ZOOPLA PROPERTY GROUP (LON:ZPLA) Recommended cash acquisition of ZPG Plc

Transparency directive : regulatory news

11/05/2018 07:00
Silver Lake Management Co V, LLC  -     

Recommended cash acquisition of ZPG Plc


Released 07:00 11-May-2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION


11 May 2018


RECOMMENDED CASH ACQUISITION


of


ZPG Plc ("ZPG")


by


Zephyr Bidco Limited ("Bidco")

a wholly-owned indirect subsidiary of funds managed by

Silver Lake Management Company V, LLC ("Silver Lake")


Summary


·            The boards of Bidco and ZPG are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of ZPG by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.


·            Under the terms of the Acquisition, Scheme Shareholders shall be entitled to receive:


for each Scheme Share:                 490 pence in cash


·            The Acquisition represents an attractive premium of approximately:


43 per cent. to the volume weighted average price per ZPG Share of 343.0 pence for the three month period ended 10 May 2018 (being the latest practicable date prior to publication of this Announcement);


 


38 per cent. to the volume weighted average price per ZPG Share of 354.7 pence for the one month period ended 10 May 2018 (being the latest practicable date prior to publication of this Announcement);


 


31 per cent. to the closing price per ZPG Share of 375.2 pence on 10 May 2018 (being the latest practicable date prior to publication of this Announcement); and


 


24 per cent. to the all-time high closing price per ZPG Share of 394.0 pence on 7 March 2017.


·            The Acquisition values the entire issued ordinary share capital of ZPG at approximately £2.2 billion on a fully diluted basis.


·            Bidco has received an irrevocable undertaking from DMGZ (being a group company of Daily Mail and General Trust plc and ZPG's largest shareholder) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of its entire beneficial holding of ZPG Shares.


·            If any dividend or other distribution is authorised, declared, made or paid in respect of ZPG Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend or other distribution.


Information on ZPG


·            ZPG owns and operates some of the UK's most trusted digital brands that help empower smarter property and household decisions, including Zoopla, uSwitch, Money, PrimeLocation and SmartNewHomes. ZPG is also one of the leading residential property data and software providers with a range of products including Hometrack, Calcasa, TechnicWeb, Ravensworth, Alto, Jupix, ExpertAgent, PropertyFile and MoveIT. ZPG's websites and apps attract over 50 million visits per month and over 25,000 business partners use our services. ZPG was founded in 2007 and has a highly experienced management team, led by Founder & CEO, Alex Chesterman OBE.


·            Over the latest financial year, ZPG reported that it has made significant progress towards its mission of being the platform of choice for consumers and partners engaged in property and household decisions. Its audience continued to grow and remains highly engaged with a record 648 million visits to its websites, of which 72% were via mobile devices. ZPG continued to attract a focused, transaction-ready audience to the uSwitch website with account sign-ups increasing by 60% to 1.9 million at the end of the last financial year. In addition, uSwitch's mobile app won numerous awards during the period including 'Most innovative use of mobile' and 'Best app' at the MOMA Awards and 'Best use of mobile' at the DADI Awards. The cross-sell opportunity to ZPG's property partners has also been significantly enhanced through the acquisitions of TechnicWeb, Hometrack, ExpertAgent, Ravensworth and PSG. ZPG now offers best-in-class marketing, software and data services to its partners.


ZPG recommendation


·            The ZPG Directors, who have been so advised by Credit Suisse and Goldman Sachs as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the ZPG Directors, Credit Suisse and Goldman Sachs have taken into account the commercial assessments of the ZPG Directors.


·            Accordingly, the ZPG Directors intend to recommend unanimously that ZPG Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the ZPG Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 5,097,583 ZPG Shares representing, in aggregate, approximately 1.16 per cent. of the ordinary share capital of ZPG in issue on 10 May 2018 (being the latest practicable date prior to this Announcement).


Irrevocable undertakings


·            Bidco has received an irrevocable undertaking from DMGZ (being a group company of Daily Mail and General Trust plc and ZPG's largest shareholder) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of its entire beneficial holding of 130,953,293 ZPG Shares, representing approximately 29.87 per cent. of ZPG's issued ordinary share capital at close of business on 10 May 2018 (being the latest practicable date prior to publication of this Announcement).


·            Bidco has also received irrevocable undertakings from each of the ZPG Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their aggregate holding of 5,097,583 ZPG Shares, representing approximately 1.16 per cent. of ZPG's issued ordinary share capital at close of business on 10 May 2018 (being the latest practicable date prior to publication of this Announcement).


·            Bidco has therefore received irrevocable undertakings in respect of a total of 136,050,876 ZPG Shares representing, in aggregate, approximately 31.03 per cent. of ZPG's ordinary share capital in issue on 10 May 2018 (being the latest practicable date prior to this Announcement).


Information on Bidco


·            Bidco is a wholly-owned indirect subsidiary of funds managed by Silver Lake. Silver Lake is the world's leading investment firm focused on technology and technology-enabled businesses, with around $39 billion in assets under management.  Silver Lake acts as a strategic participant in the technology industry, with an unparalleled network of relationships built over nearly two decades and a portfolio of market-leading technology companies that, in aggregate, generate over $170 billion of annual revenue and employ over 340,000 people.


·            Each of Westhorpe and PSP will subscribe for a minority indirect interest in Bidco. Other potential investors may take indirect minority interests in Bidco during the offer period.


Timetable and Conditions


·            The Acquisition shall be put to ZPG Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by ZPG Shareholders representing at least 75 per cent. of votes cast at the General Meeting.


·            The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement, including the receipt of merger control approval from the European Commission and the FCA having approved (or being treated as having approved) the acquisition of the control of ZPG. It is expected that the Scheme will become effective as soon as practicable, anticipated to be during the third quarter of 2018.


·            The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published as soon as practicable. The Court Meeting and the General Meeting are expected to be held on or around 18 June 2018.


·            ZPG expects to publish its results for the half year ended 31 March 2018 at 7.00 a.m. on 23 May 2018.


