TIDMCWD TIDMDMGT TIDMLSL
RNS Number : 7582H
Zoopla Property Group
22 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus or an
offer of securities for sale in any jurisdiction, including in or
into Australia, Canada, Japan, South Africa or the United States.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
prospectus (the "Prospectus") expected to be published by the
Company in due course in connection with the proposed admission of
its ordinary shares to the premium listing segment of the Official
List of the Financial Conduct Authority and to trading on the main
market for listed securities of the London Stock Exchange. Copies
of the Prospectus will, following publication, be available for
inspection from the Company's registered office at Harlequin
Building, 65 Southwark Street, London, SE1 0HR and from the
Company's website at www.zpg.co.uk/IPO.
22 May 2014
Zoopla Property Group Plc
Announcement of Intention to Float on the London Stock
Exchange
Appointment of New Directors to the Board
Zoopla Property Group Plc (the "Company" and together with its
subsidiaries, "ZPG", or "the Group") today announces its intention
to proceed with an initial public offering (the "IPO" or the
"Offer"). The Company intends to apply for admission of its
ordinary shares ("Shares") to the premium listing segment of the
Official List of the UK Listing Authority ("UKLA") and to trading
on the main market of the London Stock Exchange ("LSE") (together,
"Admission"). The Offer will comprise an offer of Shares to
institutional investors (the "Institutional Offer") and to the
Group's eligible members (the "Member Offer").
ZPG is an established digital media business operating in the
broader UK property market by providing property search and
research services to consumers and property marketing and data
services to property professionals (estate agents, letting agents
and new home developers).
The Group owns and operates a number of leading UK online
property portals with a portfolio of brands. These portals provide
consumers with the resources to search for property and research
the property market, and property professionals with a platform on
which to market their listings and connect with consumers. The
Group's own brands include Zoopla, PrimeLocation, SmartNewHomes and
HomesOverseas and the Group also powers the property search
function for a number of leading third-party websites and mobile
applications in the UK.
Alex Chesterman, Founder & Chief Executive Officer of Zoopla
Property Group said: "We are delighted to be bringing ZPG to market
following a number of years of strong growth and having built a
market-leading proposition for both our users and members (being
estate agents, letting agents and new home developers). In
addition, we are excited to be able to offer the opportunity to our
members to participate in the Offer and become shareholders in the
business as part of this process."
"In 2008 we set out to provide consumers with the most useful
online property resources and to be the most effective partner for
property professionals in the UK. Today, with over 40 million
visits per month to our websites and mobile applications,
generating over 2 million enquiries every month for our members,
ZPG has become an indispensable link in the property search process
for consumers and the property marketing process for professionals
across the UK."
"We have built strong and trusted brands with high engagement
levels across our platform as a result of our passion for
innovation and differentiation and our mission of becoming the
consumer champion in the UK property market. I am very proud of
what the team has achieved to date and we are incredibly excited
about the opportunities ahead to continue to grow our brands and
business. We're confident about our future as we embark on the next
stage of our development as a public company on the London Stock
Exchange."
The Group is also pleased to announce the appointments of Mike
Evans as Non-Executive Chairman, in addition to Duncan Tatton-Brown
as senior independent director and Sherry Coutu as a non-executive
director to the Board of ZPG (see Board Biographies below).
Commenting on the recent Board appointments, Alex Chesterman
said: "I am delighted to welcome Mike, Duncan and Sherry to the
Board of Zoopla Property Group. The fact that we have attracted
Non-Executive Directors of their calibre is testament to the
strength of our business. I am looking forward to working closely
with each of them and utilising their insight and experience which
will be incredibly valuable as we move into life as a public
company."
Mike Evans, Non-Executive Chairman of Zoopla Property Group
said: "I am very excited to be joining Zoopla Property Group as
Chairman. Alex and his experienced team have built a very
impressive business with a proven track record of delivering
exceptional financial results and are passionate about continuing
to innovate and grow the ZPG brands in a sustainable way by
focusing on generating further value for both its members and
consumers. I look forward to working with the other Board members
and the management team as we take ZPG through its next phase of
development in the public market."
