XRO
26/11/2015 09:39
SSH
NOT PRICE SENSITIVE
REL: 0939 HRS Xero Limited
SSH: XRO: SSH Notice - Trustees of the Rodanna Ventures Trust
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To Xero Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding
and change in nature of relevant interest
Date of relevant event: 26 November 2015
Date this disclosure made: 26 November 2015
Date last disclosure made: 17 October 2013
Substantial product holder(s) giving disclosure
Full name(s): Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran
as trustees of the Rodanna Ventures Trust
Summary of substantial holding
Class of quoted voting products: Fully paid ordinary shares in Xero Limited
(Xero)
Summary for Anna Margaret Clare Drury, Rodney Kenneth Drury and Scott Moran
as trustees of the Rodanna Ventures Trust
For this disclosure,--
(a) total number held in class: 20,719,779
(b) total in class: 136,626,860
(c) total percentage held in class: 15.165%
For last disclosure,--
(a) total number held in class: 21,719,779
(b) total in class: 127,523,561
(c) total percentage held in class: 17.032%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
1. On 26 November 2015 Anna Drury and Kenneth Drury as trustees of the
Rodanna Ventures Trust entered into a block trade agreement with First NZ
Capital Securities Limited (First NZ) under which Anna Drury and Kenneth
Drury as trustees of the Rodanna Ventures Trust appointed First NZ to manage
and underwrite the sale of 1,000,000 ordinary shares in Xero held by Anna
Drury and Kenneth Drury as trustees of the Rodanna Ventures Trust for an
average price of NZ$20.01 per share. Pursuant to that agreement, on-market
sales of the 1,000,000 ordinary shares were effected on 26 November 2015, at
an average sale price of NZ$20.01 for aggregate consideration of
NZ$20,010,000, with settlement occurring on 1 December 2015.
2. Transfer of 20,719,779 ordinary shares in Xero on 26 November 2015
from Kenneth Drury and Anna Margaret Clare Drury as trustees of Rodanna
Ventures Trust to Rod Drury, Anna Margaret Clare Drury and Scott Moran as
trustees of Rodanna Ventures Trust. The transfer is for nil consideration and
arose due to the following appointments and retirement on 26 November 2015:
a. The appointment of Rodney Kenneth Drury as a trustee of the Rodanna
Ventures Trust;
b. The appointment of Scott Moran as a trustee of the Rodanna Ventures
Trust; and
c. The retirement of Kenneth Drury as a trustee of the Rodanna Ventures
Trust.
Details after relevant event
Details for Rodney Kenneth Drury, Anna Margaret Clare Drury and Scott Moran
as trustees of the Rodanna Ventures Trust
Nature of relevant interest(s): beneficial owner of financial products
For that relevant interest,--
(a) number held in class: 20,719,779
(b) percentage held in class: 15.165%
(c) current registered holder(s): Anna Margaret Clare Drury and Kenneth
Drury
(d) registered holder(s) once transfers are registered: Anna Margaret
Clare Drury, Rodney Kenneth Drury and Scott Moran
For a derivative relevant interest, also--
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative,
the nature of the relevant interest in the derivative: N/A
Additional information
Address(es) of substantial product holder(s): Level 1, 1 Dickens Street,
Napier, 4110, New Zealand
Contact details: Scott Moran (04) 499 3280, [email protected]
Nature of connection between substantial product holders: Trustees of Rodanna
Ventures Trust
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: None.
Disclosure has effect for purposes of directors' and senior managers'
disclosure
Rodney Kenneth Drury is also a director of Xero. This disclosure also
constitutes disclosure for the purposes of the directors' and senior
managers' disclosure obligations.
Certification
I, Scott Moran, certify 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:00274122 For:XRO Type:SSH Time:2015-11-26 09:39:21
