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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
    • Download Document  6.83KB
    					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
    
    				

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