Ann: ALLOT: XRO: Notification of Allotment of Securities

• Release Date: 12/02/15 08:31
• Summary: ALLOT: XRO: Notification of Allotment of Securities
• Price Sensitive: No
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					XRO
12/02/2015 08:31
ALLOT
NOT PRICE SENSITIVE
REL: 0831 HRS Xero Limited

ALLOT: XRO: Notification of Allotment of Securities

11 February 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) Ordinary Shares

(b) Conditional Agreement to issue Ordinary Shares in Xero Limited
(Restricted Stock Units or RSUs)

(c) Options to subscribe for Ordinary Shares in Xero Limited (Options)

ISIN  NZXROE0001S2
Number of securities issued  (a) 5,000 Ordinary Shares

(b) 88,475 RSUs relating to the future issue of up to 88,475 Ordinary Shares

(c) 200,000 Options

Issue price  (a) N/A. 5,000 Ordinary Shares were issued upon vesting of 5,000
RSUs granted to Doug Jeffries under the Xero Limited (USA) Equity Incentive
Scheme on 10 February 2015 (as set out in this notification of allotment)

(b) The RSUs were granted at a value of NZ$16.05 each, being the 20 day
volume weighted average market price of Xero Limited's Ordinary Shares on the
NZX Main Board through to 9 February 2015.  No cash consideration is required
to be paid for the RSUs to vest.

(c) N/A. The Options have an exercise price of NZ$16.05 per Option, being the
20 day volume weighted average market price of Xero Limited's Ordinary Shares
on the NZX Main Board through to 9 February 2015.

Payment in cash  (a) No. 5,000 Ordinary Shares issued upon vesting of 5,000
RSUs granted to Doug Jeffries under the Xero Limited (USA) Equity Incentive
Scheme on 10 February 2015 (as set out in this notification of allotment).

(b) N/A. Grant of 88,475 RSUs pursuant to the Xero Limited (USA) Equity
Incentive Scheme, as remuneration and incentive for Doug Jeffries (in his
role as CFO).  No cash consideration is required to be paid for the RSUs to
vest.

(c) N/A. Grant of 200,000 Options pursuant to the Xero Limited (USA) Equity
Incentive Scheme as remuneration and incentive for Doug Jeffries (in his role
as CFO).  To exercise the Options, the recipient is required to pay the
exercise price (as set out above).

Any amount paid up (if not in full)  (a) Fully paid

(b) N/A

(c) N/A

Percentage of total class issued (excluding treasury stock)  (a) 0.004% (as a
percentage of Ordinary Shares on issue after this issue to 3 d.p.)

(b) If 100% of the RSUs were to vest on the date of this notification (not
taking into account the 5,000 RSUs that have already vested as set out in
this notification of allotment): 0.065% (as a percentage of Ordinary Shares
currently on issue to 3 d.p.)

(c) If 100% of the Options were to vest and be exercised on the date of this
notification: 0.156% (as a percentage of Ordinary Shares currently on issue
to 3 d.p.)

Reasons for the issue  (a) 5,000 Ordinary Shares issued upon vesting of 5,000
RSUs granted to Doug Jeffries under the Xero Limited (USA) Equity Incentive
Scheme on 10 February 2015 (as set out in this notification of allotment).

(b) Grant of 88,475 RSUs pursuant to the Xero Limited (USA) Equity Incentive
Scheme, as remuneration and incentive for Doug Jeffries (in his role as CFO);
5,000 of these RSUs have now vested.

(c) Grant of 200,000 Options under the Xero Limited (USA) Equity Incentive
Scheme as remuneration and incentive for Doug Jeffries (in his role as CFO).

Specific authority for the issue  Resolution of directors

Terms or details of the issue  (a) 5,000 Ordinary Shares issued upon vesting
of 5,000 RSUs granted to Doug Jeffries under the Xero Limited (USA) Equity
Incentive Scheme on 10 February 2015 (as set out in this notification of
allotment)

(b) 88,475 RSUs have been granted under the Xero Limited (USA) Equity
Incentive Scheme, as remuneration and incentive for Doug Jeffries (in his
role as CFO). No cash consideration is required to be paid for the RSUs to
vest. The RSUs relate to a conditional right to be issued Ordinary Shares.
75,000 of the RSUs will vest (meaning that an equivalent number of Ordinary
Shares in Xero Limited will be issued) in three equal parts on each of 31
March 2016, 31 March 2017, and 31 March 2018, subject to the terms of the
Xero Limited (USA) Equity Incentive Scheme, including the continued
employment of Doug Jeffries with the Xero Limited Group, and subject to the
satisfaction of certain performance hurdles on each vesting date. 8,475 of
the RSUs will vest (meaning that an equivalent number of Ordinary Shares in
Xero Limited will be issued) in three equal parts on each of 31 March 2016,
31 March 2017, and 31 March 2018, subject to the terms of the Xero Limited
(USA) Equity Incentive Scheme, including the continued employment of Doug
Jeffries with the Xero Limited Group on each vesting date. 5,000 RSUs granted
to Doug Jeffries under the Xero Limited (USA) Equity Incentive Scheme have
now vested in accordance with the terms of Doug's RSU Award Agreement, and
accordingly 5,000 Ordinary Shares have been issued to Doug Jeffries (as set
out in this notification of allotment).

(c) Grant of 200,000 Options under the Xero Limited (USA) Equity Incentive
Scheme as remuneration and incentive for Doug Jeffries (in his role as CFO).
25% of the Options will vest (and therefore become exercisable subject to any
final expiration date) one year after the date of grant, and 1/12th of the
remaining Options will vest (and therefore become exercisable shares subject
to any final expiration date) each quarter thereafter (such that all Options
will have vested four years after the date of grant if all vesting conditions
have been satisfied), subject to the continued employment of Doug Jeffries
with the Xero Limited Group on each vesting date.

Total number of securities of the class in existence after the issue
(excluding treasury stock)  (a) 128,388,775 Ordinary Shares

(b) 228,134 RSUs relating to the issue of Ordinary Shares (taking into
account all forfeited RSUs to date, and the 5,000 RSUs that have vested in
accordance with this notification of allotment)

(c) 857,260 unlisted Options (convertible into Ordinary Shares on a 1:1
basis)

Date of issue  (a) 10 February 2015

(b) 10 February 2015 (grant date)

(c) 10 February 2015 (grant date)

Number of Securities Converted 5,000 RSUs granted to Doug Jeffries under the
Xero Limited (USA) Equity Incentive Scheme (as set out in this notification
of allotment)

Number and Class of Securities into which they have been Converted  5,000
Ordinary Shares
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  228,134
RSUs relating to the issue of Ordinary Shares (taking into account all
forfeited RSUs to date, and the 5,000 RSUs that have vested in accordance
with this notification of allotment)

Matt Vaughan
Company Secretary
Email: [email protected]
End CA:00260547 For:XRO    Type:ALLOT      Time:2015-02-12 08:31:17