TIDMZPLA TIDMDMGT TIDMLSL TIDMCWD
RNS Number : 8928J
Zoopla Property Group
18 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 dated 5 June 2014 (the "Prospectus") published by Zoopla
Property Group Plc 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 are available on the Company's website at
www.zpg.co.uk/ipo.
18 June 2014
Zoopla Property Group Plc
Announcement of Offer Price
Offer Price set at 220 pence
Following the announcement by Zoopla Property Group Plc (the
"Company", and together with its subsidiaries, "ZPG" or the
"Group") on 5 June 2014 of the publication of the Prospectus in
connection with the initial public offering of its ordinary shares
(the "IPO" or the "Offer"), the Company today announces the
successful pricing of the Offer.
Offer highlights
-- The offer price has been set at 220 pence per Share (the "Offer Price")
-- Based on the Offer Price, the total market capitalisation of
the Company will be GBP918.8 million
-- The Offer comprises 159,977,620 Shares, representing 38.3% of
the Company's issued share capital on Admission, excluding the
Over-allotment Option
-- The Offer comprises the sale by selling shareholders of
existing Shares only. No new Shares will be issued pursuant to the
Offer
-- The Principal Selling Shareholders have granted an
Over-allotment Option in respect of 15,997,755 Shares. If the
Over-allotment Option were exercised in full the total gross
proceeds raised by the Principal Selling Shareholders in the Offer
would be approximately GBP369.9 million
-- 4,179,624 Shares have been applied for by Eligible Members
under the Member Offer. As a result the Institutional Offer will
comprise 155,797,996 Shares
Admission and dealings
-- Conditional dealings in the Shares will commence on the
London Stock Exchange at 8:00 am today (18 June 2014) under the
ticker ZPLA
-- Admission to the premium listing segment of the Official List
and to trading on the main market for listed securities of the
London Stock Exchange, and the commencement of unconditional
dealings in the Shares on the London Stock Exchange, are expected
to take place at 8:00 am on 23 June 2014. At Admission, the Company
will have 417,642,460 Shares in issue
-- The Pricing Statement relating to the Offer will be submitted
to the UKLA and will be available free of charge at the Company's
registered office at Harlequin Building, 65 Southwark Street,
London, SE1 0HR. In addition, the Pricing Statement will be
published on the Company's website at www.zpg.co.uk/ipo
Alex Chesterman, Founder & Chief Executive Officer of Zoopla
Property Group Plc said:
"We are delighted with our successful listing on the London
Stock Exchange. Today's announcement marks an important milestone
for our business following a number of years of strong growth and
having built a market-leading proposition. We have received a
significant level of institutional investor support in our business
which once again underlines the growth potential of Zoopla Property
Group. We have also received strong support from our members who
have also participated in our IPO through our exclusive Member
Offer and have become shareholders in our business. We are looking
forward to life as a public company and to welcoming our new
shareholders to the business."
