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 | |||||
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 | 10,398 RSUs under 2019 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 0.804% (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 107,818,438 Ordinary Shares on | ||||
in existence)1 | |||||
issue. It has granted in total 1,303,994 RSUs. If 100% | |||||
of the RSUs were to vest and be exercised on the date | |||||
of this notice of allotment, it would represent | |||||
approximately 1.209% (to 3dp) of the Ordinary Shares | |||||
on issue. | |||||
This grant represents 0.010% (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, | |||||
10 December 2023 | |||||
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 | |||||
1The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
Serko Limited and to align their interests with those | ||
of Serko Limited's shareholders | ||
Total number of Financial Products of the Class after the | 1,303,994 unlisted RSUs (convertible into Ordinary | |
Shares on a 1:1 basis) outstanding. | ||
issue/acquisition/redemption/Conversion (excluding Treasury | ||
Stock) and the total number of Financial Products of the | ||
Class held as Treasury Stock after the | There are also 107,818,438 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 | 14 December 2020 (Allotment 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 | General Counsel and Company Secretary | |
Contact phone number | +64 27 245 0267 | |
Contact email address | investor.relations@serko.com | |
Date of release through MAP | 15 December 2020 | |
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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Serko Limited published this content on 15 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2020 20:50:04 UTC