Business Highlights
A leading market position in an industry with high barriers to
success for new entrants
-- ZPG has reached strong market penetration levels -
approximately 90 per cent of the total inventory of residential
property listings from property professionals in the UK, with
approximately 19,000 subscribing members
-- In the half year ended 31(st) March 2014, the Group attracted
an average of approximately 40 million visits per month to the
Group's websites and mobile applications
-- Strong brand awareness - the Zoopla brand enjoys 76 per cent
prompted national brand awareness in the UK according to a recent
brand survey conducted by Harris Interactive
-- Long-term strategic relationships with many of the leading property professionals in the UK
-- Exclusive distribution partnerships with some of the leading media businesses in the UK
Proven track record of innovation and differentiation
-- Provides users with unique features and content to empower
them and provide valuable insights into the UK residential property
market
-- A superior user experience with compelling functionality and rich data
-- Through continued product development and innovation, the
Group has become a key destination of choice for property consumers
and a marketing platform of choice for property professionals in
the UK
-- ZPG has accumulated a significant database of information on
over 28 million residential properties across the UK, enhanced by
proprietary user-generated content on over 9 million UK homes and
continues to build one of the most valuable datasets on the UK
residential property market
Compelling member proposition
-- Provides members with valuable tools and services to enable
them to market their listings and win more business
-- Subscription services provide compelling value and a strong return on investment for members
-- Member tools allow property professionals to track, manage and communicate real time with transaction-ready users, helping to measure and quantify the value created by the Group's leads
-- Well-positioned to create additional value for the Group's
growing member base and grow revenues in the future
Strong growth, high margin recurring subscription-based model
with excellent cash generation
-- Strong top-line growth underpinned by a superior value proposition offered to members
-- Revenue is principally comprised of subscription fees charged
to members on a monthly basis representing c. 86 per cent of total
revenues in the year ended 30 September 2013
-- Business model characterised by a high profit margin and low
capital expenditure requirements, leading to exceptional operating
cash conversion of approximately 100 per cent for the year ended 30
September 2013
Entrepreneurial management team with exceptional proven
experience
-- Agile and lean management structure, ensuring that the senior
management team remains close to its members, users and their
colleagues
-- Senior management team has a track record of delivering
cost-effective organic growth and successfully integrating
acquisitions within a short timeframe
Growth Prospects
The Group has a number of strategic priorities to continue
driving growth in the business, including:
-- Delivery of its core strategy of providing superior value to
members and increasing membership to the platform
-- Launching additional products and services for its members
-- Leveraging its strong brands and platform within other areas
of the property sector including the commercial and overseas
property markets
-- Utilising its proprietary dataset to enhance its products and
services and monetising such data by providing unique insights into
the property market
-- Providing further property-related services to its large
audience of users as the consumer champion in the property
market
Overview of the Offer
-- The Group has a diverse shareholder base including a number
of key shareholders who hold approximately 93 per cent of the
Shares in the Company between them. The Offer is expected to
comprise a sale of Shares held by key shareholders including DMG
Media Investments, Atlas Venture Fund VII, L.P, Alex Chesterman,
Countrywide Plc, LSL Property Services Plc, Connells Limited, Simon
Kain and Octopus Zenith LP (together, the "Selling Shareholders").
In addition, a number of smaller shareholders are expected to sell
some of their Shares in the Offer.
-- The Offer comprises the sale of secondary shares only and
will provide the Selling Shareholders with an opportunity for a
partial realisation of their investment in the Company. The Company
will not be issuing any new shares to investors or members in
connection with the Offer.
-- Following completion of the Offer, it is expected that the UK
Listing Authority's minimum free float requirements will be
satisfied, resulting in the Company having a free float of at least
25%.
-- The Offer is being made by way of:
o the Institutional Offer by the Selling Shareholders: (i) to
institutional investors in the United Kingdom and elsewhere outside
the United States in reliance on Regulation S and in accordance
with locally applicable laws and regulations, and (ii) in the
United States, only to Qualified Institutional buyers in reliance
on Rule 144A or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act of 1933; and
o the Member Offer in the United Kingdom by certain of the
Selling Shareholders to existing subscribing members (being estate
agents, letting agents, new home developers and franchisors) of the
Group's services (together the "Eligible Members"). Each Eligible
Member will be contacted individually to explain how to participate
in the Member Offer.
-- Pursuant to the Member Offer, each Eligible Member will be entitled:
o To apply to purchase, per each branch or development
advertised with ZPG, up to GBP2,500 worth of shares at a 20 per
cent discount to the offer price (the "Offer Price") in the IPO;
and
o the option to purchase, one year following Admission, per each
branch or development, an additional amount up to the amount
subscribed for at the IPO, at a 20 per cent discount to the Offer
Price, provided Eligible Members remain continuing subscribing
members of the Group's services during the period up to and on
exercise of the option one year after Admission.
