- Release Date: 12/02/14 19:06
- Summary: ALLOT: XRO: Notification of Allotment of Securities
- Price Sensitive: No
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XRO 12/02/2014 17:06 ALLOT REL: 1706 HRS Xero Limited ALLOT: XRO: Notification of Allotment of Securities 12 February 2014 XERO LIMITED (XRO) NOTIFICATION OF ALLOTMENT OF SECURITIES For the purpose of Listing Rule 7.12.1 of the NZSX Listing Rules, Xero Limited advises the following securities have been issued: Class of Securities (a) Options to subscribe for Ordinary Shares in Xero Limited (Options) (b) Conditional Agreement to issue Ordinary Shares in Xero Limited (Restricted Stock Units or RSUs) ISIN NZXROE0001S2 Number of securities issued (a) 288,505 Options to subscribe for Ordinary Shares in Xero Limited (Ordinary Shares) (each option entitling the holder to subscribe for one Ordinary Share subject to the terms of the Xero Limited (USA) Equity Incentive Scheme) (b) RSUs relating to the issue of up to 20,537 Ordinary Shares Issue price (a) The Options have been granted pursuant to the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as US Advisors); as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as directors); and as part of the remuneration and incentive of Peter Karpas (in his role as CEO, North America of the Xero Group (employed by Xero Limited's subsidiary, Xero, Inc.)). The exercise price is $38.24 per Option (being the five day volume weighted average price of an Ordinary Share in the Company on the NZX for the five trading days prior to the date of the grant). (b) RSUs have been granted as remuneration and incentive for Peter Karpas (in his role as CEO, North America of the Xero Group (employed by the Company's subsidiary, Xero, Inc.)). No cash consideration is required to be paid by Peter Karpas to exercise the RSUs. Payment in cash (a) N/A. Options were granted pursuant to the Xero Limited (USA) Equity Incentive Scheme (b) N/A. Issue of RSUs under a Conditional Agreement. No cash consideration is required to be paid by Peter Karpas to exercise the RSUs. Any amount paid up (if not in full) (a) N/A (b) N/A Percentage of total class issued (excluding treasury stock) (a) If 100% of the Options were to be exercised on the date of grant: 0.23% of issued Ordinary Shares (to 2.d.p) (b) If 100% of the RSUs were to vest and be exercised on the date of the Agreement: 0.02% of issued Ordinary Shares of the company (to 2.d.p) Reasons for the issue (a) Options granted under the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as US Advisors); and as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as directors); and as part of the remuneration and incentive of Peter Karpas (in his role as CEO, North America of the Xero Group (employed by the Company's subsidiary, Xero, Inc.)). (b) RSUs granted as part of the remuneration and incentive of Peter Karpas (in his role as CEO, North America of the Xero Group (employed by the Company's subsidiary, Xero, Inc.)). Specific authority for the issue Resolution of directors passed on 11 February 2014 Terms or details of the issue (a) Grant of Options under the Xero Limited (USA) Equity Incentive Scheme as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as US Advisors); as remuneration and incentive for Chris Liddell and Bill Veghte (in their roles as directors); and as part of the remuneration and incentive of Peter Karpas (in his role as CEO, North America of the Xero Group (employed by Xero Limited's subsidiary, Xero, Inc.)). The Options vest in three equal parts on each of the first three anniversaries of the grant date of the Options (with one-third of the Options vesting on each such anniversary) subject to the terms of the Xero Limited (USA) Equity Incentive Scheme, including the recipient's continued service with the Company or any parent or subsidiary of the Company. The Options have a final exercise date of four years from the date of grant, with the exception of 125,000 Options granted to Peter Karpas which have a final exercise date of five years from the date of grant. The options granted to Chris Liddell and Bill Veghte in their capacity as directors are conditional on, and subject to, approval of the grant of equity securities to directors by the shareholders of the Company at the Company's annual meeting in July 2014. If such approval is not given, the Options granted to Chris Liddell and Bill Veghte in their capacity as directors will be cancelled, and Chris Liddell and Bill Veghte will instead be paid their remuneration as directors in cash, effective from the date of their appointment. (b) RSUs are granted under the Conditional Agreement and relate to a conditional right to be issued Ordinary Shares. The RSUs have been granted to Peter Karpas (in his role as CEO, North America of the Xero Group (employed by the Company's subsidiary, Xero, Inc.)) and vest in three equal parts on each of the first three anniversaries of the date of the Conditional Agreement, subject to the terms of the Conditional Agreement and the Xero Limited (USA) Equity Incentive Scheme, including Peter Karpas' continued service with the Company or any parent or subsidiary of the Company. Total number of securities of the class in existence after the issue (excluding treasury stock) 127,549,992 ordinary shares on issue (a) 1,009,883 Options over Ordinary Shares (b) 20,537 RSUs relating to the issue of Ordinary Shares pursuant to a Conditional Agreement dated on or around 12 February 2014, as detailed above. Date of issue (a) 12 February 2014 (grant date) (b) 12 February 2014 (grant date) Matt Vaughan Company Secretary Email: [email protected] End CA:00246927 For:XRO Type:ALLOT Time:2014-02-12 17:06:12
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