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
