CAPITAL CHANGE NOTICE
Section 1: Issuer information
Name of issuer
NZX ticker code
Class of financial product
ISIN
Currency
Section 2: Capital change details
Number of issuances to which this Notice relates
Number issued/acquired/redeemed
Nominal value (if any)
Issue/acquisition/redemption price per security
Nature of the payment (for example, cash or other consideration)
Amount paid up (if not in full)
Percentage of total class of Financial Products issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock,in existence)1
For an issue of Convertible Financial Products or Options, theprincipal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) orthe Option (for example, the exercise price and exercise date)
Serko Limited ("Serko")
SKO
Unlisted Restricted Share Units ("RSUs") to subscribe for ordinary shares in Serko Limited under the Serko Limited 2019 Long Term Incentive Scheme ("2019 Long-Term Incentive Scheme")
NZSKOE0001S7
NZD
1
151 RSUs under Serko 2019 Long-Term Incentive Scheme
N/A
Nil
Non-cash consideration is provided in the form of services rendered and to be rendered by the holdersas employees of Serko
N/A
The new RSUs issued represent 0.010% (to 3dp) of theRSUs in existence immediately before the issue.
The Company has 107,822,497 Ordinary Shares on issue. It has granted in total 1,514,442 RSUs (post- grant). If 100% of the RSUs were to vest and be exercised on the date of this notice of allotment, it would represent approximately 1.405% (to 3dp) of theOrdinary Shares on issue (post-grant).
This grant represents 0.0001% (to 4dp) of the Ordinary Shares on issue.
Exercise:Upon the exercise of the RSUs, Serko Limited will issue one Ordinary Share in Serko Limitedfor every one RSU that vests.
Exercise Price:The exercise price for a RSU is nil.
Ranking:Any Ordinary Shares in Serko Limited issued on the exercise of the RSUs will rank equally in all respects with all other Ordinary Shares on issue inSerko Limited.
Vesting Period:Subject to continued employment
- 51 RSUs: 21 May 2022
- 50 RSUs: 21 May 2023
- 50 RSUs: 21 May 2024
- The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
Reason for issue/acquisition/redemption and specific | Authorised by the Board of Serko Limited pursuant to | ||||
authority for issue/acquisition/redemption/ (the reason for | the 2019 Long-Term Incentive Scheme. | ||||
change must be identified here) | Reason for the issue is to encourage certain | ||||
employees, officers and directors to remain with | |||||
Serko Limited and to align their interests with those | |||||
of Serko Limited's shareholders. | |||||
Total number of Financial Products of the Class after the | 1,514,442 unlisted RSUs (convertible into Ordinary | ||||
issue/acquisition/redemption/Conversion (excluding Treasury | Shares on a 1:1 basis) outstanding. | ||||
Stock) and the total number of Financial Products of the | |||||
Class held as Treasury Stock after the | There are also 107,822,497 Ordinary Shares on issue. | ||||
issue/acquisition/redemption. | |||||
In the case of an acquisition of shares, whether those shares | N/A | ||||
are to be held as treasury stock | |||||
Specific authority for the issue, acquisition, or redemption, | Directors' resolution, Listing Rule 4.6 | ||||
including a reference to the rule pursuant to which the issue, | |||||
acquisition, or redemption is made | |||||
Terms or details of the issue, acquisition, or redemption (for | The RSUs issued in accordance with the terms set out | ||||
example: restrictions, escrow arrangements) | in the 2019 Long-Term Incentive Scheme. Other | ||||
terms are detailed above. | |||||
Date of issue/acquisition/redemption | 24 May March 2021 (Allotment Date) | ||||
Section 3: | Authorityfor this announcement and contact person | ||||
Name of person authorised to make this announcement | Sarah Miller | ||||
Contact person for this announcement | Sarah Miller, General Counsel | ||||
Contact phone number | +64 27 245 0267 | ||||
Contact email address | investor.relations@serko.com | ||||
Date of release through MAP | 24 May 2021 | ||||
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
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Disclaimer
Serko Limited published this content on 24 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2021 07:12:04 UTC.