Commenting on the Acquisition, Alex Chesterman, Founder & CEO of ZPG, said:


"Silver Lake is the global leader in technology investing and I am firmly of the belief that ZPG will benefit from their technology expertise and global network which will help accelerate our growth. In 2008, we transformed the property portal landscape with the introduction of a highly differentiated proposition providing data and delivering transparency to empower consumers to make smarter property decisions. Since its IPO in 2014, ZPG has evolved and diversified as we have made significant progress in becoming the platform of choice for consumers and partners engaged in property and household decisions. The terms of the Acquisition represent an attractive premium that recognises the quality of ZPG's businesses and the strength of its future prospects and allows shareholders to realise today in cash the potential future value of their holdings. I am very excited about the opportunity this offers to our employees, customers and partners as we move to the next stage of ZPG's development and growth."


Commenting on the Acquisition, Simon Patterson, Managing Director, Silver Lake, said:


"ZPG is a great growth technology company. It has established strong positions in property classifieds, home and financial services markets by innovating in product and marketing. We are delighted to partner with Alex Chesterman, one of Europe's leading and most accomplished technology entrepreneurs, to invest in ZPG's continued growth."


This summary should be read in conjunction with the full text of this Announcement. The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.


Enquiries:
























































ZPG






Ned Staple, General Counsel and Company Secretary


Lawrence Hall, Director of Communications


Rachael Malcolm, Head of Investor Relations



+44(0) 203 8725 658


+44(0) 203 8725 653


+44(0) 203 8725 648



Credit Suisse (Lead Financial Adviser and Corporate Broker to ZPG)






Gillian Sheldon


Joe Hannon


Lewis Burnett


Chris Cottrell



+44(0) 20 7888 8888



Goldman Sachs (Lead Financial Adviser to ZPG)






Anthony Gutman


Chris Emmerson


Alex Garner


Jamie Hay



+44(0) 20 7774 1000



Maitland (PR Adviser to ZPG)






James Isola


Joanna Davidson



+44(0) 20 7379 5151



Robey Warshaw (Financial Adviser to Silver Lake and Bidco)






Simon Robey


Philip Apostolides



+44(0) 20 7317 3900



Connaught (Financial Adviser to Silver Lake and Bidco)






Ian Osborne


Alex Usher-Smith


 


Brunswick Group (PR Adviser to Silver Lake and Bidco)



+44 (0) 20 7042 8097


 



Chris Blundell


Nina Coad



+44(0) 20 7404 5959



 


Freshfields Bruckhaus Deringer LLP are retained as legal adviser to ZPG. Simpson Thacher & Bartlett LLP are retained as legal adviser to Silver Lake and Bidco.  Proskauer Rose (UK) LLP are retained as legal adviser to Westhorpe.  Linklaters LLP are retained as legal adviser to PSP


Jefferies is also acting as financial adviser and corporate broker to ZPG in relation to the Acquisition.


Lazard & Co., Limited is acting as financial adviser to DMGZ in relation to the Acquisition.


Important Notice


Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and Silver Lake and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Silver Lake for providing the protections afforded to clients of Robey Warshaw nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.


Connaught (UK) Limited ("Connaught"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and Silver Lake and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Silver Lake for providing the protections afforded to clients of Connaught nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.


Credit Suisse International ("Credit Suisse"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for ZPG and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than ZPG for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.


Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for ZPG and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than ZPG for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the possible offer or any other matters referred to in this Announcement.


Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ZPG and no one else in connection with the Acquisition and will not be responsible to anyone other than ZPG for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.


Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the  UK, is acting exclusively for DMGZ and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than DMGZ for providing the protections afforded to clients of Lazard & Co., Limited, or for providing advice in  relation to the Acquisition or any other matters referred to in this Announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.


This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.


This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.


ZPG shall prepare the Scheme Document to be distributed to ZPG Shareholders. ZPG and Bidco urge ZPG Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.


Overseas Shareholders


The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.


Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.


The availability of the Acquisition to ZPG Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.


The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.


This Announcement does not constitute a prospectus or prospectus equivalent document.


Additional Information for US Investors


The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.


If Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder and otherwise in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.


The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each ZPG Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.


It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and ZPG are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.


In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in ZPG outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.


Forward Looking Statements


This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Silver Lake, Bidco or ZPG contain statements about Bidco and ZPG that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "believes", "expects", "intends", "will", "would", "may", "anticipates", "projects" and "envisages" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or ZPG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or ZPG's business.


Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.


No Profit Forecasts or Estimates


No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for ZPG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for ZPG.


Disclosure Requirements of the Takeover Code


Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.


Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.


If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.


Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).


Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.


Electronic Communications


Please be aware that addresses, electronic addresses and certain information provided by ZPG Shareholders, persons with information rights and other relevant persons for the receipt of communications from ZPG may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.


Publication on Website and Availability of Hard Copies


A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ZPG's website at www.zpg.co.uk by no later than 12 noon (London time) on 14 May 2018. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.


You may request a hard copy of this Announcement by contacting the Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m. (UK time) Monday to Friday (public holidays excepted) on +44 (0) 371 384 2030 (calls to this number are charged at national rates, calls from a mobile device may incur network extras) or on +44 (0)121 415 7047 from outside the UK. Calls outside the United Kingdom will be charged at the applicable international rate. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.


Rounding


Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.


Rule 2.9 Disclosure


In accordance with Rule 2.9 of the Takeover Code, ZPG confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 438,426,778 ordinary shares of £0.001 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BMHTHT14.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION


11 May 2018


RECOMMENDED CASH ACQUISITION


of


ZPG Plc ("ZPG")


by


Zephyr Bidco Limited ("Bidco")

a wholly-owned indirect subsidiary of funds managed by

Silver Lake Management Company V, LLC ("Silver Lake")


1.         Introduction


The boards of Bidco and ZPG are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of ZPG by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.


2.         The Acquisition


Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders who are on the register of members of ZPG at the Scheme Record Time shall be entitled to receive:


for each Scheme Share:                      490 pence in cash


The Acquisition represents an attractive premium of approximately:


·            43 per cent. to the volume weighted average price per ZPG Share of 343.0 pence for the three month period ended 10 May 2018 (being the latest practicable date prior to publication of this Announcement);


·            38 per cent. to the volume weighted average price per ZPG Share of 354.7 pence for the one month period ended 10 May 2018 (being the latest practicable date prior to publication of this Announcement);


·            31 per cent. to the closing price per ZPG Share of 375.2 pence on 10 May 2018 (being the latest practicable date prior to publication of this Announcement); and


·            24 per cent. to the all-time high closing price per ZPG Share of 394.0 pence on 7 March 2017.


The Acquisition values the entire issued ordinary share capital of ZPG at approximately £2.2 billion on a fully diluted basis.


