XRO 0.00% $30.90 xero limited

Ann: ALLOT: XRO: Notification of Allotment of Securities

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    • Release Date: 27/02/15 08:31
    • Summary: ALLOT: XRO: Notification of Allotment of Securities
    • Price Sensitive: No
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    					XRO
    27/02/2015 08:31
    ALLOT
    NOT PRICE SENSITIVE
    REL: 0831 HRS Xero Limited
    
    ALLOT: XRO: Notification of Allotment of Securities
    
    27 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) 185,000 Ordinary Shares
    
    (b) 346,164 RSUs relating to the future issue of up to 346,164 Ordinary
    Shares
    
    (c) 25,000 Options
    
    Issue price  (a) 180,000 Ordinary Shares were issued at NZ$16.85 per Ordinary
    Share, being the 20 day volume weighted average market price of Xero
    Limited's Ordinary Shares on the NZX Main Board through to 24 February 2015.
    5,000 Ordinary Shares were issued upon vesting of 5,000 RSUs granted to a key
    employee under the Xero Limited (USA) Equity Incentive Scheme on 25 February
    2015 (as set out in this notification of allotment).
    
    (b) RSUs were granted at a value of NZ$16.85 each, being the 20-day volume
    weighted average market price of Xero Limited's Ordinary Shares on the NZX
    Main Board through to 24 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$16.85 per Option, being the
    20 day volume weighted average market price of Xero Limited's Ordinary Shares
    on the NZX Main Board through to 24 February 2015.
    
    Payment in cash  (a) 180,000 Ordinary Shares were paid in cash (through the
    Xero Limited Employee Restricted Share Plan). 5,000 Ordinary Shares were
    issued upon vesting of 5,000 RSUs granted to a key employee under the Xero
    Limited (USA) Equity Incentive Scheme on 25 February 2015 (as set out in this
    notification of allotment).
    
    (b) N/A. Grant of 75,250 RSUs pursuant to the Xero Limited Restricted Stock
    Unit Plan (AU), grant of 60,000 RSUs pursuant to the Xero Limited Restricted
    Stock Unit Plan (NZ), and a grant of 210,914 RSUs pursuant to the Xero
    Limited (USA) Equity Incentive Scheme, as part of the remuneration package of
    certain key employees based in Australia, New Zealand and the United States.
    No cash consideration is required to be paid for the RSUs to vest.
    
    (c) N/A. Grant of 25,000 Options pursuant to the Xero Limited (USA) Equity
    Incentive Scheme as remuneration and incentive for Russ Fujioka (in his role
    as President of the Xero Group, employed by Xero Limited's U.S. subsidiary,
    Xero, Inc. (US President)). 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) 0.1439% (as
    a percentage of Ordinary Shares on issue after this issue to 4 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): 0.2653% (as a percentage of Ordinary Shares
    currently on issue after this issue to 4 d.p.).
    
    (c) If 100% of the Options were to vest and be exercised on the date of this
    notification: 0.0194% (as a percentage of Ordinary Shares currently on issue
    after this issue to up to 4 d.p.).
    
    Reasons for the issue  (a) 180,000 Ordinary Shares were issued under the Xero
    Limited Employee Restricted Share Plan as part of the remuneration package of
    certain key employees based in New Zealand, Australia, and the United
    Kingdom. 5,000 Ordinary Shares were issued upon vesting of 5,000 RSUs granted
    to a key employee under the Xero Limited (USA) Equity Incentive Scheme (as
    set out in this notification of allotment).
    
    (b) Grant of 75,250 RSUs pursuant to the Xero Limited Restricted Stock Unit
    Plan (AU), grant of 60,000 RSUs pursuant to the Xero Limited Restricted Stock
    Unit Plan (NZ), and a grant of 210,914 RSUs pursuant to the Xero Limited
    (USA) Equity Incentive Scheme, as part of the remuneration package of certain
    key employees based in Australia, New Zealand and the United States.
    
    (c) Grant of 25,000 Options under the Xero Limited (USA) Equity Incentive
    Scheme as remuneration and incentive for Russ Fujioka (in his role as US
    President).
    
    Specific authority for the issue  Resolutions of directors
    
    Terms or details of the issue  (a) 180,000 fully paid Ordinary Shares were
    issued in accordance with the Rules of the Xero Limited Employee Restricted
    Share Plan as part of the remuneration package of certain key employees based
    in New Zealand, Australia and the United Kingdom. Participating employees
    will become entitled to the shares in specific percentages on 31 March 2016,
    31 March 2017 and 31 March 2018, subject to the terms of the Xero Limited
    Employee Restricted Share Plan, including continued employment of the
    relevant employee with the Xero Limited Group and satisfaction of certain
    performance hurdles, on each vesting date. 5,000 Ordinary Shares were issued
    upon vesting of 5,000 RSUs granted to a key employee under the Xero Limited
    (USA) Equity Incentive Scheme (as set out in this notification of allotment).
    