-- The Company, its Directors and the Selling Shareholders will
agree to customary lock-up arrangements in respect of the issue,
sale or other transfer of Shares (as applicable) for the following
specified periods of time following Admission:
o Alex Chesterman, Simon Kain, Stephen Morana, certain other
members of senior management and the Board will be subject to a 365
day lock-up; and
o the remaining Selling Shareholders and the Company will be
subject to a 180 day lock-up.
-- It is intended that an over-allotment option of up to 15 per
cent of the total offer size will be made available by certain of
the Selling Shareholders
-- It is expected that Admission will take place in June 2014
and that, following Admission, the Company will be included in the
FTSE UK Index Series (in the FTSE 250, with a Media super-sector
classification).
-- In relation to the Offer and Admission, Credit Suisse
Securities (Europe) Limited ("Credit Suisse") and Jefferies
International Limited ("Jefferies"), are acting as Joint Global
Co-ordinators, Joint Sponsors and Joint Bookrunners. Canaccord
Genuity Limited ("Canaccord Genuity") is acting as Co-Lead
Manager.
Enquiries
Zoopla Property Group Plc +44 (0) 207 620 4761
Alex Chesterman, Chief Executive Officer
Stephen Morana, Chief Financial Officer
Joint Global Co-ordinators, Joint Sponsors
and Joint Bookrunners
Credit Suisse +44 (0) 207 888 8888
Gillian Sheldon
Tristan Lovegrove
Jefferies +44 (0) 207 029 8000
Paul Nicholls
Ben Bailey
Co-Lead Manager
Canaccord Genuity +44 (0) 207 523 8350
Roger Lambert
Piers Coombs
Financial Public Relations
Maitland +44 (0) 207 379 5151
Neil Bennett
Brian Hudspith
NOTES TO EDITORS
History of the Group
The Group was founded in 2007 by Alex Chesterman and Simon Kain
and the Zoopla.co.uk website was launched in January 2008. Since
its inception, the Group has grown rapidly both organically and
through a number of acquisitions and has demonstrated a solid track
record of efficiently integrating its acquired businesses. The
Group's most significant acquisition to date has been that of The
Digital Property Group in May 2012, which enabled the Group to
achieve critical mass in terms of both the scale of its user
audience and its market penetration of property listings.
ZPG's Key Strengths
The Directors believe that the Group is well-positioned to
continue its disciplined and profitable growth as a result of its
large audience and strong user engagement, combined with its
continued product innovation and differentiation that delivers
significant value for its members, in addition to its leading
position in the UK property market which is experiencing a
recovery. The Directors believe that the Group's key strengths are
as follows:
Leading market position in an industry with high barriers to
success for new entrants
Property portals have become an integral part of the property
search, research and marketing processes and have transformed the
behaviour of both property consumers and professionals in the
United Kingdom. By providing a one-stop-shop for information on
available property listings, property professionals, historic and
current house prices and local neighbourhoods, the Group's websites
and mobile applications add transparency and efficiency to the
property market and help consumers make better-informed property
decisions and provide property professionals with a cost-effective
marketing platform. The Directors believe that a combination of the
Group's engaging products, marketing campaigns, experienced sales
network and large, differentiated consumer audience have
contributed to the Group having approximately 90 per cent of the
estimated total inventory of residential property listings from
property professionals in the United Kingdom. The Group's websites
and mobile applications have become some of the most popular
destinations of choice for consumers in the UK residential property
market and in the half year ended 31(st) March 2014, the Group
attracted an average of approximately 40 million visits per month
to its websites and mobile applications. Further, the Group's
leading market position as one of the leading property portals
makes it well-placed to take advantage of any developments in the
UK property portal market.
The Directors believe that the significant investment the
Company has made in marketing its brands, developing its technology
platform and building its sales network are what is required to
obtain and retain a significant share of the listings inventory in
the highly fragmented UK property market and to develop a consumer
brand with high levels of national awareness. Thus, despite the
growth in consumer habits of using the internet and mobile devices
to access property listings and information, the majority of UK
property websites have been unable to achieve the same level of
activity as the leading property portals with a number of smaller
portals having been consolidated or no longer being actively
maintained.
The Group benefits from powerful network effects whereby the
size of the user audience of the Group's websites and mobile
applications reinforces the value to its members of listing their
properties on the Group's platform which in turn further draws
users to the Group's websites and mobile applications in order to
access the Group's comprehensive property listings. The unique
additional information and content available on the Group's
platform including proprietary content generated by its users
further reinforces these network effects. The Group's core brand,
Zoopla, enjoys 76 per cent prompted brand awareness amongst adults
nationally in the UK according to a recent survey conducted by
Harris Interactive.
