18 Jun 2014 07:30
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.
18 June 2014
Zoopla Property Group plc (the "Company")
Stabilisation Notice
Credit Suisse Securities (Europe) Limited (contact: Stephane Gruffat; telephone: 020 7888 3692) hereby gives notice that the Stabilising Manager named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).
The securities:
Issuer: Zoopla Property Group plc
Shares: Ordinary Shares of the Issuer (ISIN No. GB00BMHTHT14)
Offering size: 175,975,375 Ordinary Shares
Offer price: 220 pence per Ordinary Share
Stabilisation:
Stabilising Manager: Credit Suisse Securities (Europe) Limited
Stabilisation period expected to commence at: 8.00 a.m. on 18 June 2014
Stabilisation period expected to end no later than: 18 July 2014
Maximum size of over-allotment facility: 15,997,755 Ordinary Shares
Over-allotment Option:
Terms: Zoopla Property Group plc has granted Credit Suisse Securities (Europe) Limited, in its capacity as Stabilising Manager and for the account of the underwriters, the option to acquire, or procure acquirers for, up to an additional 15,997,755 Ordinary Shares.
Duration: This option may be exercised in whole or in part on one or more occasions at any time from 19 June 2014 to 19 July 2014.
DISCLAIMERS
In connection with the offer of the above securities, 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 securities or effect other transactions with a view to supporting the market price of the securities at a higher level than that which might otherwise prevail in the open market. 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 securities 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 securities 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 of the above securities.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction.
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. 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 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 securities' 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 securities, 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 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.