30 October 2017
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 in Xero Limited (Ordinary Shares)
(b) Conditional agreement to issue Ordinary Shares (Restricted Stock Units or
RSUs)
(c) Options to subscribe for Ordinary Shares (Options)
ISIN
NZXROE0001S2
Number of securities issued
(a) 700 Ordinary Shares
(b) 12,579 RSUs relating to the future issue of up to 12,579 Ordinary Shares
(c) 10,000 Options
Issue price
(a) 700 Ordinary Shares were issued upon vesting of 1,102 RSUs granted under
the Xero Limited (USA) Equity Incentive Scheme (US Scheme) as part of the
remuneration package of employees based in the United States. 402 RSUs
granted under the US Scheme were cancelled in connection with income tax
withholding upon vesting of those RSUs. No cash consideration was required to
be paid for these RSUs to vest
(b) 12,579 RSUs were granted at a value of NZ$33.06 each, being the 20 day
volume weighted average market price of Ordinary Shares on the NZX Main Board
through to 26 October 2017. No cash consideration is required to be paid for
these RSUs to vest
(c) N/A. The Options have an exercise price of NZ$33.06 per Option, being the
20 day volume weighted average market price of Ordinary Shares on the NZX
Main Board through to 26 October 2017
Payment in cash
(a) No cash consideration was required to be paid for these RSUs to vest
(b) N/A. Grant of 12,579 RSUs pursuant to the US Scheme as part of the
remuneration package of certain employees based in the United States. No cash
consideration is required to be paid for the RSUs to vest
(c) N/A. Grant of 10,000 Options pursuant to the Xero Limited Restricted
Stock Unit and Option Plan (NZ) (NZ Plan) as part of the remuneration package
of a key employee based in New Zealand. To exercise the Options, the key
employee 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) 0.0005% (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 notice of allotment:
0.009% (as a percentage of Ordinary Shares on issue after this issue to 3
d.p.)
(c) if 100% of the Options were to vest and be exercised on the date of this
notice of allotment: 0.007% (as a percentage of Ordinary Shares on issue
after this issue to 3 d.p.)
Reasons for the issue
(a) 700 Ordinary Shares were issued upon vesting of 1,102 RSUs granted under
the US Scheme as part of the remuneration package of employees based in the
Unites States
(b) Grant of 12,579 RSUs pursuant to the US Scheme as part of the
remuneration package of certain employees based in the United States
(c) Grant of 10,000 Options pursuant to the NZ Plan as part of the
remuneration package of a key employee based in New Zealand
Specific authority for the issue
Resolution of directors
Terms or details of the issue
(a) 700 Ordinary Shares were issued upon vesting of 1,102 RSUs granted under
the US Scheme as part of the remuneration package of employees based in the
United States. The RSUs vested subject to the terms of the US Scheme
(b) 12,579 RSUs have been granted pursuant to the US Scheme as part of the
remuneration package of employees based in the United States. The number of
RSUs granted was calculated based on the total dollar entitlement of all
eligible employees divided by NZ$33.06, being the 20 day volume weighted
average market price of Ordinary Shares on the NZX Main Board through to 26
October 2017. The RSUs will vest in equal percentages on 31 March 2018, 2019
and 2020, subject to the terms of the US Scheme, including the continued
employment of the relevant participating employee with the Xero Limited Group
on each vesting date
(c) Grant of 10,000 Options pursuant to the NZ Plan as part of the
remuneration package of a key employee based in New Zealand. The Options will
vest (meaning that they are able to be exercised) on 31 March 2018, subject
to the terms of the NZ Plan, including the key employee''s continued
employment with the Xero Limited Group on the vesting date. The Options have
a final exercise date of five years from the grant date (or one year after
the employee''s exit from the Xero Limited Group if the employee leaves prior
to this on ''good leaver'' terms)
Total number of securities of the class in existence after the issue
(excluding treasury stock)
(a) 138,415,220 Ordinary Shares
(b) 438,184 RSUs (a conditional contractual right to be issued up to 438,184
Ordinary Shares) outstanding, taking into account all forfeited RSUs to date
and the grant of 12,579 RSUs and the 1,102 RSUs that have vested as set out
in this notice of allotment
(c) 2,211,616 unlisted Options (convertible into Ordinary Shares on a 1:1
basis) outstanding, taking into account all forfeited Options to date and the
grant of 10,000 Options as set out in this notice of allotment
Date of issue
(a) 27 October 2017
(b) 27 October 2017 (grant date)
(c) 27 October 2017 (grant date)
Number of Securities Converted
1,102 RSUs
Number and Class of Securities into which they have been Converted
700 Ordinary Shares (402 RSUs granted under the US Scheme were cancelled in
connection with income tax withholding upon vesting of RSUs)
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
438,184 RSUs (taking into account all forfeited RSUs to date, and the RSUs
that have been granted and vested as set out in this notification of
allotment)
Chaman Sidhu
Company Secretary
Email: companysecretary@xero.com
End CA:00309445 For:XRO Type:SECISSUE Time:2017-10-30 16:49:00