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