UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of July 2016
Commission File Number 001-16139
Wipro Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India +91-80-2844-0011
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
ANNOUNCEMENT OF SHARE BUYBACK COMPLETION
On July 8, 2016, Wipro Limited, a company organized under the laws of the Republic of India (the Company), placed a Public Announcement in certain Indian newspapers concerning the completion of its Share Buyback Offer. A copy of the form of this Public Announcement has been shared with the securities exchanges in India and the New York Stock Exchange. A copy of the form of this Public Announcement is attached to this Form 6-K as Item 99.1.
On July 13, 2016, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the completion of the cancellation of equity shares repurchased in connection with its Share Buyback Offer. A copy of such letter to the stock exchanges and the enclosures are attached to this Form 6-K as Item 99.2.
The Company hereby furnishes the Commission with copies of such disclosures. The following information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 organized.
WIPRO LIMITED |
/s/ Jatin Pravinchandra Dalal
Jatin Pravinchandra Dalal |
Chief Financial Officer |
Dated: July 13, 2016
INDEX TO EXHIBITS
Item |
||
99.1 | Public Announcement placed in Indian newspapers on July 8, 2016 | |
99.2 | Letter to the stock exchanges submitted on July 13, 2016 |
Exhibit 99.1
WIPRO Applying Thought July 8, 2016 The Manager - Listing BSE Limited (BSE: 507685) 022 22723121 The Manager - Listing National Stock Exchange of India Limited (NSE: WIPRO) 022 26598237 The Market Operations, NYSE, New York (NYSE: WIT) 0012126565780 Dear Sirs, Sub: Submission of Post-Buyback Public Announcement for Buyback of equity shares of Wipro Limited (Company) Pursuant to regulation 19(7) of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 as amended, the Company has published Post-Buyback Public Announcement for the buyback of 4,00,00,000 (Four Crores) fully paid up equity shares of the Company of face value of Rs. 2 (Rupees Two only) each at a price of Rs. 625 (Rupees Six Hundred and Twenty Five only) per equity share on a proportionate basis from the equity shareholders of the Company as on the Record Date May 6, 2016, through the tender offer process. We are enclosing herewith copy of the Post-Buyback Public Announcement published on July 8, 2016 for your information and record. Thanking you, For Wipro Limited G Kothandaraman Head- Secretarial and Compliance ENCL: As above. Registered Office: Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore - 560035, India | Tel:+91 -80-2844 0011 Fax:+9180-2844 0054 | Website: www.wipro.com | Email: info@wipro.com | CIN No. L32102KA1945PLC020800
WIPRO LIMITED Registered Office: Doddakannelli, Sarjapur Road, Bangalore - 560 035, India Corporate Identification Number (CIN): L32102KA1945PLC020800; Phone: +91 80 2844 0011; Fax: +91 80 2844 0054; Email: info@wipro.com; Website: www.wipro.com; Company Secretary: Mr. M Sanaulla Khan POST BUYBACK PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES OF WIPRO LIMITED This public announcement (the Post Buyback Public Announcement) is being made in compliance with Regulation 19(7) of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and subsequent amendments thereof (the Buyback Regulations). This Post Buyback Public Announcement should be read in conjunction with the Public Announcement dated April 21, 2016 (the Public Announcement) and the Corrigendum to Public Announcement dated April 29, 2016 (the Corrigendum Public Announcement), and the Letter of Offer dated June 6, 2016 (the Letter of Offer). The terms used but not defined in this Post Buyback Public Announcement shall have the same meanings as assigned in the Public Announcement and the Letter of Offer. 1. THE BUYBACK 1.1. Wipro Limited (the Company) had announced the Buyback of up to 4,00,00,000 (Four Crores) fully paid-up equity shares of face value of Rs. 2/- each (Equity Shares) from all the existing shareholders/beneficial owners of Equity Shares holding Equity Shares as on the Record Date (i.e. May 6, 2016), on a proportionate basis, through the Tender Offer route at a price of Rs. 625/- per equity share payable in cash, for an aggregate amount of up to Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores Only) (Buyback Size). The Buyback Size is 6.2% of the paid-up equity share capital and free reserves as per the standalone audited balance sheet of the Company for the financial year ended March 31, 2016. 