Proven track record of innovation and differentiation
The Group provides its users with unique features and content to
empower them and provides valuable insights into the residential
property market and its members with a wide array of tools and
services to enable them to market their listings and win more
business. The Group's ability to innovate over the past few years
has allowed it to create a superior user experience with compelling
functionality and rich data. By combining the Group's comprehensive
property listings with local neighbourhood information on school
performance, crime levels, tax rates and amenities as well as
providing advice and forums for home movers the Group has created a
unique and engaging product for its users and members.
The Directors believe that the Group has developed some of the
strongest products and services in the UK property portal industry
for both consumers and property professionals. The Group has
invested significant resources into differentiated product and
technology development including the Group's instant automated
value estimates that provide transparency in the market and
generate valuable appraisal leads for property professionals.
By allowing its users to interact with the tools and information
on its websites and mobile applications, the Group has collected a
significant database of proprietary user-generated content on over
9 million UK homes in addition to data available in the public
domain. User generated content from owners, property professionals
and other third parties enriches the Group's database and by
overlaying this data on top of property related information in the
public domain, the Group has accumulated and continues to develop
valuable datasets on the UK residential property market.
The Group's experienced in-house product development team
designs all of the Group's products, translating user journeys into
product specifications. The product development team works closely
with the technology team, which focuses on software development and
quality assurance to ensure products are scoped efficiently and
built in the most effective way. Through innovation and
differentiation, the Group's platform has become a key destination
of choice for property consumers and marketing platform of choice
for property professionals in the United Kingdom.
Long-term strategic relationships
The Group has cultivated long-term strategic relationships with
many of the leading property professionals in the United Kingdom.
The Group has become a highly-valued resource for its members,
delivering exposure to and enquiries from the Group's significant
user audience and helping its members win new business.
The Group has also developed exclusive listings distribution
partnerships with some of the leading media businesses in the
United Kingdom that offer property search services to consumers.
The Group has long-standing exclusive relationships with leading
national and regional newspaper groups including The Times, The
Telegraph, The Evening Standard, The Daily Mail, Johnston Press and
Archant, where the Group powers the property search facility on
their websites and is able to extend the audience reach it offers
to its members. The Group also has exclusive listings distribution
relationships with a number of other participants in the
residential property market including Halifax, Barclays and the
BBC, where the Group powers the property listings on mobile
applications of such participants. Further, the Group's continuous
investment in building new and innovative products and services
make it an attractive long-term partner for both its members and
distribution partners.
Compelling member proposition
The Group's subscription services provide compelling value and a
strong return on investment for members by delivering enquiries at
what the Directors believe to be relatively low costs as compared
to the Group's competitors and substantially lower than the
corresponding cost and return on investment of print and other
forms of advertising. The Group's member tools also allow members
to track, manage and communicate with transaction-ready users,
helping to measure and quantify the value created by the Group's
enquiries.
The Directors believe that the Group's innovative products and
continuous focus on building essential solutions for its members
exemplify the Group's superior value proposition to its
competitors. Committed to delivering a high-quality service to its
members, the Group continues to introduce compelling and useful
features and products to its member packages and add-on options
including featured properties (which displays members' properties
at the top of search results), area sponsorship (which promotes
members' brands on search results and is exclusive to one member
per search area), premium listings (which enhances listings with
additional features such as extra photos) and appraisal booster
(which allows members to be at the top of the list for homeowners'
appraisal requests by area). Coupled with favourable market trends
such as the recovery in the UK residential property market and the
shift in property professionals' advertising spend from print to
digital, the Group is well-positioned to create additional value
for its growing member base and grow its revenues in the
future.
High growth, high margin recurring subscription-based model
In the year ended 30 September 2013 (which represented the first
full year of ownership of The Digital
Property Group), the Group generated revenues of GBP64.5
million, as compared to GBP26.8 million in the nine months ended 30
September 2012. Adjusted EBITDA for the year ended 30 September
2013 was GBP29.4 million.
The Group's revenue is principally comprised of the subscription
fees charged to its members on a monthly basis to advertise
property listings on the Group's platform, which amounted to 86 per
cent of total revenues in the year ended 30 September 2013. The
vast majority of the Group's members pay their subscription fees
via direct debit, collected before the end of each month. The Group
has historically experienced low churn rates (the number of members
who discontinue their membership indefinitely as a percentage of
total members), which the Directors believe is a result of the
Group's engaged member base and its high value-added service.
Furthermore, the Group has a business model characterised by a high
profit margin, with an Adjusted EBITDA margin of 46 per cent for
the year ended 30 September 2013 and low capital expenditure
requirements, leading to an operating cash conversion (Adjusted
EBITDA as a proportion of operating cash flows) of approximately
100 per cent for the period.