 


If any dividend or other distribution is authorised, declared, made or paid in respect of ZPG Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of any such dividend or other distribution.


It is expected that the Scheme Document shall be published as soon as reasonably practicable, that the Court Meeting and the General Meeting will be held on or around 18 June 2018 and that the Scheme shall become effective as soon as practicable, anticipated to be during the third quarter of 2018.


3.         Background to and reasons for the Acquisition


Silver Lake believes that ZPG has significant opportunities to increase investment in product and technology, and make further acquisitions in the UK and other countries, in ways that would likely be difficult to implement in the context of delivering consistent financial results to the public markets as a listed company.  In addition, Silver Lake's capabilities and network in technology position it well to support ZPG in the next phase of its development, and enable it to better serve consumers and partners.


ZPG is a market leader in product innovation and has attained a strong market position.  However, to maintain its position in the highly competitive markets in which it operates and to realise further potential, Silver Lake believes that ZPG will need to make significant investments over the medium- to long-term in its products, technology and services to support sales growth in increasingly competitive and price-sensitive markets and to continue providing innovative products and services to its partners and consumers.


ZPG has a strong track record in acquiring businesses that help it to meet its strategic objectives. There are further potential targets and partners in the UK and other countries which Silver Lake believes would be beneficial to ZPG. These opportunities would enable ZPG to continue innovating the consumer experience and empowering consumers to make smarter property and household decisions, as well as helping its corporate partners to manage their businesses and maximise their revenue opportunities.


As a private company, and supported by Silver Lake's industry experience and access to capital, ZPG will be able to pursue the necessary investments and acquisitions to deliver on its potential.


4.         Recommendation


The ZPG Directors, who have been so advised by Credit Suisse and Goldman Sachs as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the ZPG Directors, Credit Suisse and Goldman Sachs have taken into account the commercial assessments of the ZPG Directors.


Accordingly, the ZPG Directors intend to recommend unanimously that ZPG Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the ZPG Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 5,097,583 ZPG Shares representing, in aggregate, approximately 1.16 per cent. of the ordinary share capital of ZPG in issue on 10 May 2018 (being the latest practicable date prior to this Announcement).


5.         Background to and reasons for the recommendation


Since its IPO in 2014 and excluding the offer from Silver Lake, ZPG has generated a total shareholder return of 78%, including over £65 million in dividends. ZPG has created this value by developing a set of market-leading platforms and products that empower consumers to make smarter property and household-related decisions and that allow its partners to operate more effectively. Through consistent innovation and a deliberate strategy of diversification, ZPG has made significant progress in becoming the platform of choice for both consumers and home-related professionals.


Over the last four years ZPG has undergone a period of significant transformation and rapid growth. Since 2014, ZPG's reported revenues have grown from £80 million to over £280 million on a pro-forma basis as at the end of September 2017, and Adjusted EBITDA increased from £40 million to £109 million on a pro-forma basis over the same period. This was driven by strong organic growth, supported by a number of transformative and value-enhancing acquisitions that have diversified the business away from its initial focus on property classifieds, including the £160 million acquisition of uSwitch in 2015, the £75 million acquisition of PSG in 2016 and the £120 million acquisition of Hometrack in 2017. ZPG now provides industry-leading technology and capabilities across a wide range of property services, property data and price comparison.


The ZPG Directors remain confident that ZPG's existing strategy would deliver significant value for ZPG Shareholders as an independent company as it continues to successfully execute its strategy, through continued value-accretive M&A together with organic growth through the integration of existing businesses under ZPG's ownership. The ZPG Directors also remain confident that ZPG's existing strategy would continue to benefit its consumers and partners. However, they also believe that the terms of the Acquisition acknowledge the quality of ZPG's businesses and the strength of its future prospects, and as such they intend unanimously to recommend the Acquisition to ZPG Shareholders.


The Directors note that:


·            the Acquisition provides an opportunity for shareholders to crystallise, in cash, the value of their holdings;


·            the Acquisition is priced at an attractive premium of 43 per cent. to the volume weighted average price of 343.0 pence for ZPG Shares during the 3 month period ended 10 May 2018, and a premium of 24 per cent. to the all-time high closing price of 394.0 pence per ZPG Share on 7 March 2017;


·            the Acquisition reflects the value created by ZPG's strategy to date and the future value that the strategy is expected to create; and


·            the Acquisition will deliver a number of strategic benefits to ZPG's business, including the opportunity to benefit from Silver Lake's significant technology expertise and global network.


In considering the recommendation of the Acquisition to ZPG Shareholders, the ZPG Directors have given due consideration to Silver Lake's intentions for the business, management, employees and locations of business of ZPG.


Furthermore, the ZPG Directors welcome Silver Lake's intention that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all ZPG management and employees will be fully safeguarded in accordance with applicable law.


6.         Irrevocable undertakings


Bidco has received an irrevocable undertaking from DMGZ (being a group company of Daily Mail and General Trust plc and ZPG's largest shareholder) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of its entire beneficial holding of 130,953,293 ZPG Shares, representing approximately 29.87 per cent. of ZPG's issued ordinary share capital at close of business on 10 May 2018 (being the latest practicable date prior to publication of this Announcement).


Bidco has also received irrevocable undertakings from each of the ZPG Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their aggregate holding of 5,097,583 ZPG Shares, representing approximately 1.16 per cent. of ZPG's issued ordinary share capital at close of business on 10 May 2018 (being the latest practicable date prior to publication of this Announcement).


Bidco has therefore received irrevocable undertakings in respect of a total of 136,050,876 ZPG Shares representing, in aggregate, approximately 31.03 per cent. of ZPG's ordinary share capital in issue on 10 May 2018 (being the latest practicable date prior to this Announcement).


7.         Information on Silver Lake and Bidco


Silver Lake is the world's leading investment firm focused on technology and technology-enabled businesses, with around $39 billion in assets under management.  Silver Lake acts as a strategic participant in the technology industry, with an unparalleled network of relationships built over nearly two decades and a portfolio of market-leading technology companies that, in aggregate, generate over $170 billion of annual revenue and employ over 340,000 people.


