TIDMZPLA

RNS Number : 6976V

Zoopla Property Group PLC

01 February 2017

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

1 February 2017

Zoopla Property Group Plc

RESULTS OF EQUITY PLACING

Zoopla Property Group Plc (LSE: ZPLA) ("ZPG" or the "Company"), owner of some of the UK's most trusted home-related digital platforms including Zoopla, uSwitch, PrimeLocation and Property Software Group, is pleased to announce the successful completion of the placing announced on 31 January 2017 (the "Placing").

A total of 20,897,684 new ordinary shares in the Company (the "Placing Shares") have been placed by Credit Suisse Securities (Europe) Limited and Jefferies International Limited, acting as joint global co-ordinators and joint bookrunners (the "Joint Bookrunners") at a price of 365 pence per Placing Share (the "Placing Price"), raising total gross proceeds of approximately GBP76.3 million for the Company. The Placing Shares represent approximately 5.0 per cent of the issued ordinary share capital of ZPG prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 0.1 pence each in the capital of the Company, including in respect of the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications have been made for the admission of the Placing Shares to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 3 February 2017. The Placing is conditional upon, amongst other things, Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms.

As a result of the issue of the Placing Shares, the total number of ordinary shares of 0.1 pence each in the capital of the Company as at Admission will be 439,014,156. The Company holds 162,789 shares in treasury. Therefore, the total voting rights in the Company as at Admission will be 438,851,367. This figure may be used by shareholders as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information.

-S-

For further information, please contact:

Lawrence Hall, Head of Communications - lawrence.hall@zpg.co.uk / 07890 078 945

Rachael Malcolm, Head of Investor Relations - rachael.malcolm@zpg.co.uk / 0203 8725 648

Jais Mehaji / James Isola, Maitland 020 7379 5151

Joint Global Co-ordinator and Joint Bookrunner - Credit Suisse: +44 (0) 207 888 8888

Gillian Sheldon, Lewis Burnett, Omri Lumbroso

Joint Global Co-ordinator and Joint Bookrunner - Jefferies: +44 (0) 207 029 8000

Paul Nicholls, Lee Morton, Max Jones

About Zoopla Property Group (www.zpg.co.uk)

Zoopla Property Group Plc (LSE:ZPLA) ("ZPG") owns and operates some of the UK's most trusted home-related digital platforms including Zoopla, uSwitch, PrimeLocation and Property Software Group. Our mission is to provide the most useful resources for consumers when finding, moving or managing their home and be the most effective partner for related businesses.

We help consumers to understand the property and home services comparison markets and make smarter decisions, whilst helping professionals to win more business and operate more effectively. Our multi-brand, multi-channel approach creates a unique and unrivalled proposition with our websites and mobile apps attracting over 50 million visits per month and over 23,000 businesses using our services.

Zoopla is the UK's most comprehensive property website, helping consumers to research the market and find their next home by combining hundreds of thousands of property listings with market data and local information.

uSwitch is the UK's leading comparison website for home services switching, helping consumers to find the best deal and save money on their gas, electricity, broadband, TV, phone and personal finance products.

PrimeLocation is one of the UK's leading property websites, helping house-hunters in the middle and upper tiers of the market explore and find their dream home from the top estate and letting agents.

Property Software Group is the UK's largest supplier of software and workflow solutions to the property industry with a portfolio of brands including Alto, Jupix, CFP, Vebra, Core, Encore, MyPropertyFile and MoveIT.

ZPG was founded in 2007 and has a highly experienced management team, led by Founder & CEO, Alex Chesterman OBE.

IMPORTANT NOTICE

This Announcement is issued by and is the sole responsibility of the Company.

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the " Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offer of securities in the United States.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or South Africa or elsewhere.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

Each of Credit Suisse and Jefferies is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company in connection with the Placing and no one else and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse and Jefferies by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, none of Credit Suisse, Jefferies or any of their respective affiliates, agents, directors, officers, employees, advisers, representatives or shareholders accepts any responsibility whatsoever, or makes any representation or warranty, express or implied, as to or in relation to the contents of this Announcement, including its accuracy, fairness, verification, completeness or sufficiency or for any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by it or on behalf of it, its affiliates, agents, directors, officers, employees, advisers, representatives or shareholders, the Company, its directors or any other person, in connection with the Company, the Placing or the Placing Shares, and nothing in this Announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Credit Suisse and Jefferies accordingly disclaims all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement or other information.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the ordinary shares in the Company have been subscribed for, or bought or sold, in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being 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 Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners 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.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLIFIDFLILIID

(END) Dow Jones Newswires

February 01, 2017 02:02 ET (07:02 GMT)

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