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Thursday 22 May, 2014

Zoopla Property Grp

Intention to Float

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 31st 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:

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

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:

To apply to purchase, per each branch or development advertised with ZPG, up to £2,500 worth of shares at a 20 per cent discount to the offer price (the "Offer Price") in the IPO; and

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:

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

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 31st 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 £64.5 million, as compared to £26.8 million in the nine months ended 30 September 2012. Adjusted EBITDA for the year ended 30 September 2013 was £29.4 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

(£m)


For the year

ended 31

December


For the nine

Months

ended 30

September


For the year

ended 30

September


For the six months ended

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.

 

 


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