Silver Lake has a strong track record of, and extensive relevant experience from, current and prior investments across consumer internet, software, as well as analytics and data.  Its extensive global footprint and operational improvements experience make it a strong owner with the capability to drive continued improvement and growth of the businesses in which it invests. The Silver Lake Fund has committed capital of approximately $15 billion, enabling it to pursue large-scale investment opportunities in technology and technology-enabled industries in geographies around the world.


Bidco is a wholly-owned indirect subsidiary of funds managed by Silver Lake. Each of Westhorpe and PSP will subscribe for a minority indirect interest in Bidco. Other potential investors may take indirect minority interests in Bidco during the offer period.


8.         Information on Westhorpe and PSP


Westhorpe


Westhorpe Investment Pte Ltd ("Westhorpe") is a nominated investment vehicle of GIC Special Investments Pte Ltd, a direct subsidiary of GIC Pte Ltd ("GIC"). GIC is a leading global investment firm established in 1981 to manage Singapore's foreign reserves. It has investments in over 40 countries. As a disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including equities, fixed income, private equity, real estate, and infrastructure. In private equity, GIC invests through funds as well as directly in companies, partnering with its fund managers and management teams to help world class businesses achieve their objectives. GIC adds value to boards and management of investee companies by providing advice and access to its global network. Headquartered in Singapore, GIC employs over 1,400 people across 10 offices in key financial cities worldwide. For more information about GIC, please visit www.gic.com.sg.


PSP


PSP is one of Canada's largest pension investment managers, with $139.2 billion of net assets under management as at September 30, 2017. PSP invests funds for the pension plans of the Public Service of Canada, the Canadian Armed Forces, the Royal Canadian Mounted Police and the Reserve Force. Its skilled and dedicated team of more than 700 professionals manages a diversified global portfolio composed of investments in public financial markets, private equity, real estate, infrastructure, natural resources and private debt.


Other potential investors may take indirect minority interests in Bidco during the offer period.


9.         Information on ZPG


ZPG owns and operates some of the UK's most trusted digital brands that help empower smarter property and household decisions including Zoopla, uSwitch, Money, PrimeLocation and SmartNewHomes. ZPG is also one of the leading residential property data and software providers with a range of products including Hometrack, Calcasa, TechnicWeb, Ravensworth, Alto, Jupix, ExpertAgent, PropertyFile and MoveIT. ZPG's websites and apps attract over 50 million visits per month and over 25,000 business partners use our services. ZPG was founded in 2007 and has a highly experienced management team, led by Founder & CEO, Alex Chesterman OBE.


Over the latest financial year, ZPG reported that it has made significant progress towards its mission of being the platform of choice for consumers and partners engaged in property and household decisions. Its audience continued to grow and remains highly engaged with a record 648 million visits to its websites, of which 72% were via mobile devices. ZPG continued to attract a focused, transaction-ready audience to the uSwitch website with account sign-ups increasing by 60% to 1.9 million at the end of the last financial year. In addition, uSwitch's mobile app won numerous awards during the period including 'Most innovative use of mobile' and 'Best app' at the MOMA Awards and 'Best use of mobile' at the DADI Awards. The cross-sell opportunity to ZPG's Property partners has also been significantly enhanced through the acquisitions of TechnicWeb, Hometrack, ExpertAgent, Ravensworth and PSG. ZPG now offers best-in-class marketing, software and data services to its partners.


10.       Directors, management, employees, research and development and locations


ZPG has a strong track record in acquiring businesses that help it to meet its strategic objectives. Bidco believes that there are further potential targets and partners in the UK and other countries which would be beneficial to ZPG and its customers. These opportunities would enable ZPG to continue to innovate and enrich the consumer experience and empower consumers to make smarter property and household decisions, as well as help its corporate partners to manage their businesses and maximise their revenue opportunities. Bidco will actively monitor these opportunities and pursue them where appropriate.


In addition to its in-house value creation team, Silver Lake has a strong network of portfolio companies and contacts in the sector which can bring value to ZPG's operations through operational improvements.  For example, Silver Lake will engage one of its portfolio companies, Red Ventures, to provide  commercial services to the ZPG Group, including through active guidance of certain parts of its business.  Further, following the Effective Date, Red Ventures may invest indirectly in Bidco or directly into specific parts of ZPG Group, in order to help optimise the strategy of ZPG.


Employees and management  


Bidco greatly values the skills, knowledge and expertise of ZPG's existing management and employees and therefore intends to preserve the current ZPG organisation, including ZPG's existing management team, brand and culture, to ensure continuity of a strong track record.  Bidco expects the existing personnel of ZPG to continue to contribute to the success of ZPG following completion of the Acquisition, and does not intend to initiate any material headcount reductions within the current ZPG organisation as a result of the Acquisition.


In addition, the non-executive directors of ZPG intend to resign as directors of ZPG with effect from completion of the Acquisition.


Existing rights and pensions


Bidco confirms that, following the Scheme becoming effective, the existing contractual and statutory employment rights, including in relation to pensions, of all ZPG management and employees will be fully safeguarded in accordance with applicable law.  Bidco does not intend to make any material change to the conditions of employment of the employees of ZPG.


Incentivisation arrangements


Bidco has not entered into, and has not had discussion on proposals to enter into, any form of incentivisation arrangements with members of ZPG's management.  It is the intention to put in place appropriate arrangements for management of ZPG following completion of the Acquisition.


Locations, headquarters and research and development


Following the Acquisition, Bidco intends that ZPG will continue to operate as a standalone business group.  Bidco does not intend to make any material restructurings or changes in location of ZPG's headquarters, operations and places of business.


No changes are envisaged by Bidco with respect to the redeployment of ZPG's fixed asset base, or the research and development functions of ZPG.


Trading facilities


ZPG Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 15, applications will be made for the cancellation of the listing of ZPG Shares on the Official List and the cancellation of trading of the ZPG Shares on the London Stock Exchange.


No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.


Views of ZPG's board


In considering the recommendation of the Acquisition to ZPG Shareholders, the ZPG Directors have given due consideration to Bidco's intentions for the business, management, employees and locations of business of ZPG.


The ZPG Directors welcome Bidco's intention that, following completion of the Acquisition, the  existing contractual and statutory employment rights, including in relation to pensions, of all ZPG management and employees will be fully safeguarded in accordance with applicable law, and that Bidco does not intend to initiate any material headcount reductions within the current ZPG organisation as a result of the Acquisition.