1.2. The Company has adopted Tender Offer route for the purpose of Buyback. The Buyback was implemented using the Mechanism for acquisition of shares through Stock Exchange notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015. 1.3. The Tendering Period for the Buyback Offer opened on Friday, June 17, 2016 and closed on Thursday, June 30, 2016. 2. DETAILS OF BUYBACK 2.1. 4,00,00,000 (Four Crores) Equity Shares were bought back under the Buyback, at a price of Rs.625/- per Equity Share. 2.2. The total amount utilized in the Buyback is Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores Only). 2.3. The Registrar to the Buyback i.e. Karvy Computershare Private Limited (Registrar), considered 28,331 valid applications for 59,15,49,109 Equity Shares in response to the Buyback resulting in the subscription of approximately 14.79 times the maximum number of Equity Shares proposed to be bought back. The details of the valid applications considered by the Registrar are as follows: Category No. of Equity Shares Reserved in the Buyback No. of Valid Applications Total Equity Shares Validly Tendered % Response Reserved Category for Small Shareholders 60,00,000 25,222 22,09,486 37% General Category for all other Equity Shareholders 3,40,00,000 3,109 58,93,39,623 1733% Total 4,00,00,000 28,331 59,15,49,109 1479% 2.4. All valid applications were considered for the purpose of Acceptance in accordance with the Buyback Regulations and the Letter of Offer. The communication of acceptance/ rejection will be dispatched by the Registrar to the Buyback to the eligible Equity Shareholders, by July 8, 2016. 2.5. The settlement of all valid bids was completed by The National Securities Clearing Corporation Limited (NSCCL) on July 7, 2016. The funds in respect of accepted Equity Shares were paid out to the respective Seller Members / custodians. 2.6. Demat Equity Shares accepted under the Buyback were transferred to the Companys demat account on July 7, 2016. The unaccepted demat Equity Shares were returned to respective Seller Members/custodians by the NSCCL on July 7, 2016.The unaccepted physical share certificates were dispatched to the registered address of the respective eligible Equity Shareholders on July 7, 2016. 2.7. The extinguishment of 4,00,00,000 Equity Shares accepted under the Buyback, comprising 2.7.1. 3,98,02,931 Equity Shares in dematerialized form are currently under process and shall be completed by July 8, 2016. 2.7.2. 1,97,069 Equity Shares in physical form are currently under process and shall be completed by July 8, 2016. The Company, and its respective directors, accept full responsibility for the information contained in this Post Buyback Public Announcement and also accept responsibility for the obligations of the Company laid down under the Buyback Regulations. 3. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 3.1. The capital structure of the Company, pre and post Buyback, is as under: Sr. No. Particulars Pre Buyback Post Buyback (1)(2) No. of Shares Amount (Rs. Lakhs) No. of Shares Amount (Rs. Lakhs) 1 Authorized Share Capital 2,91,75,00,000 Equity Shares of Rs. 2 each 58,350 2,91,75,00,000 Equity Shares of Rs. 2 each 58,350 2,50,00,000 10.25% Redeemable Cumulative Preference Shares of Rs. 10 each 2,500 2,50,00,000 10.25% Redeemable Cumulative Preference Shares of Rs. 10 each 2,500 1,50,000 10% Optionally Convertible Cumulative Preference Shares of Rs. 100 each Total 150 1,50,000 10% Optionally Convertible Cumulative Preference Shares of Rs. 100 each 150 61,000 Total 61,000 2 Issued, Subscribed 2,47,07,13,290 Equity Shares of Rs. 2 each 49,414 2,43,07,13,290 Equity Shares of Rs. 2 each 48,614 and Fully Paid-up Share Capital Total 49,414 Total 48,614 (1) Subject to extinguishment of 4,00,00,000 shares (2) Excluding 14,263 equity shares allotted by the Company on July 1, 2016 pursuant to exercise of employee stock options 3.2. Details of shareholders from whom Equity Shares exceeding 1% of the total Equity Shares bought back are as under: Sr. No. Name Number of Equity Shares accepted under Buyback Equity Shares accepted as a % of total Equity Shares bought Back Equity Shares accepted as a % of total Post Buyback Equity Shares(1) 1 Azim Premji Trust 3,06,48,479 76.62% 1.26% 2 Azim Premji Philanthropic Initiatives Private Limited 7,73,378 1.93% 0.03% Total 3,14,21,857 78.55% 1.29% (1) Excluding 14,263 equity shares allotted by the Company on July 1, 2016 pursuant to exercise of employee stock options 3.3. The shareholding pattern of