    (b) 75,250 RSUs have been granted pursuant to the Xero Limited Restricted
    Stock Unit Plan (AU), 60,000 RSUs have been granted pursuant to the Xero
    Limited Restricted Stock Unit Plan (NZ), and 210,914 RSUs have been granted
    under the Xero Limited (USA) Equity Incentive Scheme, as part of the
    remuneration package of certain key employees based in Australia, New
    Zealand, and the United States, respectively. No cash consideration is
    required to be paid for the RSUs to vest.
    
    (i) Xero Limited Restricted Stock Unit Plan (AU): 70,000 RSUs granted under
    the Xero Limited (AU) Equity Incentive Scheme will vest (meaning that an
    equivalent number of Ordinary Shares in Xero Limited will be issued) (Vest)
    in three parts on each of 31 March 2015, 31 March 2016, and 31 March 2017
    (20%; 40%; 40%), subject to the terms of the Xero Limited Restricted Stock
    Unit Plan (AU), including continued employment of the relevant employee with
    the Xero Limited Group, and the satisfaction of certain performance hurdles,
    on each vesting date.
    
    5,250 RSUs granted under the Xero Limited (AU) Equity Incentive Scheme, will
    Vest in three equal parts on each of 31 March 2015, 31 March 2016, and 31
    March 2017, subject to the terms of the Xero Limited Restricted Stock Unit
    Plan (AU), including continued employment of the relevant employee with the
    Xero Limited Group on each vesting date (no performance hurdles).
    
    (ii) Xero Limited Restricted Stock Unit Plan (NZ): 60,000 RSUs granted under
    the Xero Limited (NZ) Equity Incentive Scheme will Vest in three parts on
    each of 31 March 2015, 31 March 2016, and 31 March 2017 (20%; 40%; 40%),
    subject to the terms of the Xero Limited Restricted Stock Unit Plan (NZ),
    including continued employment of the relevant employee with the Xero Limited
    Group, and the satisfaction of certain performance hurdles, on each vesting
    date.
    
    (iii) Xero Limited (USA) Equity Incentive Scheme: 205,914 RSUs granted under
    the Xero Limited (USA) Equity Incentive Scheme will Vest in three parts on
    each of 31 March 2016, 31 March 2017, and 31 March 2018 (for 85,914 of those
    RSUs: 1/3; 1/3; 1/3, and for 125,000 of those RSUs: 40%; 40%; 20%) subject to
    the terms of the Xero Limited (USA) Equity Incentive Scheme, including the
    continued employment of the relevant employees with the Xero Limited Group
    for all RSUs, and the satisfaction of certain performance hurdles on each
    vesting date for 175,000 of such RSUs (with 30,914 of those RSUs not subject
    to performance hurdles to vest), on each vesting date.
    
    5,000 RSUs granted to a certain key employee under the Xero Limited (USA)
    Equity Incentive Scheme have now vested in accordance with the terms of their
    RSU Award Agreement, and accordingly 5,000 Ordinary Shares have been issued
    to that employee (as set out in this notification of allotment).
    
    (c) Grant of 25,000 Options under the Xero Limited (USA) Equity Incentive
    Scheme as remuneration and incentive for Russ Fujioka (in his role as US
    President). 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
    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), including the continued employment of Russ
    Fujioka 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) 128,573,775 Ordinary Shares
    
    (b) 568,623 RSUs (taking into account all forfeited RSUs to date, and the
    5,000 RSUs that have vested as set out in this notification of allotment)
    
    (c) 940,153 unlisted Options (convertible into Ordinary Shares on a 1:1
    basis)
    
    Date of issue  (a) 25 February 2015
    
    (b) 25 February 2015 (grant date)
    
    (c) 25 February 2015 (grant date)
    
    Number of Securities Converted 5,000 RSUs were granted to a certain key
    employee 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  568,623
    RSUs relating to the issue of Ordinary Shares (taking into account all
    forfeited RSUs to date, and the 5,000 RSUs that have vested as set out in
    this notification of allotment)
    
    Matt Vaughan
    Company Secretary
    Email: [email protected]
    End CA:00261233 For:XRO    Type:ALLOT      Time:2015-02-27 08:31:46
    				
 
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