11.       ZPG's Share Plans


Following publication of the Scheme Document, participants in ZPG's Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under ZPG's Share Plans.  In accordance with Rule 15 of the Takeover Code, Bidco will make appropriate proposals to plan participants in due course and details of these proposals will be set out in the Scheme Document.


12.       Financing


Bidco is providing the cash consideration payable under the Acquisition through a combination of equity financing drawn from funds managed by Silver Lake as well as minority equity invested from each of Westhorpe and PSP. In addition, debt will be provided under (i) a Senior Facilities Agreement provided by Royal Bank of Canada (the "Lender") and (ii) a Second Lien Facility Agreement provided by Royal Bank of Canada (the "Second Lien Lender").


After the Effective Date, Bidco intends to procure that ZPG redeems its existing 3.750% Senior Notes due 2023.


Bidco, Holdco, the Silver Lake Fund, Silver Lake Co-Invest, Westhorpe and PSP entered into an Equity Subscription Agreement on 11 May 2018, pursuant to which, among other things, they have agreed to provide equity financing to Holdco, which will in turn be paid to Bidco, in order that Bidco can use the funds to finance part of the cash consideration payable under the Acquisition (with the remainder to be provided by the debt financing). The Silver Lake Fund may syndicate part of its funding commitment, subject to certain conditions set out in the agreement.


Under the Equity Subscription Agreement, Westhorpe and PSP have also agreed to co-operate with Bidco regarding the conduct of the Acquisition and not to acquire ZPG Shares or engage in or assist with a competing offer without the Silver Lake Fund's consent.


Robey Warshaw, one of Bidco's Financial Advisers, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to ZPG Shareholders under the terms of the Acquisition.


13.       Offer-related Arrangements



Confidentiality Agreement


Silver Lake Europe LLP and ZPG entered into a confidentiality agreement on 16 April 2018 (the "Confidentiality Agreement") pursuant to which Silver Lake has undertaken to keep confidential information relating to ZPG or any of its connected persons and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation. These confidentiality obligations shall remain in force for two years from the date of the Confidentiality Agreement.


The Confidentiality Agreement also contains undertakings from Silver Lake that, for a period of 12 months from the date of the Confidentiality Agreement, Silver Lake shall not approach certain of ZPG's employees or officers without the prior written consent of ZPG nor employ or otherwise engage certain of ZPG's employees.


Silver Lake has also agreed to customary standstill arrangements pursuant to which Silver Lake has agreed that, without the prior written consent of ZPG, Silver Lake International will not acquire ZPG Shares or any interest in any ZPG Shares. These restrictions fall away immediately following the making of this Announcement.


Cooperation Agreement


Pursuant to a co-operation agreement dated 11 May 2018 (the "Cooperation Agreement"): (i) ZPG has agreed to co-operate with Bidco to ensure the satisfaction of certain regulatory conditions, and Bidco has entered into commitments in relation to obtaining regulatory clearances; (ii) Bidco has agreed to provide ZPG with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (iv) each of ZPG and Bidco has agreed to take any action necessary to implement certain proposals in relation to the ZPG Share Plans.


The Cooperation Agreement will terminate if the Acquisition is withdrawn or lapses, if prior to the Long Stop Date any Condition becomes incapable of satisfaction, at Bidco's election if the ZPG Directors withdraw their recommendation of the Acquisition, at either party's election if the ZPG Directors recommend a competing proposal or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and ZPG.


14.       Structure of and Conditions to the Acquisition


It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between ZPG and the Scheme Shareholders under Part 26 of the Companies Act.


The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of ZPG. This is to be achieved by the transfer of the Scheme Shares to Bidco, in consideration for which the Scheme Shareholders who are on the register of members of ZPG at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.


The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and ZPG (with the Panel's consent and as the Court may approve (if such approval(s) are required)):


(i)         the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders;


(ii)        the resolutions required to implement the Scheme being duly passed by ZPG Shareholders representing 75 per cent. or more of votes cast at the General Meeting;


(iii)        the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to ZPG and Bidco);


(iv)        the delivery of a copy of the Court Order to the Registrar of Companies;


(v)         merger control approval from the European Commission being obtained; and


(vi)       the FCA having approved (or being treated as having approved) the acquisition of control of ZPG.


The Acquisition shall lapse if:


·            the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings as set out in the Scheme Document (or such later date as may be agreed between Bidco and ZPG);


·            the Court hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed between Bidco and ZPG); or


·            the Scheme does not become effective by the Long Stop Date,


provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Bidco, and the deadline for the Scheme to become effective may be extended by agreement between ZPG and Bidco. Any such extension would not be feasible unless the Lender and the Second Lien Lender agreed to extend the availability periods under the Facilities Agreements.


Upon the Scheme becoming effective, it shall be binding on all ZPG Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.


Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and that the Court Meeting and the General Meeting will be held on or around 18 June 2018. The Scheme Document and Forms of Proxy will be made available to all ZPG Shareholders at no charge to them.


Under the terms of the Equity Subscription Agreement, Bidco may not waive the Conditions set out in paragraphs 2(a), (b), (c) or (d) of Appendix I to this Announcement (relating to EU Merger Regulation approval and FCA approval) without the prior written consent of Westhorpe and PSP.


Under the terms of the Senior Facilities Agreement, Midco 2 has agreed that it will not amend or waive any Condition without the consent of the Lender where to do so would be materially prejudicial to the interests of the Lender under the Senior Facilities Agreement, save as required by the Panel, the Takeover Code, the Court or any other relevant regulatory body or applicable law or regulation (as reasonably determined by Midco 2, acting on the advice of its legal advisors).


Under the terms of the Second Lien Facility Agreement, Midco 2 has agreed that it will not amend or waive any Condition without the consent of the Second Lien Lender where to do so would be materially prejudicial to the interests of the Second Lien Lender under the Second Lien Facility Agreement, save as required by the Panel, the Takeover Code, the Court or any other relevant regulatory body or applicable law or regulation (as reasonably determined by Midco 2, acting on the advice of its legal advisors).


15.       De-listing and re-registration


Prior to the Scheme becoming effective, ZPG shall make an application for the cancellation of the listing of ZPG Shares on the Official List and for the cancellation of trading of the ZPG Shares on the London Stock Exchange's market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in ZPG Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.


On the Effective Date, share certificates in respect of ZPG Shares shall cease to be valid and entitlements to ZPG Shares held within the CREST system shall be cancelled.


