XRO
18/10/2013 08:42
SSH
REL: 0842 HRS Xero Limited
SSH: XRO: SSH - Peter Andreas Thiel
Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 13 October 2013
To: NZX Limited
And: Xero Limited ("XRO")
Date this disclosure made: 18 October 2013
Date last disclosure made: 14 October 2013
Substantial security holder(s) giving disclosure
Name(s): Peter Andreas Thiel
Contact details: c/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street,
Auckland 1010
Contact name for queries: Glenn Joblin / Alexander Bond
Telephone number: +64 9 916 8955 / +64 9 916 8796
Email: [email protected] / [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: 8,528,516
(b) total in class: 127,523,561
(c) total percentage held in class: 6.69%
For last disclosure,--
(a) total number held in class: 8,528,516
(b) total in class: 127,523,558
(c) total percentage held in class: 6.69%
Details of relevant interests in substantial holding after relevant event
Details for Peter Andreas Thiel
Nature of relevant interest(s): Beneficial owner of limited partner interest
in Valar Global Principals Fund I LP, having the power to exercise, or
control the exercise of, more than 20% of the limited partner voting rights
in Valar Global Principals Fund I LP. Valar Global Fund I LP acts in concert
with Valar Global Principals Fund I LP.
Valar Global Fund I LP is a party to a subscription agreement with XRO dated
13 October 2013 under which XRO agreed to issue, and Valar Global Fund I LP
agreed to subscribe for, 38,744 ordinary shares in XRO (attached as document
A to a previous event disclosure by Peter Andreas Thiel dated 14 October
2013).
For that relevant interest,--
(a) number held in class: 38,744
(b) percentage held in class: 0.03%
(c) current registered holder(s) of securities: Valar Global Fund I LP
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s): Beneficial owner of limited partner interest
in Valar Global Principals Fund I LP, having the power to exercise, or
control the exercise of, more than 20% of the limited partner voting rights
in Valar Global Principals Fund I LP.
Valar Global Principals Fund I LP is a party to a subscription agreement with
XRO dated 13 October 2013 under which XRO agreed to issue, and Valar Global
Principals Fund I LP agreed to subscribe for, 291,834 ordinary shares in XRO
(attached as document B to a previous event disclosure by Peter Andreas Thiel
dated 14 October 2013).
For that relevant interest,--
(a) number held in class: 291,834
(b) percentage held in class: 0.23%
(c) current registered holder(s) of securities: Valar Global Principals
Fund I LP
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s): Sole beneficial owner of VV Xero Holdings
LLC.
For that relevant interest,--
(a) number held in class: 4,062,068
(b) percentage held in class: 3.19%
(c) current registered holder(s) of securities: VV Xero Holdings LLC
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s): Through Valar Ventures Management LLC and
Valar Ventures GP LLC, the investment manager and general partner
respectively of Valar Ventures LP, has the power to acquire or dispose of, or
to control the acquisition or disposition of, Valar Ventures LP's
investments.
For that relevant interest,
(a) number held in class: 4,135,870
(b) percentage held in class: 3.24%
(c) current registered holder(s) of securities: Valar Ventures LP
(d) registered holders of securities once transfers registered: Not
applicable
Details of transactions and events giving rise to relevant event
This notice has been given to record the issue of ordinary shares in XRO to
Valar Global Fund I LP and Valar Global Principals Fund I LP which each
limited partnership had agreed to subscribe for pursuant to subscription
agreements with XRO dated 13 October 2013, as referred to in the event
disclosure by Peter Andreas Thiel dated 14 October 2013.
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 1010
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:00242540 For:XRO Type:SSH Time:2013-10-18 08:42:03
