XRO
06/11/2014 10:00
ALLOT
REL: 1000 HRS Xero Limited
ALLOT: XRO: Notification of Allotment of Securities
6 November 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 Ordinary Shares
ISIN NZXROE0001S2
Number of securities issued 238,490 Ordinary Shares
Issue price
Each Ordinary Share issued at an agreed issue price per Ordinary Share of
NZ$20.00
Payment in cash
No. Issued as part consideration for the acquisition of all of the issued
and outstanding shares in Monchilla Inc. from Jack Couch and Nanjuan Shi (the
Sellers), pursuant to the terms of the share purchase agreement entered into
between the Sellers and Xero Limited on 6 November 2014 NZT (the SPA)
Any amount paid up (if not in full) Fully paid
Percentage of total class issued (excluding treasury stock)
0.186% (as a percentage of Ordinary Shares on issue after this issue, to 3
d.p.)
Reasons for the issue
Issue of Ordinary Shares as part consideration for the acquisition of all
of the issued and outstanding shares in Monchilla Inc. from the Sellers
Specific authority for the issue
Issued pursuant to NZX Listing Rule 7.3.5 and approved by resolution of
directors dated 5 November 2014 (NZT)
Terms or details of the issue Issue of Ordinary Shares as part consideration
for the acquisition of all of the issued and outstanding shares in Monchilla
Inc. from the Sellers (Share Consideration). Pursuant to the terms of the
SPA, one half of each Seller's Share Consideration is subject to certain
trading restrictions (the Restricted Shares), which will lapse on the second
anniversary of the date of closing under the SPA (being 6 November 2016 NZT),
unless, in the case of each Seller, the Seller does not remain employed by
Xero, or a Xero affiliate, continuously until such date (except where such
Seller has otherwise left Xero, or a Xero affiliate, for good reason or due
to death or disability, or is fired without cause), or there exists a
relevant indemnification claim against such Seller in accordance with the
SPA; in either such case the Restricted Shares may be cancelled in whole or
in part, and in all respects as set out in the SPA
Total number of securities of the class in existence after the issue
(excluding treasury stock) 128,095,367 Ordinary Shares on issue
685,211 unlisted options (convertible into Ordinary Shares on a 1:1 basis)
57,652 "Restricted Stock Units" (conditional contractual right to be issued
up to 57,652 Ordinary Shares)
Date of issue
6 November 2014
Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00257310 For:XRO Type:ALLOT Time:2014-11-06 10:00:38