It is also proposed that, following the Effective Date and after its shares are delisted, ZPG shall be re-registered as a private limited company. It is proposed, as part of the application to the Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register ZPG as a private limited company.


16.       Dividends


If any dividend or other distribution is authorised, declared, made or paid in respect of ZPG Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend or distribution, in which case the relevant eligible ZPG Shareholders will be entitled to receive and retain such dividend and/or distribution.


17.       Disclosure of interests in ZPG


Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 10 May 2018 (being the last practicable date prior to the date of this Announcement), neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of ZPG; (ii) any short positions in respect of relevant ZPG Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to ZPG Shares or in relation to any securities convertible or exchangeable into ZPG Shares; nor (iv) borrowed or lent any relevant ZPG Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.


'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having 'an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.


It has not been possible for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of ZPG, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.


18.    General


Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Cooperation Agreement, the consent of ZPG) to implement the Acquisition of the ZPG Shares by way of a takeover offer as an alternative to the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation) an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel).


The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.


Robey Warshaw, Connaught, Credit Suisse, Goldman Sachs, Jefferies and Lazard & Co., Limited have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.


19.       Documents available on website


Copies of the following documents shall be made available on ZPG's website at www.zpg.co.uk until the end of the Acquisition:


·            the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement;


·            the Confidentiality Agreement;


·            the Cooperation Agreement; and


·            documents relating to the financing of the Acquisition referred to in paragraph 12 above.


Enquiries:
























































ZPG






Ned Staple, General Counsel and Company Secretary


Lawrence Hall, Director of Communications


Rachael Malcolm, Head of Investor Relations



+44(0) 203 8725 658


+44(0) 203 8725 653


+44(0) 203 8725 648



Credit Suisse (Lead Financial Adviser and Corporate Broker to ZPG)






Gillian Sheldon


Joe Hannon


Lewis Burnett


Chris Cottrell



+44(0) 20 7888 8888



Goldman Sachs (Lead Financial Adviser to ZPG)






Anthony Gutman


Chris Emmerson


Alex Garner


Jamie Hay



+44(0) 20 7774 1000



Maitland (PR Adviser to ZPG)


 


James Isola


Joanna Davidson



 


 


+44(0) 20 7379 5151



Robey Warshaw (Financial Adviser to Silver Lake and Bidco)






Simon Robey


Philip Apostolides



+44(0) 20 7317 3900



Connaught (Financial Adviser to Silver Lake and Bidco)






Ian Osborne


Alex Usher-Smith


 



+44 (0) 20 7042 8097


 



Brunswick Group (PR Adviser to Silver Lake and Bidco)






Chris Blundell


Nina Coad



+44(0) 20 7404 5959



 


Freshfields Bruckhaus Deringer LLP are retained as legal adviser to ZPG. Simpson Thacher & Bartlett LLP are retained as legal adviser to Silver Lake and Bidco.  Proskauer Rose (UK) LLP are retained as legal adviser to WesthorpeLinklaters LLP are retained as legal adviser to PSP.


Jefferies is also acting as financial adviser and corporate broker to ZPG in relation to the Acquisition.


Lazard & Co., Limited is acting as financial adviser to DMGZ in relation to the Acquisition.


Important Notice


Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and Silver Lake and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Silver Lake for providing the protections afforded to clients of Robey Warshaw nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.


Connaught (UK) Limited ("Connaught"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and Silver Lake and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Silver Lake for providing the protections afforded to clients of Connaught nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.


Credit Suisse International ("Credit Suisse"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for ZPG and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than ZPG for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.


Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for ZPG and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than ZPG for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the possible offer or any other matters referred to in this Announcement.


Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ZPG and no one else in connection with the Acquisition and will not be responsible to anyone other than ZPG for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.


Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the  UK, is acting exclusively for DMGZ and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than DMGZ for providing the protections afforded to clients of Lazard & Co., Limited, or for providing advice in  relation to the Acquisition or any other matters referred to in this Announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.


This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.


This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.


ZPG shall prepare the Scheme Document to be distributed to ZPG Shareholders. ZPG and Bidco urge ZPG Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.


Overseas Shareholders


The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.


Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.


The availability of the Acquisition to ZPG Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.


The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.


This Announcement does not constitute a prospectus or prospectus equivalent document.


Additional Information for US Investors


The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.


If Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder and otherwise in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.


The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each ZPG Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.


It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and ZPG are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.


In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in ZPG outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.


Forward Looking Statements


This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Silver Lake, Bidco or ZPG contain statements about Bidco and ZPG that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "believes", "expects", "intends", "will", "would", "may", "anticipates", "projects" and "envisages" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or ZPG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or ZPG's business.


Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.


No Profit Forecasts or Estimates


No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for ZPG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for ZPG.


Disclosure Requirements of the Takeover Code


Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.


Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.


If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.


Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).


Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.


Electronic Communications


Please be aware that addresses, electronic addresses and certain information provided by ZPG Shareholders, persons with information rights and other relevant persons for the receipt of communications from ZPG may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.


Publication on Website and Availability of Hard Copies


A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ZPG's website at www.zpg.co.uk by no later than 12 noon (London time) on 14 May 2018. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.


You may request a hard copy of this Announcement by contacting the Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m. (UK time) Monday to Friday (public holidays excepted) on +44 (0) 371 384 2030 (calls to this number are charged at national rates, calls from a mobile device may incur network extras) or on +44 (0)121 415 7047 from outside the UK. Calls outside the United Kingdom will be charged at the applicable international rate. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.


Rounding


Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.


Rule 2.9 Disclosure


In accordance with Rule 2.9 of the Takeover Code, ZPG confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 438,426,778 ordinary shares of £0.001 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BMHTHT14.



APPENDIX I


CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION


Part A: Conditions to the Scheme and the Acquisition


The Acquisition shall be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than the Long Stop Date or such later date (if any) as Bidco and ZPG may agree and as the Panel and (if required) the Court may allow.


1.         The Scheme shall be subject to the following conditions:


 


1.1. 


(i)         its approval by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; and


(ii)         such Court Meeting being held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed by Bidco and ZPG and the Court may allow); and


1.2. 


(i)         the resolutions required to implement the Scheme being duly passed by ZPG Shareholders representing 75 per cent. or more of votes cast at the General Meeting; and


(ii)         such General Meeting being held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed by Bidco and ZPG and the Court may allow); and


1.3. 