Entrepreneurial management team with exceptional proven
experience
The Group adopts an agile and lean management structure, seeking
to ensure that the senior management team remains close to its
members, users and their colleagues. Further, the Directors believe
that recruiting, incentivising and retaining the best talent is key
to the Group's success. The Group has strived to promote from among
its existing employees but also hires externally from leading
businesses in related sectors in an effort to maintain a blend of
experience and innovation within its management structure.
The Group has also created a strong culture of innovation and
transparency, which the Directors believe has allowed it to
maintain a high retention rate of key staff and develop a workforce
that is dedicated to delivering high-quality products and services.
Further, the Directors believe that the senior management team's
track record of delivering cost-effective organic scale growth and
successfully integrating numerous acquisitions within a short
timeframe are one of the Group's core strengths in a complex and
continually evolving industry.
Financial Highlights
For the
For the nine For the
year Months year For the six months
ended 31 ended 30 ended 30 ended
(GBPm) December September September 31 March
2011 2012 2013 2013 2014
------------------------------ ---------- ----------- ----------- ---------- ---------
Revenue 13.8 26.8 64.5 30.3 38.3
------------------------------ ---------- ----------- ----------- ---------- ---------
Adjusted EBITDA(1) (0.6) 8.6 29.4 14.8 18.7
------------------------------ ---------- ----------- ----------- ---------- ---------
Operating (loss)/profit (2.8) (2.3) 28.0 14.1 16.2
------------------------------ ---------- ----------- ----------- ---------- ---------
(Loss)/profit for
the period (2.7) 1.1 22.3 11.7 12.8
------------------------------ ---------- ----------- ----------- ---------- ---------
Free Cash Flow Conversion(2) n/a 97% 100% 99% 96%
------------------------------ ---------- ----------- ----------- ---------- ---------
Net Cash 2.0 11.0 28.1 24.5 29.2
------------------------------ ---------- ----------- ----------- ---------- ---------
(1) Adjusted EBITDA represents EBITDA pre-share based payments
and exceptional costs
(2) Free cash flow conversion is defined as (EBITDA - capital expenditures)/EBITDA
Dividend Policy
The ZPG business model is highly cash generative with
substantial revenue visibility and offers the possibility of strong
cash returns to shareholders. As a public company, the Board
intends to:
-- Adopt a progressive dividend policy, tracking the cash
generative nature and long term earnings potential of the Group
-- Target a dividend payout ratio of at least 35-45 per cent of
retained profits and subject to cash not being used for organic
investments or potential acquisitions, intends to return any excess
cash to shareholders over time via appropriate means after
canvassing shareholder views.
Strategy
The Group's mission is to provide the most useful online
resources to UK property consumers and be the most effective
partner to its members. The Group focuses on the following core
strategies in order to deliver on this mission.
Grow brand awareness and user audience
The Group plans to continue to grow its brand awareness through
its advertising, public relations and social media campaigns. These
campaigns aim to inform users of the advantages of using the
Group's websites and mobile applications to enable them to make
better-informed property decisions.
The Group has achieved significant growth in brand awareness for
its core brand, Zoopla, over the last three years. The prompted
brand awareness of the Zoopla brand amongst all adults nationally
has grown from 26% to 76% between November 2010 and February 2014
according to brand surveys conducted by Harris Interactive. The
Group aims to continue to increase the awareness and use of its
brands.
Extend listings inventory and property data
There are approximately 21,500 residential agency branches and
new home developer sites operating in the United Kingdom, close to
90 per cent of which are members of the Group. The Group aims to
attract the remaining UK property professionals that are not
currently members to subscribe to the Group's services by
communicating the value of the Group's products and the benefits of
accessing the Group's significant user audience. The Group has
extensive field based and telesales teams that are continually
building relationships with property professionals who are
prospective members. Extending the Group's listings inventory to
cover the whole of the market would further improve the user
experience, enabling consumers to search all of the United
Kingdom's property listings on one portal and, as a result,
increases the Group's value to its users and members.
Develop additional products to extend value to members
The Group aims to be the most effective partner to property
professionals in the United Kingdom. The Group's strategy is to
develop products that assist members as much as possible to attract
new clients and generate user leads. The Group's products such as
ZooplaPro and MarketView have been developed to provide members
with information on their marketing performance and their
competitive position in a local area. The Group is continually
improving its existing products and developing new products that
allow the Group to offer subscription package upgrades and product
add-ons which helps to grow its revenues.
