Ann: SSH: XRO: SSH - Peter Andreas Thiel

• Release Date: 14/10/13 16:52
• Summary: SSH: XRO: SSH - Peter Andreas Thiel
• Price Sensitive: No
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					XRO
14/10/2013 14:52
SSH

REL: 1452 HRS Xero Limited

SSH: XRO: SSH - Peter Andreas Thiel

Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 13 October 2013
To: NZX Limited
And: Xero Limited ("XRO")
Date this disclosure made: 14 October 2013
Date last disclosure made: 30 November 2012

Substantial security holder(s) giving disclosure
Name(s): Peter Andreas Thiel
Contact details: c/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street,
Auckland 1010
Contact name for queries: Glenn Joblin / Alexander Bond
Telephone number: +64 9 916 8955 / +64 9 916 8796
Email: [email protected] / [email protected]

Summary of substantial holding to which disclosure relates
Class of listed voting securities: Fully paid ordinary shares in XRO
Summary for Peter Andreas Thiel
For this disclosure,--
(a) total number held in class: 8,528,516
(b) total in class: 127,523,558
(c) total percentage held in class: 6.69%
This disclosure assumes completion of the placement as announced by XRO to
NZX and ASX on 14 October 2013 (and the issue of 9,917,355 new shares
pursuant to the placement). As at the date of this notice the number of XRO
shares on issue is 117,606,203 ordinary shares.
For last disclosure,--
(a) total number held in class: 8,197,938
(b) total in class: 117,188,024
(c) total percentage held in class: 7.00%

Details of relevant interests in substantial holding after relevant event
Details for Peter Andreas Thiel
Nature of relevant interest(s): Beneficial owner of limited partner interest
in Valar Global Principals Fund I LP, having the power to exercise, or
control the exercise of, more than 20% of the limited partner voting rights
in Valar Global Principals Fund I LP.  Valar Global Fund I LP acts in concert
with Valar Global Principals Fund I LP.
Valar Global Fund I LP is a party to a subscription agreement with XRO dated
13 October 2013 under which XRO has agreed to issue, and Valar Global Fund I
LP has agreed to subscribe for, 38,744 ordinary shares in XRO, attached as
document A, 20 pages.
For that relevant interest,--
(a) number held in class: 38,744
(b) percentage held in class: 0.03% (refer note above)
(c) current registered holder(s) of securities: Not applicable (shares
yet to be issued)
(d) registered holder(s) of securities once transfers registered: Valar
Global Fund I LP
Nature of relevant interest(s): Beneficial owner of limited partner interest
in Valar Global Principals Fund I LP, having the power to exercise, or
control the exercise of, more than 20% of the limited partner voting rights
in Valar Global Principals Fund I LP.
Valar Global Principals Fund I LP is a party to a subscription agreement with
XRO dated 13 October 2013 under which XRO has agreed to issue, and Valar
Global Principals Fund I LP has agreed to subscribe for, 291,834 ordinary
shares in XRO, attached as document B, 20 pages.
For that relevant interest,--
(a) number held in class: 291,834
(b) percentage held in class: 0.23% (refer note above)
(c) current registered holder(s) of securities: Not applicable (shares
yet to be issued)
(d) registered holder(s) of securities once transfers registered: Valar
Global Principals Fund I LP
Nature of relevant interest(s): Sole beneficial owner of VV Xero Holdings
LLC.
For that relevant interest,--
(a) number held in class: 4,062,068
(b) percentage held in class: 3.19% (refer note above)
(c) current registered holder(s) of securities: VV Xero Holdings LLC
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s): Through Valar Ventures Management LLC and
Valar Ventures GP LLC, the investment manager and general partner
respectively of Valar Ventures LP, has the power to acquire or dispose of, or
to control the acquisition or disposition of, Valar Ventures LP's
investments.
For that relevant interest,
(a) number held in class: 4,135,870
(b) percentage held in class: 3.24% (refer note above)
(c) current registered holder(s) of securities: Valar Ventures LP
(d) registered holders of securities once transfers registered: Not
applicable

Details of transactions and events giving rise to relevant event
The relevant interests of Peter Andreas Thiel have changed by virtue of two
entities in which Peter Andreas Thiel has a relevant interest agreeing to
subscribe for ordinary shares in XRO.
On 13 October 2013, Valar Global Fund I LP entered into a subscription
agreement with XRO under which, subject to certain conditions, XRO agreed to
issue, and Valar Global Fund I LP agreed to subscribe for, a total of 38,744
ordinary shares in XRO for consideration of $703,203.60 in cash, such shares
to be issued on a date mutually agreed between the parties and no later than
28 October 2013. Peter Andreas Thiel has a relevant interest in the XRO
shares to be held by Valar Global Fund I LP.
On 13 October 2013, Valar Global Principals Fund I LP entered into a
subscription agreement with XRO under which, subject to certain conditions,
XRO agreed to issue, and Valar Global Principals Fund I LP agreed to
subscribe for, a total of 291,834 ordinary shares in XRO for consideration of
$5,296,787.10 in cash, such shares to be issued on a date mutually agreed
between the parties and no later than 28 October 2013. Peter Andreas Thiel
has a relevant interest in the XRO shares to be held by Valar Global
Principals Fund I LP.

Additional information
Nature of connection between substantial security holders: Not applicable
Address(es) of substantial security holder(s): c/- Bell Gully, Level 22, Vero
Centre, 48 Shortland Street, Auckland 1010
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: Not applicable

Declaration
I, Peter Andreas Thiel, declare that, to the best of my knowledge and belief,
the information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00242331 For:XRO    Type:SSH        Time:2013-10-14 14:52:58