CAPITAL CHANGE NOTICE
Section 1: Issuer information
Name of issuer | Serko Limited ("Serko") | ||||
NZX ticker code | SKO | ||||
Class of financial product | Unlisted Restricted Share Units ("RSUs") to subscribe | ||||
for ordinary shares in Serko Limited under the Serko | |||||
Limited 2019 Long Term Incentive Scheme ("2019 | |||||
A/NZ Long-Term Incentive Scheme") | |||||
ISIN | NZSKOE0001S7 | ||||
Currency | NZD | ||||
Section 2: Capital change details | |||||
Number of issuances to which this notice relates | 1 | ||||
Number issued/acquired/redeemed | 54,590 RSUs under the Serko 2019 A/NZ Long-Term | ||||
Incentive Scheme | |||||
Nominal value (if any) | N/A | ||||
Issue/acquisition/redemption price per security | Nil | ||||
Nature of the payment (for example, cash or other | Non-cash consideration is provided in the form of | ||||
consideration) | services rendered and to be rendered by the holders | ||||
as employees of Serko | |||||
Amount paid up (if not in full) | N/A | ||||
Percentage of total class of Financial Products | The new RSUs issued represent 2.8% (to 3dp) of the | ||||
issued/acquired/redeemed/ (calculated on the number of | RSUs in existence immediately before the issue. | ||||
Financial Products of the Class, excluding any Treasury Stock, | The Company has 118,675,642 Ordinary Shares on | ||||
in existence)1 | issue. It has granted in total 1,926,486 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 1.623% (to 3dp) of the | |||||
Ordinary Shares on issue (post-grant). | |||||
This grant represents 0.460% (to 3dp) of the Ordinary | |||||
Shares on issue. | |||||
For an issue of Convertible Financial Products or Options, the | Exercise:Upon the exercise of the RSUs, Serko | ||||
principal terms of Conversion (for example the Conversion | Limited will issue one Ordinary Share in Serko Limited | ||||
price and Conversion date and the ranking of the Financial | for every one RSU that vests. | ||||
Product in relation to other Classes of Financial Product) or | Exercise Price:The exercise price for a RSU is nil. | ||||
the Option (for example, the exercise price and exercise date) | 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 in | |||||
Serko Limited. | |||||
Vesting Period:Subject to continued employment: | |||||
- | 1/3 May 2022 | ||||
- | 1/3 May 2023 | ||||
- | 1/3 May 2024 | ||||
5 days after full year results announcement | |||||
1The 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 A/NZ 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 | 118,675,642 ordinary shares on issue | |
issue/acquisition/redemption/Conversion (excluding Treasury | ||
Stock) and the total number of Financial Products of the | There are also 160,322 unlisted options outstanding, | |
Class held as Treasury Stock after the | ||
taking into account all forfeited options to date. | ||
issue/acquisition/redemption. | ||
There are also 1,288,865 unlisted restricted share | ||
units outstanding, taking into account all forfeited | ||
restricted share units to date. | ||
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 A/NZ Long-Term Incentive Scheme. Other | |
terms are detailed above. | ||
Date of issue/acquisition/redemption | 3 December 2021 (grant date) | |
Section 3: Authority for 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 9 884 5916 | |
Contact email address | investor.relations@serko.com | |
Date of release through MAP | 6 December 2021 | |
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 884 5916, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
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Serko Limited published this content on 06 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2021 08:31:08 UTC.