Further innovate and increase user engagement
The Directors believe that user engagement is characterised by
three key processes: (i) initially acquiring a user's attention;
(ii) repeatedly engaging a user through compelling products and
features and (iii) retaining user loyalty through developing a
customised user experience.
The Group intends to further increase its user engagement levels
by continuing its consumer-centric approach to product development
and to develop tools that (i) assist users' core property searches
(real-time alerts, smart maps, keyword searches), (ii) provide
local information to contextualise users' property searches (school
information, crime rates, points of interest), (iii) facilitate
contact between users and members and (iv) personalise the Group's
interactions with its users, including via MyZoopla, where users
can save property searches, track property values and create
property alerts.
The Group also generates unique property-related content that is
useful for users as a means to increase user engagement. The Group
will continue to add more data and content to its platform and
develop new features and tools to further improve user experience
and deepen users' engagement with the Group's websites and mobile
applications, thereby improving the volume and quality of enquiries
delivered to members.
The growing number of users accessing the Group's services
through smartphone and tablet devices has increased the traffic to
the Group's platform and increased overall user engagement. Mobile
functionality provides users with additional opportunities to
access the Group's resources while conducting property searches on
the move, thus driving the Group's strategy of creating a cohesive
user experience across all devices.
Develop revenue streams in related/adjacent markets
The Group is beginning to pursue additional revenue
opportunities in related/adjacent markets:
i. Further products and services for members. The Group seeks to
assist its members beyond the provision of portal services,
including the provision of data services, website design and
hosting services and digital print and email campaign services,
amongst others.
ii. Overseas and commercial property. The Group has recently
acquired and re-launched a leading overseas property portal,
homesoverseas.com, and intends to launch a commercial property
portal in 2014, dedicated to UK commercial property.
iii. Complete coverage of the property journey. The Group aims
to be the most useful property resource for consumers not only in
relation to property searches, but throughout the property cycle.
The Group plans to develop further services in order to engage
users with the Group's websites and mobile applications at
different points in their property journey. This engagement of the
UK property consumer also assists the Group's core strategy of
delivering high-quality leads to the Group's members.
iv. Property dataset. The Group has a unique UK property data
resource comprised of historic sales transaction data, property
listings information and proprietary user-generated content, which
the Directors believe is one of the most comprehensive residential
property datasets in the UK. The Group will continue to explore new
ways to apply this dataset in its products and services offered to
users and members and to monetise this data.
The Directors believe that the Group's significant and engaged
user audience, strong relationships with the vast majority of UK
property professionals, leading brands and powerful technology
platform make it well-positioned to capitalise on opportunities in
related/adjacent markets.
ZPG Board Biographies
Mike Evans, Non-Executive Chairman
Mike has been Chairman of Hargreaves Lansdown plc since 2009,
which he joined as a non-executive director in 2006. Mike is a
qualified actuary with over 30 years' experience in the financial
services industry. He is also a non-executive director of esure
Group plc, Chesnara plc and CBRE Global Investors Group (UK) Ltd.
He is a member of the advisory board of Spectrum Corporate Finance
and chairs the board of Trustees of Wessex Heartbeat. Mike was
formerly Chief Operating Officer at Skandia UK Limited and he holds
a BSc in Mathematics from the University of Bristol.
Alex Chesterman, Founder & Chief Executive Officer
Alex founded Zoopla Property Group in 2007 and he remains with
the business as CEO, having developed it to now own some of the
UK's best-known online property brands. Previously, Alex co-founded
LOVEFiLM.com, one of Europe's leading online DVD rental services,
which was successfully sold to Amazon. Alex is recognised as one of
the UK's leading entrepreneurs and has been a winner of the Ernst
& Young Entrepreneur of the Year Award as well as being named
by Property Week as one of the 100 most important people in the UK
residential property industry. Alex holds an Honours degree in
Economics from London University.
Stephen Morana, Chief Financial Officer
Stephen joined Zoopla Property Group in 2013 and is currently
its CFO. He also serves as a non-executive Director of boohoo.com
plc. Previously, Stephen spent over a decade at Betfair plc, one of
the world's leading online sports betting providers. As part of the
Betfair management team since 2002, he became CFO in 2006 and then
served as interim CEO in 2012. Prior to Betfair, he held a number
of senior finance positions, including at Sapient, the NASDAQ
listed technology innovator. Stephen is a qualified chartered
accountant and a member of the INSEAD alumni.
Duncan Tatton-Brown, Senior Independent Non-Executive
Director
Duncan became a Director of Zoopla Property Group in 2014. He is
currently CFO of Ocado Group plc which he joined in 2012.
