XRO
02/04/2015 14:02
ALLOT
NOT PRICE SENSITIVE
REL: 1402 HRS Xero Limited
ALLOT: XRO: Notification of Allotment of Securities
2 April 2015
XERO LIMITED (XRO)
NOTIFICATION OF ALLOTMENT OF SECURITIES
For the purpose of Listing Rule 7.12.1 and 7.12.9 of the NZX Listing Rules,
Xero Limited advises the following securities have been issued:
Class of Securities (a), (b) Ordinary Shares
(c) Conditional Agreement to issue Ordinary Shares (Restricted Stock Units or
RSUs)
ISIN NZXROE0001S2
Number of securities issued (a), (b) 82,240 Ordinary Shares
(c) 10,500 RSUs relating to the future issue of up to 10,500 Ordinary Shares
Issue price (a) 34,811 Ordinary Shares were issued upon exercise of options;
the exercise price for the exercise of the options was as follows:
33,333 options at NZ$4.97 per option
1,478 options at NZ$17.40 per option
(b) 19,679 Ordinary Shares were issued upon vesting of 33,103 Restricted
Stock Units (RSUs) granted under the Xero Limited (USA) Equity Incentive
Scheme (US Scheme) as part of the remuneration package of US based employees.
13,424 RSUs granted under the US Scheme were cancelled in connection with
income tax withholding for US based employees upon vesting of those RSUs.
15,750 Ordinary Shares were issued upon vesting of 15,750 RSUs granted under
the Xero Limited Restricted Stock Unit Plan (AU) (AU Plan) as part of the
remuneration package of a key employee based in Australia. 12,000 Ordinary
Shares were issued upon vesting of 12,000 RSUs granted under the Xero Limited
Restricted Stock Unit Plan (NZ) (NZ Plan) as part of the remuneration package
of a key employee based in New Zealand. No cash consideration was required to
be paid for these RSUs to vest
(c) 10,500 RSUs were granted at a value of NZ$24.44 each, being the 20-day
volume weighted average market price of Xero Limited's Ordinary Shares on the
NZX Main Board through to 31 March 2015. No cash consideration is required to
be paid for these RSUs to vest
Payment in cash (a) The exercise price for the exercise of the options (as
set out above) was paid in cash
(b) No cash consideration was required to be paid for these RSUs to vest
(c) N/A. Grant of 10,500 RSUs pursuant to the AU Plan, as part of the
remuneration package of a key employee based in Australia. No cash
consideration is required to be paid for these RSUs to vest
Any amount paid up (if not in full) (a), (b) Fully paid
(c) N/A
Percentage of total class issued (excluding treasury stock) (a), (b) 0.0605%
(as a percentage of Ordinary Shares on issue after this issue to 4 d.p.)
(c) If 100% of the RSUs were to vest on the date of this notification:
0.0077% (as a percentage of Ordinary Shares currently on issue after this
issue to 4 d.p.).
Reasons for the issue (a) 34,811 Ordinary Shares were issued upon exercise
of vested options that were granted under the US Scheme
(b) 19,679 Ordinary Shares were issued upon vesting of 33,103 RSUs granted
under the US Scheme as part of the remuneration package of US based
employees.15,750 Ordinary Shares were issued upon vesting of 15,750 RSUs
granted under the AU Plan as part of the remuneration package of a key
employee based in Australia. 12,000 Ordinary Shares were issued upon vesting
of 12,000 RSUs granted under the NZ Plan as part of the remuneration package
of a key employee based in New Zealand
(c) Grant of 10,500 RSUs pursuant to the AU Plan, as part of the remuneration
package of a key employee based in Australia
Specific authority for the issue (a) Resolution of directors upon granting
of options
(b) Resolution of directors upon granting of RSUs
(c) Resolution of directors
Terms or details of the issue (a) Issue of Ordinary Shares upon exercise of
vested options that were granted under the US Scheme
(b) 19,679 Ordinary Shares were issued upon vesting of 33,103 RSUs granted
under the US Scheme as part of the remuneration package of US based
employees. The RSUs vested subject to the terms of the US Scheme, which
require continued employment of the relevant employee with the Xero Limited
Group and (where applicable) the satisfaction of certain performance hurdles.
15,750 Ordinary Shares were issued upon vesting of 15,750 RSUs granted under
the AU Plan as part of the remuneration package of a key employee based in
Australia. The RSUs vested subject to the terms of the AU Plan, which require
continued employment of the relevant employee with the Xero Limited Group and
(where applicable) the satisfaction of certain performance hurdles. 12,000
Ordinary Shares were issued upon vesting of 12,000 RSUs granted under the NZ
Plan as part of the remuneration package of a key employee based in New
Zealand. The RSUs vested subject to the terms of the NZ Plan, which require
continued employment of the relevant employee with the Xero Limited Group and
(where applicable) the satisfaction of certain performance hurdles
(c) Grant of 10,500 RSUs pursuant to the AU Plan, as part of the remuneration
package of a key employee based in Australia. No cash consideration is
required to be paid for the RSUs to vest. The RSUs will vest in three equal
parts on each of 31 March 2016, 31 March 2017, and 31 March 2018, subject to
the terms of the AU Plan, including continued employment of the relevant
employee with the Xero Limited Group on each vesting date
Total number of securities of the class in existence after the issue
(excluding treasury stock) 136,016,804 Ordinary Shares
Date of issue (a) 31 March 2015
(b) The date of issue of Ordinary Shares issued upon vesting of RSUs was as
follows:
(i) 31 March 2015 (with respect to 11,616 Ordinary Shares issued upon vesting
of 19,823 RSUs granted under the US Scheme, 15,750 Ordinary Shares issued
upon vesting of RSUs granted under the AU Plan, and 12,000 Ordinary Shares
issued upon vesting of RSUs granted under the NZ Plan)
(ii) 1 April 2015 (with respect to 8,063 Ordinary Shares issued upon vesting
of 13,280 RSUs granted under the US Scheme)
(c) 1 April 2015 (grant date)
Number of Securities Converted (a) 34,811 options granted pursuant to the US
Scheme
(b) 33,103 RSUs granted to US based employees under the US Scheme; 15,750
RSUs granted to a key employee based in Australia under the AU Plan; and
12,000 RSUs granted to a key employee based in New Zealand under the NZ Plan
(c) N/A
Number and Class of Securities into which they have been Converted (a), (b)
82,240 Ordinary Shares
(c) N/A
Details of any interest or dividend conditions attaching to Securities
Converted, and allotted upon Conversion
None
Number of Securities of the same class that remain to be Converted (a)
900,999 unlisted options (taking into account the exercise of 34,811 options
and all forfeited share options to date)
(b) 517,609 RSUs (taking into account all forfeited RSUs to date, and the
RSUs that have vested as set out in this notification of allotment)
(c) N/A
Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00262700 For:XRO Type:ALLOT Time:2015-04-02 14:02:55