the Company, pre and post Buyback, is as under: Category of Shareholder Pre Buyback Post Buyback (1)(2) Number of Shares % to the existing Equity Share capital Number of Shares % to post Buyback Equity Share capital Promoter and Promoter Group 1,81,20,22,464 73.34 1,78,06,00,607 73.25 Foreign Investors (Including ADRs, Non-Resident Indians, Flls, FPIs, Foreiqn Nationals, and Overseas Corporate Bodies) 34,79,67,073 14.08 65,01,12,683 26.75 Financial Institutions/Banks, NBFCs & Mutual Funds 11,07,61,695 4.48 Others (Public, Bodies Corporate, Clearing Members, Trusts and HUF) 19,99,62,058 8.10 U65192MH1995PLC092522 5. DIRECTORS RESPONSIBILITY As per Regulation 19(1)(a) of the Buyback Total 2,47,07,13,290 100.00 2,43,07,13,290 100.00 (1) Subject to extinguishment of 4,00,00,000 shares (2) Excluding 14,263 equity shares allotted by the Company on July 1, 2016 pursuant to exercise of employee stock options 4. MANAGER TO THE BUYBACK JM FINANCIAL JM Financial Institutional Securities Limited, 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, India. Tel: +91 22 6630 3030; Fax: +91 22 6630 3330; Contact Person: Ms. Lakshmi Lakshmanan Email: wipro.buyback@jmfl.com; Website: www.jmfl.com; SEBI Registration Number: INM000010361 Corporate Identity Number: Regulations, the Board of Directors of the Company accepts responsibility for the information contained in this Post Buyback Public Announcement or any other information advertisement, circular, brochure, publicity material which may be issued and confirms that such document contains true, factual and material information and does not contain any misleading information. For and on behalf of the Board of Directors of Wipro Limited Sd/- Sd/- Sd/- Sd/- Azim H Premji Rishad A Premji Jatin P Dalal M Sanaulla Khan Chairman and Managing Director Executive Director and Chief Strategy Officer Chief Financial Officer Company Secretary (Membership (Director Identification Number (DIN): 00234280) (Director Identification Number (DIN): 02983899) Number: F4129) Date: July 7, 2016 Place: Bangalore
Exhibit 99.2
WIPRO July 13, 2016 Applying Thought The ManagerListing BSE Limited (BSE: 507685) 022 22723121 The ManagerListing National Stock Exchange of India Limited 022 26598237 (NSE: WIPRO) The Market Operations, NYSE, New York 0012126565780 (NYSE: WIT) Dear Sirs, Sub: Completion of extinguishment/ destruction of a total of 4,00,00,000 Equity Shares of Wipro Limited (the Company) Pursuant to the Public Announcement dated April 21, 2016 (the Public Announcement) and the Corrigendum of Public Announcement dated April 29, 2016 (the Corrigendum Public Announcement), and the Letter of Offer dated June 6, 2016 (the Letter of Offer), the Tendering Period for the Buyback opened on June 17, 2016 and closed on June 30, 2016. In accordance with the provisions of Regulation 19(4) of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended (the Buyback Regulations), the following are the details of the Equity Shares bought back by the Company during the Tendering Period and destroyed: Equity share capital before the said extinguishment (Number of Equity Shares) Number of Equity Shares extinguished/ destroyed Equity share capital after the said extinguishment (Number of Equity Shares) 2,47,07,13,290 4,00,00,000 2,43,07,13,290(1) (1) Excluding 14,263 equity shares allotted by the Company on July 1, 2016 pursuant to exercise of employee stock options The terms used but not defined in this letter shall have the same meanings as assigned in the Public Announcement and the Letter of Offer. We also enclose a certified true copy of the certificate dated July 8, 2016 relating to the above extinguishment/ destruction of 4,00,00,000 Equity Shares, in accordance with the provisions of Regulation 12(4) of the Buyback Regulations. The number of Equity Share bought back and the post-Buyback shareholding pattern were disclosed in the Post Buyback Public Announcement published and submitted for your records on July 8, 2016 and have been reproduced in Annexure A for ease of reference. Yours truly, For Wipro Limited Name: Kothandaraman G Designation: Head- Secretarial and Compliance Email: kothandaraman.gopal@wipro.com Tel No.:+91 80 3991 6183 ENCL: As above. Registered Office: Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore560 035, India. Tel:+91-80-2844 0011 I Fax:+91-80-2844 0054 I Website: www.wipro.com I Email: info@wipro.com I CIN No.L32102KAI945PLC020800
WIPRO Applying Thought Annexure A The shareholding pattern of the Company, pre and post Buyback, is as under: Category of Shareholder