Further information
-- The Principal Selling Shareholders (other than Alex
Chesterman and Simon Kain), are locked up for 180 days and the
Directors and Senior Managers are locked up for 365 days in respect
of their holdings of Shares following Admission, subject to the
consent of the Joint Global Co-ordinators and to certain customary
exceptions. The Company will also be subject to customary lock-up
arrangements for 180 days following Admission, subject to the
consent of the Joint Global Co-ordinators and to certain customary
exceptions
-- Following Admission, before any exercise of the
Over-Allotment Option, DMGT will hold 33.7% of the Shares and the
Principal Selling Shareholders (other than Alex Chesterman and
Simon Kain) will hold, in aggregate, 52.6% of the Shares. The
Directors and Senior Managers will hold, in aggregate, 6.2% of the
Shares, before any exercise of the Over-Allotment Option
-- It is expected that the Company will be eligible for
inclusion in the FTSE UK Index Series at the quarterly review in
September 2014
-- In relation to the Offer and Admission, Credit Suisse
Securities (Europe) Limited and Jefferies International Limited are
acting as Joint Sponsors, Joint Global Co-ordinators and Joint
Bookrunners, and Canaccord Genuity Limited is acting as Co-Lead
Manager
-- As stabilising manager, Credit Suisse Securities (Europe)
Limited has been granted the Over-allotment Option, exercisable no
later than thirty days from today, by the Principal Selling
Shareholders over up to 15,997,755 Shares, representing 10% of the
Shares comprised in the Offer
Enquiries:
Zoopla Property Group Plc
Alex Chesterman, Chief Executive Officer
Stephen Morana, Chief Financial Officer +44 (0) 207 620 4761
Joint Global Co-ordinator, Joint Sponsor and Joint
Bookrunner
Credit Suisse
Gillian Sheldon
Tristan Lovegrove +44 (0) 207 888 8888
Joint Global Co-ordinator, Joint Sponsor and Joint
Bookrunner
Jefferies
Paul Nicholls
Ben Bailey +44 (0) 207 029 8000
Co-Lead Manager
Canaccord Genuity
Roger Lambert
Piers Combs +44 (0) 207 523 8350
Financial Public Relations
Maitland
Neil Bennett
Brian Hudspith +44 (0) 207 379 5151
Notes to editors:
Except where the context otherwise requires, defined terms used
in this announcement have the meanings given to such terms in the
Prospectus published by the Company in connection with the
Offer.
Expected timetable
Event Time and Date (1)(2)
Commencement of conditional dealings in Shares on 8:00 am on 18 June
the London Stock Exchange 2014
Admission and commencement of unconditional dealings 8:00 am on 23 June
in Shares on the London Stock Exchange 2014
CREST accounts credited in respect of Shares in the 23 June 2014
Institutional Offer in uncertificated form
Latest date for despatch by post of definitive share By 30 June 2014
certificates (where applicable) for Shares sold in
the Member Offer in certificated form
Notes:
(1) Times and dates set out in the timetable above and mentioned
throughout this announcement that fall after the date of
publication of this announcement are indicative only and may be
subject to change without further notice.
(2) All references to times and dates in this timetable are to UK times and dates.
Offer statistics
Price (per Share) 220 pence
Number of Shares in the Offer (1) 159,977,620
Number of Shares in issue on Admission (1) 417,642,460
Number of Shares in the Offer as a percentage
of total number of Shares in existence on Admission
(1) 38.3%
Number of existing Shares subject to the Over-allotment
Option (2) 15,997,755
Market capitalisation of the Company at the GBP918.8 million
Offer Price (3)
Notes:
(1) Assuming no exercise of the Over-allotment Option
(2) The number of existing Shares comprised in the
Over-allotment Option is, in aggregate, equal to 10% of the number
of Shares comprised in the Offer (excluding the Shares subject to
the Over-allotment Option)
(3) The market capitalisation of the Company at any given time
will depend on the market price of the Shares at that time. There
can be no assurance that the market price of a Share will be equal
to or exceed the Offer Price
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 Company
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 ZPG 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 ZPG 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 ZPG. 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 Zoopla Property Group Plc, 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 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
published by the Company 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 are available on the Company's website at
www.zpg.co.uk/ipo.
In member states of the European Economic Area ("EEA") other
than the United Kingdom, this announcement 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
announcement or any of its contents.
Any purchase of Shares in the Offer should be made solely on the
basis of the information contained in the Prospectus. Before
purchasing any Shares, persons viewing this announcement should
ensure that they fully understand and accept the risks which are
set out in the Prospectus. 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 set out in the Prospectus.
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, authorised and regulated by the Financial Conduct
Authority in the United Kingdom (together, the "Banks"), are acting
exclusively for ZPG 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 ZPG 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 the Banks and any of their
respective affiliates, acting as investors for their own accounts,
may 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 ZPG or related investments in
connection with the Offer or otherwise. Accordingly, references in
the Prospectus, 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 the Banks or any of their respective affiliates acting
as investors for their own accounts. The Banks 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 the Banks 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 whether any information has been omitted from the
announcement) or any other information relating to ZPG, 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. The
stabilising manager will not be required to enter into 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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