including brokerage). Selling
shareholders will be responsible for all such costs, charges and
expenses.
The Public Announcement published in India on April 22, 2016 and
supplemental information regarding the participation in the Buyback
by holders of ADSs are posted on the Company’s website at
http://www.wipro.com/investors/news-events/news/ and are available
on the website of the U.S. Securities and Exchange Commission
(“SEC”) at www.sec.gov, generally on Form CB or Form 6-K. Such
documents contain important additional information about the
Buyback and related matters. Holders of ADSs are strongly
encouraged to read such documents and consult with their financial
and tax advisors prior to determining to submit their ADSs to the
Depositary for cancellation and withdrawing the underlying Equity
Shares.
The complete terms and conditions of the Buyback will be
contained in the Letter of Offer which is expected to be mailed to
Equity Holders as of the Record Date after receipt of all necessary
approvals.
If you have any questions regarding an Equity Share Withdrawal
or the Buyback, please call the Company at +91-80-2844
0011/+91-80-4672 6000.
Persons holding ADSs through a bank, broker or other nominee
should contact such bank, broker or nominee with any questions they
may have related to such cancellation procedures. Registered
holders of ADRs may, however, contact the Depositary about the
procedure related to the cancellation of their ADSs. Please do not
contact the Depositary regarding the Buyback.
Special Notice to Securityholders in the United
States
The Buyback is being made for securities of an Indian company
and is subject to the laws of India. It is important for U.S.
securities holders to be aware that the Buyback is subject to
tender offer laws and regulations in India that are different from
those in the U.S. and documents related to the Buyback will be
prepared in accordance with Indian format and style, which differs
from customary U.S. format and style. Certain of the U.S. federal
securities laws apply to the Buyback as there are U.S. holders of
Equity Shares and ADSs. The Buyback is being conducted in the U.S.
in accordance with the “Tier I” exemption set forth in Rule
13(e)-4(h)(8) under the U.S. Securities Exchange Act of 1934, as
amended.
About Wipro Limited (NYSE: WIT)
Wipro Limited (NYSE:WIT) is a leading information technology,
consulting and business process services company that delivers
solutions to enable its clients do business better. Wipro delivers
winning business outcomes through its deep industry experience and
a 360 degree view of "Business through Technology.” By combining
digital strategy, customer centric design, advanced analytics and
product engineering approach, Wipro helps its clients create
successful and adaptive businesses. A company recognized globally
for its comprehensive portfolio of services, strong commitment to
sustainability and good corporate citizenship, Wipro has a
dedicated workforce of over 160,000, serving clients in 175+ cities
across 6 continents. For more information, please visit
www.wipro.com
1 The U.S. dollar amounts are based on the exchange rate of Rs.
66.35/USD as of April 12, 2016 (Source:
http://www.federalreserve.gov/releases/h10/hist/dat00_in.htm).
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Investor RelationsPavan N Rao, +91-80-4672
6143pavan.rao@wipro.comorAbhishek Kumar Jain, +1 978 826
4700abhishekkumar.jain@wipro.comorMedia & PressVipin
Nair, +91-98450 14036vipin.nair1@wipro.com
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