Pre Buyback Post Buyback(1) Number of Shares% to the existing Equity Share capital Number of Shares% to post Buyback Equity Share capital Promoter and Promoter Group 1,81,20,22,464 73.34 1,78,06,00,607 73.25 Foreign Investors (Including ADRs,
Non-Resident Indians, Flls, FPIs, Foreign Nationals, and Overseas Corporate Bodies) 34,79,67,073 14.08 65,01,12,683 26.75 Financial Institutions/Banks, NBFCs & Mutual Funds 11,07,61,695 4.48 Others (Public, Bodies Corporate, Clearing
Members, Trusts and HUF) 19,99,62,058 8.10 Total 2,47,07,13,290 100.00 2,43,07,13,290 100.00 (1) Excluding 14,263 equity shares allotted by the Company on July 1, 2016 pursuant to exercise of employee stock options for Wipro Limited
Authorized Signatory Registered Office: Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore560 035, India. Tel.:+91-80-2844 0011 I Fax:+91-80-2844 0054 I Website. www.wipro.com I Email: info@wipro.com I CIN No.L32l02KAI945PLC020800
July 8, 2016
July 13, 2016WIPRO
Applying Thought
WIPRO Applying Thought Certificate of Extinguishment of Equity shares bought back by Wipro Limited (Company) This certificate is being issued in compliance with the requirements of Regulation 12 of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and subsequent amendments thereto. Pursuant to the Public Announcement (PA) published on April 21, 2016 (the Public Announcement), the Corrigendum of Public Announcement dated April 29, 2016 (the Corrigendum Public Announcement), the Letter of Offer dated June 06, 2016 (the Letter of Offer), the Tendering Period for the Buyback Offer opened on June 17, 2016 and closed on June 30, 2016 (the Tendering Period), the following are the details of the Equity Shares bought back by the Company during the said Tendering Period and destroyed: 1) The shares extinguished in Demat form are as under Name of Depository Participant and DP Id No. Companys Client Id No. Date of Extinguishment No. of Equity shares extinguished JM Financial Services LimitedIN302927 10247497 July 8, 2016 3,98,02,931 2) The shares extinguished in Physical form are as under: SL Registered Folio No. Certificate No. Distinctive No. of Equity Shares Total Equity Shares Extinguished 1 WPL056876 270473 2436351-2450052 13,702 2 WPL056876 270475 4033651 -4076086 42,436 3 WPL056876 270477 1391351866-1391351899 34 4 | WPL056876 270479 690343441-690428313 84,873 5 | WPL056876 270481 1388920659-1388920682 24 6 WPL056876 3507-3512 and 270483 12586131-12586730 12586731-12586773 600 43 7 WPL056876 270485 8780191-8783612 3,422 8 WPL056876 270487 689103641-689154335 50,695 9 WPL056876 3420-3424 and 270489 13056671-13057170 13057171-13057253 500 83 10 WPL056876 270491 8562616-8563244 629 11 WPL056876 268806,36916 and 38195 701029734-701029753, 701016628-701016632, 1481996927-1481996929 20 5 3 TOTAL 197,069 Registered Office: Wipro Limited, Doddakannelli, Sarjapur Road. Bangalore560 035. India. Tel.: +91-80-2844 0011 I Fax:+91-80-2844 0054 I Website: www.wipro.com I Email: info@wipro.com I ON No.L32I02KAI945PLC020800
WIPRO Applying Thought 3) Total Shares bought back and Extinguished/ Destroyed in Demat and Physical form: Total Number of Equity Shares Extinguished/ Destroyed (1+2) This is to certify that the above equity shares of the Company, being in demat form and physical form were extinguished in compliance with the provisions of Regulations 12 of the Buyback Regulations. This is for your information and records. Thanking you, For Wipro Limited Azim H Premji Rishad A Premji Chairman and Managing Director Executive Director and Chief Strategy Officer For Karvy Computershare Private Limited Registrar and Transfer Agents For karvy computershare pvt. ltd. Authorised Signatory Authorised Signatory For M/s B S R & Co. LLP Chartered Accountants (Statutory Auditors) Firm Registration No. 101248W/W-100022 Name: Supreet Sachdev Designation: Partner Membership No.: 205385 Encl: Confirmation from National Securities Depository Limited for extinguishment of equity shares in demat form CC: JM Financial Institutional Securities Limited 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. Certified true copy For Wipro Limited Authorized Signatory Registered Office: Wipro limited. Doddakannelli, Sarjapur Road, Bangalore560 035, India. Tel.: +91-80-2844 0011 I Fax: +91 -80-2844 0054 I Website: www.wipro.com I Email: info@wtpro.com I CIN No.L32102KAI945PLC020800 4,00,00,000
-G1K&N+IGE4WG'.2MN2EI4X5 @FB5B*T+U#
MV=Y%O&5)9HOR=94^,:=?'S-&-XM2=^D2RYQ] &:V.Z?"
MM:UJJ[-/6/\ E5GIO+8U*F%N66L.5,E%=>7/8EM5/9TVA-L\[4]#J_F,!I
M&674CT= Y'