Previously, Duncan was CFO of Fitness First plc and prior to that
was Group Finance Director of Kingfisher plc, one of the world's
largest home improvement retailers. He has held senior finance
positions at B&Q plc, Virgin Entertainment Group and Burton
Group plc and was also a non-executive director of Rentokil Initial
plc. Duncan holds a master's degree in Engineering from King's
College, Cambridge and is a member of the Chartered Institute of
Management Accountants.
Sherry Coutu, Independent Non-Executive Director
Sherry currently serves as a non-executive Director of the
London Stock Exchange Group, Cambridge University Press, Raspberry
Pi and Artfinder. She also serves on the advisory boards of
Linkedin, Care.com and is an external non-executive Director of
Cambridge University. Previously, she has served as a Director of
New Energy Finance, Jarvis plc and RM plc and formerly she founded
Interactive Investor International plc. Sherry was awarded a CBE in
2013 for 'Services to Entrepreneurship' and she holds an MBA from
Harvard, an MSc from the London School of Economics and a BA from
the University of British Columbia.
Robin Klein, Independent Non-Executive Director
Robin became a Director of Zoopla Property Group in 2012. He is
currently a venture partner of Index Ventures, a founding partner
of The Accelerator Group and serves as a non-executive Director of
MoneySupermarket.com Group plc. Robin is a serial entrepreneur and
an angel investor in a number of the UK's leading high-growth
internet businesses. Companies he has backed at an early stage
include LastMinute.com, Agent Provocateur, LOVEFiLM, Wonga, Mind
Candy (Moshi Monsters), Fizzback, Tweetdeck, Graze, FreeAgent,
Skimlinks and Moo.
Stephen Daintith, Non-Executive Director
Stephen became a Director of Zoopla Property Group in 2013. He
is currently Finance Director of Daily Mail & General Trust plc
which he joined in 2011. Previously, Stephen was COO and CFO of Dow
Jones, a subsidiary of News Corp. He has also held several CEO and
CFO positions in various overseas markets for British American
Tobacco. Stephen started his career as an accountant at Price
Waterhouse and holds a degree from Leeds University.
David Dutton, Non-Executive Director
David became a Director of Zoopla Property Group in 2012. He
serves as Chairman of DMG Information, a division of Daily Mail
& General Trust plc as well being a non-executive Director of a
number of other DMGT subsidiaries. David has been an Executive
Director of Daily Mail & General Trust plc since 1997 and
advises the Group on property matters. He also serves as Chairman
of UCL Business plc. David is a successful entrepreneur and holds a
BA in Economics from Cambridge University and an MBA from Harvard
University.
Grenville Turner, Non-Executive Director
Grenville became a Director of Zoopla Property Group in 2010. He
is currently Group CEO of Countrywide plc which he joined in 2006
and is also a Non-Executive Director of the DCLG, Chairman of
Hamptons International, Chairman of Bellpenny Ltd and Chairman of
Knightsbridge Student Housing Limited. He was formerly Chief
Executive, Intelligent Finance and Chief Executive, Business to
Business at HBOS and has previously served as a Director of St
James's Place Capital Plc, Sainsbury's Bank Plc and Rightmove plc.
Grenville qualified as a chartered banker and holds an MBA from
Cranfield Business School.
Forward looking statements
This announcement contains "forward-looking" statements. These
forward-looking statements involve known and unknown risks and
uncertainties, many of which are beyond the control of the Group
and all of which are based on the Directors' current beliefs and
expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such
as "believes", "expects", "may", "will", "could", "should",
"shall", "risk", "intends", "estimates", "aims", "plans",
"predicts", "projects", "anticipates", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. Forward-looking statements may and often do
differ materially from actual results. They appear in a number of
places throughout this announcement and include statements
regarding the intentions, beliefs or current expectations of the
Directors or the Group with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's business
concerning, amongst other things, the results of operations,
financial condition, liquidity, prospects, growth and strategies of
the Group and the industry in which it operates. These
forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts
involve predictions. No assurance can be given that such future
results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing the Group.
Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. The Group disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in
its expectations or any change in events, conditions or
circumstances on which such statements are based unless required to
do so by applicable law, the Prospectus Rules, the Listing Rules or
the Disclosure and Transparency Rules of the Financial Conduct
Authority.
Important notice
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Credit Suisse Securities (Europe) Limited and Jefferies
International Limited solely for the purposes of section 21(2) (b)
of the Financial Services and Markets Act 2000 (as amended).
