XRO
30/11/2012 14:34
SSH
REL: 1434 HRS Xero Limited
SSH: XRO: SSH - Peter Andreas Thiel
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Xero Limited (XRO)
Date this disclosure made: 30 November 2012
Substantial security holder(s) giving disclosure
Name(s): Peter Andreas Thiel
Contact details: C/- Bell Gully? Level 22, Vero Centre? 48
Shortland Street? Auckland
Contact name for queries: Anna Buchly
Telephone number: +64 9 916 8649
Email: [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Fully paid ordinary shares in XRO
Summary for Peter Andreas Thiel
For this disclosure,--
(a) total number held in class: 8,197,938
(b) total in class: 117,188,024
(c) total percentage held in class: 7.00%
Details of relevant interests currently in substantial holding
Details for Peter Andreas Thiel
Nature of relevant interest(s): Controls VV Xero Holdings LLC, which is a
party to a subscription agreement with XRO dated 30 November 2012 under which
XRO has issued, and VV Xero Holdings LLC has subscribed for, 4,062,068
ordinary shares in XRO, attached as document A, 25 pages (the "Subscription
Agreement").
For that relevant interest,
(a) number held in class: 4,062,068
(b) percentage held in class: 3.47%
(c) current registered holder(s) of securities: Not applicable
(d) registered holders of securities once transfers registered: VV Xero
Holdings LLC
Nature of relevant interest(s): Controls Valar Ventures Management LLC, which
provides advisory and management services to Valar Ventures LP. Chairman of
the investment committee of Valar Ventures GP LLC, the general partner of
Valar Ventures LP, having the power to acquire or dispose of, or to control
the acquisition or disposition of, Valar Ventures LP's investments. Limited
partner of Valar Ventures LP, having the power to exercise, or control the
exercise of, more than 20% of the voting rights in Valar Ventures LP.
For that relevant interest,
(a) number held in class: 4,135,870
(b) percentage held in class: 3.53%
(c) current registered holder(s) of securities: Valar Ventures LP
(d) registered holders of securities once transfers registered: Not
applicable
Details of transaction and events giving rise to person beginning to have
substantial holding
On 30 November 2012, VV Xero Holdings LLC entered into Subscription Agreement
with XRO under which, subject to certain conditions, XRO agreed to issue, and
VV Xero Holdings LLC agreed to subscribe for, a total of 4,062,068 ordinary
shares in XRO for consideration of $24,372,408 in cash.
On 30 November 2012, XRO issued 4,062,068 shares to VV Xero Holdings LLC in
accordance with the Subscription Agreement.
VV Xero Holdings LLC is controlled by Peter Andreas Thiel.
Additional information
Nature of connection between substantial security holders: Not applicable
Address(es) of substantial security holder(s): C/- Bell Gully, Level 22, Vero
Centre, 48 Shortland Street, Auckland, New Zealand
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: Not applicable
Declaration
I, Peter Andreas Thiel, declare 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:00230511 For:XRO Type:SSH Time:2012-11-30 14:34:24
