CWD.L Regulatory News (CWD)

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 £918.8 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 £369.9 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:

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

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

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.