Neither this announcement nor any copy of it may be made or
transmitted into the United States, or distributed, directly or
indirectly, in the United States. Neither this announcement nor any
copy of it may be taken or transmitted directly or indirectly into
Australia, Canada, Japan or South Africa or to any persons in any
of those jurisdictions, except in compliance with applicable
securities laws. Any failure to comply with this restriction may
constitute a violation of Australian, Canadian, Japanese, South
African or United States securities laws. The distribution of this
announcement in other jurisdictions may be restricted by law and
persons into whose possession this announcement comes should inform
themselves about, and observe any such restrictions. This
announcement does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in
Australia, Canada, Japan, South Africa or the United States or in
any other jurisdiction to whom or in which such offer or
solicitation is unlawful.
The securities of the Company have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or any securities laws of any state or other
jurisdiction of the United States and may not be offered or sold
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with applicable state law.
There will be no public offer of the securities in the United
States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or South
Africa and, subject to certain exceptions, may not be offered or
sold within Australia, Canada, Japan or South Africa or to any
national, resident or citizen of Australia, Canada, Japan or South
Africa.
This announcement is not an offer of securities for sale in the
United States or any other jurisdiction. This announcement is an
advertisement and not a prospectus. Investors should not subscribe
for or purchase any transferable securities referred to in this
announcement except on the basis of information in the Prospectus
intended to be published by the Company in due course in connection
with the proposed admission of its ordinary shares to the premium
listing segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities
of the London Stock Exchange. Copies of the Prospectus will,
following publication, be available for inspection from the
Company's registered office Harlequin Building, 65 Southwark
Street, London, SE1 0HR and from the Company's website
www.zpg.co.uk/IPO.
In member states of the European Economic Area ("EEA") other
than the United Kingdom, this document is being distributed to and
is only directed at, persons who are "qualified investors" within
the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC) (and any amendments thereto) ("Qualified
Investors"). Any person in such other member states of the EEA who
is not a Qualified Investor should not act or rely on this document
or any of its contents.
Any purchase of Shares in the proposed Offer should be made
solely on the basis of the information contained in the final
Prospectus to be issued by the Company in connection with the
Offer. Before purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept
the risks which will be set out in the Prospectus when published.
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
does not constitute or form part of any offer or invitation to sell
or issue, or any solicitation of any offer to purchase or subscribe
for any Shares or any other securities nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Before purchasing any Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks that will be set out in the
Prospectus, when published. Information in this announcement or any
of the documents relating to the Offer cannot be relied upon as a
guide to future performance. There is no guarantee that Admission
will occur and you should not base your financial decisions on the
Company's intentions in relation to Admission at this stage.
Potential investors should consult a professional advisor as to the
suitability of the Offer for the entity concerned.
Credit Suisse Securities (Europe) Limited, Jefferies
International Limited and Canaccord Genuity Limited, authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom, are acting exclusively for the Company and no-one else in
connection with the Offer. They will not regard any other person as
their respective clients in relation to the Offer and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Offer, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
In connection with the Offer, each of Credit Suisse Securities
(Europe) Limited, Jefferies International Limited and Canaccord
Genuity Limited and any of their respective affiliates, acting as
investors for their own accounts, may subscribe for or purchase
Shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Shares and
other securities of the Company or related investments in
connection with the Offer or otherwise. Accordingly, references in
the Prospectus, once published, to the Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Credit Suisse Securities
(Europe) Limited, Jefferies International Limited and Canaccord
Genuity Limited or any of their respective affiliates acting as
investors for their own accounts. Credit Suisse Securities (Europe)
Limited, Jefferies International Limited and Canaccord Genuity
Limited and their respective
affiliates do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of Credit Suisse Securities (Europe) Limited, Jefferies
International Limited and Canaccord Genuity Limited or any of their
respective affiliates or any of their respective directors,
officers, employees, advisors or agents accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement or any other
information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
In connection with the Offer, Credit Suisse Securities (Europe)
Limited as stabilising manager, or any of its agents, may (but will
be under no obligation to), to the extent permitted by applicable
law, over-allot Shares or effect other transactions with a view to
supporting the market price of the Shares at a higher level than
that which might otherwise prevail in the open market. Such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period commencing on the
date of the commencement of conditional dealings of the Shares on
the London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on the stabilising
manager or any of its agents to effect stabilising transactions and
there is no assurance that stabilising transactions will be
undertaken. Such stabilising measures, if commenced, may be
discontinued at any time without prior notice. In no event will
measures be taken to stabilise the market price of the Shares above
the offer price. Save as required by law or regulation, neither the
stabilising manager nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this document may not conform exactly with
the total figure given.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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