(i)         the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to ZPG and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and


(ii)         the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document (or such later date as may be agreed by Bidco and ZPG and the Court may allow).


 


2.         In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:


European Commission


(a)        the European Commission taking a decision (or being deemed to have taken a decision) under Article 6(1)(b) (on its own or in conjunction with Article 6(2)) of Council Regulation (EC) 139/2004 (as amended) (the "Regulation") declaring the Acquisition compatible with the common market;


(b)        if any aspect of the Acquisition is referred to one or more competent authorities of a European Union or EFTA state under Article 9 of the Regulation, clearance or confirmation that the Acquisition may proceed having been received from each such competition authority;


FCA Approval


(c)        the FCA having given, and not withdrawn, written notice of any required approval in accordance with Part XII of FSMA to the acquisition of the control of ZPG by Bidco and any other relevant person acquiring control (each, a "Purchaser Group Controller") of ZPG pursuant to the Acquisition; or


(d)        in the absence of such notice, the FCA being treated, under section 189(6) of FSMA, as having approved the acquisition of control of ZPG by the relevant Purchaser Group Controller.


Notifications, waiting periods and Authorisations


(e)        excluding the Conditions set out under 2(a) to (d) (inclusive) above, all material notifications, filings or applications which are necessary or are reasonably considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respect of the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, ZPG or any other member of the Wider ZPG Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider ZPG Group or the Wider Bidco Group has entered into contractual arrangements and, to the extent that the Acquisition or such acquisitions would result in the termination or withdrawal of a material Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider ZPG Group in any jurisdiction which is material in the context of the Wider ZPG Group having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;


General antitrust and regulatory


(f)         excluding the Conditions set out under 2(a) to (d) (inclusive) above and other than in connection with any transaction or potential transaction on the part of any member of the Wider ZPG Group that has been Disclosed, no antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider ZPG Group taken as a whole or in the context of the Acquisition,:


(i)         require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider ZPG Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);


(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider ZPG Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider ZPG Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);


(iii)        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in ZPG or on the ability of any member of the Wider ZPG Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider ZPG Group;


(iv)        otherwise adversely affect any or all of the business, assets or profits of any member of the Wider ZPG Group or any member of the Wider Bidco Group;


(v)         result in any member of the Wider ZPG Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on business;


(vi)        make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, ZPG by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ZPG by any member of the Wider Bidco Group;


(vii)       require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider ZPG Group or any member of the Wider Bidco Group; or


(viii)      impose any material limitation on the ability of any member of the Wider Bidco Group of any member of the Wider ZPG Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider ZPG Group,


and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, or implement any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any ZPG Shares or otherwise intervene having expired, lapsed or been terminated;


Certain matters arising as a result of any arrangement, agreement, etc.


(g)        except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider ZPG Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in ZPG, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider ZPG Group taken as a whole:


(i)         any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider ZPG Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;


(ii)        save in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider ZPG Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;


(iii)        any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider ZPG Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;


(iv)        any liability of any member of the Wider ZPG Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;


(v)         the rights, liabilities, obligations, interests or business of any member of the Wider ZPG Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider ZPG Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;


(vi)        any member of the Wider ZPG Group ceasing to be able to carry on business under any name under which it presently carries on business;


(vii)       the value of, or the financial or trading position of, any member of the Wider ZPG Group being prejudiced or adversely affected; or


(viii)      the creation or acceleration of any liability (actual or contingent) of any member of the Wider ZPG Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,


and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider ZPG Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably result in any of the events or circumstances as are referred to in Conditions (g)(i) to (viii) above, in each case to the extent material in the context of the Wider ZPG Group taken as a whole;


Certain events occurring since 30 September 2017


(h)        except as Disclosed, no member of the Wider ZPG Group having since 30 September 2017:


(i)         issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of ZPG Shares out of treasury (except, where relevant, as between ZPG and wholly owned subsidiaries of ZPG or between the wholly owned subsidiaries of ZPG and except for the issue or transfer out of treasury of ZPG Shares on the exercise of employee share options or vesting of employee share awards or appropriation of ZPG Shares in the ordinary course under the ZPG Share Plans);


(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of ZPG to ZPG or any of its wholly owned subsidiaries;


(iii)        other than pursuant to the Acquisition (and except for transactions between ZPG and its wholly owned subsidiaries or between the wholly owned subsidiaries of ZPG and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider ZPG Group taken as a whole;


(iv)        except for transactions between ZPG and its wholly owned subsidiaries or between the wholly owned subsidiaries of ZPG and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;


(v)         (except for transactions between ZPG and its wholly owned subsidiaries or between the wholly owned subsidiaries of ZPG) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider ZPG Group as a whole;


(vi)        entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider ZPG Group;


(vii)       entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider ZPG Group, except for (in each case) salary increases, bonuses or variations of terms in the ordinary course;


(viii)      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider ZPG Group;


(ix)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;


(x)        except in the ordinary course of business, waived, compromised or settled any claim;


(xi)       except in the ordinary course of business, terminated or varied the terms of any agreement or arrangement between any member of the Wider ZPG Group and any other person;


(xii)       except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:


(a)      the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider ZPG Group for its directors, employees or their dependants;


(b)      the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;


(c)      the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or


(d)      the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;


(xiii)      been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;


(xiv)      (other than in respect of a member of the Wider ZPG Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;


(xv)       (except for transactions between ZPG and its wholly owned subsidiaries or between the wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;


(xvi)      entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider ZPG Group; or


(xvii)     entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (h),


which, in any such case, is material in the context of the Wider ZPG Group taken as a whole;


No adverse change, litigation or similar


(i)         except as Disclosed, since 30 September 2017 there having been:


(i)         no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or operational performance of any member of the Wider ZPG Group which is material in the context of the Wider ZPG Group taken as a whole;


(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider ZPG Group or to which any member of the Wider ZPG Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider ZPG Group, in each case which is or might reasonably be expected to have a material adverse effect on the Wider ZPG Group taken as a whole;


(iii)        no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider ZPG Group to an extent which is or might reasonably be expected to be material in the context of the Wider ZPG Group taken as a whole; and


(iv)        no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider ZPG Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is or might reasonably be expected to have a material adverse effect on the Wider ZPG Group taken as a whole;


No discovery of certain matters regarding information, liabilities and environmental issues


(j)         except as Disclosed, Bidco not having discovered, and, in each case to an extent which is material in the context of the Wider ZPG Group taken as a whole, that:


(i)         any financial, business or other information concerning the Wider ZPG Group publicly announced prior to this date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider ZPG Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;


(ii)        any past or present member of the Wider ZPG Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider ZPG Group, in each case to an extent which is material in the context of the Wider ZPG Group taken as a whole;


(iii)        there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non--compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider ZPG Group;


(iv)        there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider ZPG Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or


(v)         circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider ZPG Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider ZPG Group (or on its behalf) or by any person for which a member of the Wider ZPG Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider ZPG Group taken as a whole;


Anti-corruption


(vi)        any member of the Wider ZPG Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or


(vii)       any member of the Wider ZPG Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); or


(viii)      any past or present member of the Wider ZPG Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or


No criminal property


(ix)       any asset of any member of the Wider ZPG Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).


