Lsl Prop Regulatory News (LSL)

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 Admission2

· 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 size3 (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 £940 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 19th 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 24th 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

Alex Chesterman, Chief Executive Officer

Stephen Morana, Chief Financial Officer

Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners

Gillian Sheldon

Tristan Lovegrove

Paul Nicholls

Ben Bailey

Co-Lead Manager

Roger Lambert

Piers Coombs

Financial Public Relations

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.