Announcement
SECISSUE: PPH: Capital Change Notice
09:49am
PPH
24/01/2020 09:49
SECISSUE
NOT PRICE SENSITIVE
REL: 0949 HRS Pushpay Holdings Limited
SECISSUE: PPH: Capital Change Notice
Capital Change Notice
Auckland, New Zealand | Redmond, Washington, US - 24 January 2020 (NZT)
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue
of Restricted Share Units (RSUs) pursuant to the Pushpay Holdings Limited
2016 Share Incentive Plan (RSU Scheme).
Section 1: Issuer information
Name of issuer:
Pushpay Holdings Limited
NZX ticker code:
PPH
Class of financial product:
RSUs issued pursuant to the RSU Scheme. Each RSU entitles the holder to be
issued with one Ordinary Share in Pushpay subject to satisfaction of certain
vesting criteria
ISIN:
NZPAYE0003S9
Currency:
NZD
Section 2: Capital change details
Number issued/acquired/redeemed:
a) Issuance of 202,419 RSUs relating to the future issue of up to 202,419
Ordinary Shares (NZX:PPH / ASX:PPH)
b) Forfeiture and cancellation of 429,469 RSUs in connection with departures
of certain employees and consultants from Pushpay Holdings Limited, in
accordance with the RSU Scheme
Nominal value (if any):
Not applicable
Issue/acquisition/redemption price per security:
RSUs were granted at a value of NZ$4.0033 each (the Volume Weighted Average
Price (VWAP) of Pushpay's Ordinary Shares on the NZX Main Board for the 20
trading days preceding 17 January 2020). No cash consideration is required to
be paid for the RSUs to vest (i.e. for an equivalent number of Ordinary
Shares in Pushpay to be issued).
No consideration was paid in connection with the forfeiture and cancellation
Nature of the payment (for example, cash or other consideration):
Not applicable. Grant of RSUs pursuant to the RSU Scheme as part of the
remuneration package of certain employees. No cash consideration is required
to be paid for the grant of RSUs or for the RSUs to vest or in connection
with forfeiture and cancellation under the RSU Scheme
Amount paid up (if not in full):
Not applicable
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):
If 100% of the new RSUs issued and disclosed in this notice were to vest on
the date of this notification: 0.0734% (as a percentage of Ordinary Shares on
issue, taking into account the Ordinary Shares that would be issued if the
RSUs were to vest on the date of this Notification of Allotment and the
Ordinary Shares issued as set out in this Notification of Allotment, to 4
d.p.)
For an issue of Convertible Financial Products or Options, the principal
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) or the Option (for example, the exercise price and
exercise date):
RSUs have been granted pursuant to the RSU Scheme as part of the remuneration
package of certain employees. The number of RSUs granted was calculated based
on the total dollar equivalent entitlement of the relevant employees divided
by NZ$4.0033. A portion of the RSUs will vest in December in each of 2020 to
2022, a portion of the RSUs will vest in September in each of 2020 to 2022
subject to the terms of the RSU Scheme, including the continued employment of
the relevant participating employee with the Pushpay group on each relevant
vesting date
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption (the reason for change must be identified here):
Grant of RSUs pursuant to the RSU Scheme as part of the remuneration package
of certain employees. The issue price reflects the market price (20 trading
day VWAP) at the time that the Board resolved to grant RSUs to the relevant
employees under the RSU Scheme.
RSUs were cancelled in connection with departures of certain employees and
consultants, in accordance with the terms of the RSU Scheme
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock) and the
total number of Financial Products of the Class held as Treasury Stock after
the issue/acquisition/redemption:
1,487,776 RSUs taking into account the RSUs granted and cancelled to date
In the case of an acquisition of shares, whether those shares are to be held
as treasury stock:
Not applicable
Specific authority for the issue, acquisition, or redemption, including a
reference to the rule pursuant to which the issue, acquisition, or redemption
is made:
Board resolutions dated 17 January 2020 and NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for example,
restrictions, escrow arrangements):
The RSUs are issued on the terms of the RSU Scheme and as detailed above
Date of issue/acquisition/redemption:
24 January 2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement:
Gabrielle Wilson
Contact person for this announcement:
Gabrielle Wilson
Contact phone number:
+64 21 724 244
Contact email address:
investors@pushpay.com
Date of release through MAP:
24 January 2020
Contact
Gabrielle Wilson | Investor Relations | Pushpay Holdings Limited
P: +64 21 724 244 | E: investors@pushpay.com
www.pushpay.com
About Pushpay
Pushpay provides a donor management system, including donor tools, finance
tools and a custom community app, to the faith sector, non-profit
organisations and education providers in the US, Canada, Australia and New
Zealand. Our leading solutions simplify engagement, payments and
administration, enabling our Customers to increase participation and build
stronger relationships with their communities.
Church Community Builder is a subsidiary of Pushpay Holdings Limited and is a
Software as a Service (SaaS) church management system solution in the US.
Church Community Builder provides a platform that churches use to connect and
communicate with their community members, record member service history,
track online giving and perform a range of administrative functions.
Combined, Pushpay and Church Community Builder deliver a best-in-class, fully
integrated ChMS, custom community app and giving solution for customers in
the US faith sector.
Pushpay receives co-funding from Callaghan Innovation, New Zealand's
innovation agency, to support innovation through research and development.
Pushpay is an award-winning company. For more information visit
www.pushpay.com/investors/awards.
ENDS
End CA:00347507 For:PPH Type:SECISSUE Time:2020-01-24 09:49:01
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