The Buyback Size is 23.15% of the fully paid-up Equity Share capital and free reserves as per the audited standalone balance sheet of the Company as on June 30, 2017.
“The Buyback will be conducted on a proportionate basis through the “tender offer” route as prescribed under the Securities and Exchange Board of India Regulations, 1998 and the Indian Companies Act, 2013,” it said.
Holders of ADSs will be able to participate in the Buyback by submitting their ADSs to JPMorgan Chase Bank N.A., as ADS Depositary (the “Depositary”) for cancellation and withdrawing the underlying Equity Shares, no later than 12:00 noon New York City time on September 11, 2017 (the “Cancellation Deadline”) so that they are holders of Equity Shares as of the Record Date.
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”.
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Deadline and will also need to establish a brokerage account in India prior to the Record Date to receive the withdrawn Equity Shares, it added.
Such holders will then be able to tender the Equity Shares in the Buyback in accordance with the terms of 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, the company said.
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, Wipro added.
The Buyback Price is at a 3.49% and 5.16% discount to the volume weighted average market price of an ADS on the New York Stock Exchange for the 60 and 10 trading days, respectively.
The Buyback Price will be paid in Indian Rupees, it added.