TIDMDMGT TIDMLSL TIDMCWD
RNS Number : 8839I
Zoopla Property Group
05 June 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.
5 June 2014
Zoopla Property Group Plc
IPO Price Range
Following its announcement on 22 May 2014, Zoopla Property Group
Plc (the "Company" and together with its subsidiaries, "ZPG", or
"the Group") today announces the price range for its planned
initial public offering ("IPO").
Highlights
-- The Company intends to apply for admission of its ordinary
shares ("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
(together, "Admission")
-- The offer will comprise:
o an offer of Shares to institutional investors in the United
Kingdom and elsewhere outside the United States under Regulation S
and to QIBs in the United States in reliance on Rule 144A (the
"Institutional Offer"); and
o an offer of Shares in the United Kingdom by certain of the
selling shareholders to existing subscribing members (being estate
agents, letting agents, new home developers and partners) of the
Group's services (the "Member Offer" and together with the
"Institutional Offer", the "Offer")
-- Price range set at 200 pence to 250 pence per Share
-- The Principal Selling Shareholders have agreed to, in
aggregate, make available between 31% and 50% of their pre-IPO
shareholdings in connection with Admission(2)
-- The maximum Offer size is 214 million shares (assuming full
exercise of the over-allotment option) and the minimum Offer size
is 93 million shares(,) (assuming no exercise of the over-allotment
option and maximum take-up of the Member Option)
-- Assuming 50% take up of the Member Offer and sell down by
other non-Principal Selling Shareholders of 50% in aggregate, the
base deal offer size(3) (across the price range) would be between
111 million Shares and 179 million Shares, representing between 27%
and 43% of the Company's existing issued share capital
-- The Offer comprises the sale by selling shareholders of
existing Shares only. No new shares will be issued
-- Over-allotment option of up to 10% of the Shares subject to
the Offer has been granted by certain of the selling
shareholders1
-- The mid-point of the price range implies a market
capitalisation for the Group of approximately GBP940 million
-- If the offer price is set at the mid-point of the price
range, the maximum total number of Shares comprised in the Member
Offer is 20,067,993 Shares. Any Shares not applied for pursuant to
the Member Offer, together with the Shares to satisfy corresponding
Member Options, are expected to form part of the Institutional
Offer
-- The full details of the Offer will be included in the
Prospectus which is expected to be published later today
-- Final pricing is currently expected to be announced on or
around 19(th) June 2014, with conditional dealings in the Shares on
the London Stock Exchange beginning the same day
-- Admission and unconditional dealings in the Shares are
expected to commence on or around 24(th) June 2014
-- Alex Chesterman, Simon Kain, Stephen Morana, certain other
members of senior management and the Board of Directors of the
Company will be subject to a 365 day lock-up. The remaining
Principal Selling Shareholders and the Company will be subject to a
180 day lock-up
1 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; which together hold 94%
of the issued ordinary share capital of the Company.
(2) Including shares sold in the Member Offer, shares made
available to satisfy Member Options, shares sold in the
Institutional Offer and full exercise of the over-allotment option.
Calculated on a weighted average basis.
(3) Excluding the Over-allotment option.
Alex Chesterman, Founder & Chief Executive Officer of Zoopla
Property Group Plc said:
"Today's announcement reflects the strong level of investor
interest in our business and underlines the growth potential of
Zoopla Property Group. We have been delighted with the response to
the news of our intention to float, including from our members who
will have the opportunity to participate in the initial public
offering and become shareholders in our business."
"Zoopla Property Group has become a key part of the property
search process for consumers and the property marketing process for
estate agents and developers across the UK and we are proud to have
created a strong and profitable business over the past few years.
We have a clear strategy to continue growing our business and
brands whilst providing great services for our users and
exceptional value to our members. Listing on the London Stock
Exchange is an exciting next step and we look forward to welcoming
new shareholders as we enter the next phase of our development as a
public company."
Current trading
The Group's strong operating momentum has continued since 31
March 2014, with all key performance metrics continuing to be
significantly ahead of last year.
Traffic on the Group's websites and mobile applications has
continued to grow with average monthly visits for the eight months
ended 31 May 2014 reaching 41 million, a 37 per cent increase as
compared with the corresponding period in 2013. The Group's mobile
channels have continued to deliver growth with total mobile visits
and app sessions for the eight months ended 31 May 2014 accounting
for 52 per cent of overall traffic. In addition, the Group's total
members reached a record of 19,462 as at 31 May 2014.
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
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 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, authorised by the
Prudential Regulatory Authority and regulated by the Prudential
Regulatory Authority and Financial Conduct Authority in the United
Kingdom and each of Jefferies International Limited and Canaccord
Genuity Limited, each authorised and regulated by the Financial
Conduct Authority in the United Kingdom, are acting exclusively for
the Company and no-one else in connection with the offer and will
not regard any other person (whether or not a recipient of this
document) as a client in relation to 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
MSCLFFLLRAISIIS
Lsl Property Services (LSE:LSL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Lsl Property Services (LSE:LSL)
Historical Stock Chart
From Jul 2023 to Jul 2024