Part B: Certain further terms of the Acquisition


1.         Subject to the requirements of the Panel, Bidco reserves the right to waive:


(i)         any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting, General Meeting, and the Court hearing to sanction the Scheme and the effectiveness of the Scheme. If any such deadline is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with ZPG to extend the deadline in relation to the relevant Condition; and


(ii)         in whole or in part, all or any of the above Conditions 2(a) to (j) (inclusive).


2.         If Bidco is required by the Panel to make an offer for ZPG Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.


 


3.         The Acquisition shall lapse if: (i) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or (ii) the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a CMA Phase 2 Reference, in each case before the date of the Court Meeting.


 


4.         Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (j) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.


 


5.         The ZPG Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.


 


6.         If, on or after the date of this Announcement, any dividend or other distribution is declared, paid or made or becomes payable by ZPG, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 2(h)(ii) above) to reduce the consideration payable under the Acquisition by the aggregate amount of such dividend or distribution, and accordingly reduce the Acquisition Price, in which case, the relevant eligible ZPG Shareholders will be entitled to receive and retain such dividend and/or distribution.


If any such dividend or distribution and consequent reduction occurs, any reference in this Announcement to the consideration payable or the Acquisition Price shall be deemed to be a reference to the consideration payable or the Acquisition Price as so reduced.


To the extent that such a dividend or distribution has been declared, paid, made or is payable, and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Acquisition Price shall not be subject to change in accordance with this paragraph.


Furthermore, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of a ZPG Share in such circumstances as are, and by such amount as is, permitted by the Panel.


Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.


7.         Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Cooperation Agreement, the consent of ZPG) to implement the Acquisition by way of a takeover offer. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition (subject to the terms of the Cooperation Agreement) at a level permitted by the Panel.


 


8.         The availability of the Acquisition to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.


 


9.         The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.


 


10.        The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.


 


11.        Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.


 






 


APPENDIX II


SOURCES OF INFORMATION AND BASES OF CALCULATION


(i)   The value placed by the Acquisition on the existing issued share capital of ZPG is based on 438,426,778 ZPG Shares in issue on 10 May 2018 (excluding shares held in treasury), being the last dealing day prior to the date of this Announcement.


(ii)   The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted issued share capital of 453,857,043 ZPG Shares, which is calculated by reference to 438,426,778 ZPG Shares in issue on 10 May 2018 (excluding shares held in treasury) and a further 19,716,891 ZPG Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the ZPG Share Plans (taking into account the exercise by ZPG's remuneration committee of applicable discretions), the exercise of any outstanding warrants and the vesting of entitlements under the arrangement known as the uSwitch management performance bonus, less 4,286,626 ZPG Shares held in the ZPG EBT.


(iii)  Unless otherwise stated, all prices and closing prices for ZPG Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.


(iv)  Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.


(v)   Unless otherwise stated, the financial information relating to ZPG is extracted from the audited final results of the ZPG Group for the financial year to 30 September 2017, prepared in accordance with IFRS.


(vi)  Certain figures included in this Announcement have been subject to rounding adjustments.






 


APPENDIX III


IRREVOCABLE UNDERTAKINGS


ZPG Directors' Irrevocable Undertakings


































Name of ZPG Director



Number of ZPG Shares in respect of which undertaking is given



Percentage of ZPG issued share capital in respect of which undertaking is given



Mike Evans



34,494



0.01%



Alex Chesterman



4,264,453



0.97%



Duncan Tatton-Brown



22,727



0.01%



Sherry Coutu



460,040



0.10%



Robin Klein



315,869



0.07%



 


These irrevocable undertakings also extend to any shares acquired by the ZPG Directors as a result of the vesting of awards under the ZPG Share Plans.


These irrevocable undertakings remain binding in the event a higher competing offer is made for ZPG and will only cease to be binding if:


·           Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; or


·           the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where:


·             the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or


·             the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement or a Takeover Offer.






 


DMGZ Irrevocable Undertaking














Name of ZPG Shareholder



Number of ZPG Shares in respect of which undertaking is given



Percentage of ZPG issued share capital in respect of which undertaking is given



DMGZ



130,953,293



29.87



 


This irrevocable undertaking remains binding in the event a higher competing offer is made for ZPG and will only cease to be binding if:


·           the Scheme Document or, if the Acquisition is implemented by way of a Takeover Offer, the offer document (as the case may be) has not been posted within 28 days of the issue of this Announcement (or within such longer period as Bidco, with the consent of the Panel, determines), provided that if the Acquisition was initially being implemented by way of the Scheme, and Bidco elects to exercise its right to implement the Acquisition by way of a Takeover Offer or vice versa, such 28-day time period shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the offer document or Scheme Document (as applicable) as the Panel may require);


·           in the event the Acquisition is to be implemented by way of the Scheme, the Scheme does not become effective on or before the Long Stop Date, or otherwise lapses in accordance with its terms, unless Bidco has announced that it elects, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer;


·           in the event the Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer does not become or is not declared wholly unconditional on or before the Long Stop Date, or lapses in accordance with its terms, unless Bidco has announced that it elects, with the consent of the Panel, to implement the Acquisition by way of a scheme of arrangement; or


·           Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition. 






 


 


APPENDIX IV




DEFINITIONS


The following definitions apply throughout this Announcement unless the context requires otherwise:
































































































































































































































































































































































"Acquisition"



the direct or indirect acquisition by Bidco of the entire issued and to be issued ordinary share capital of ZPG, to be effected by means of the Scheme (or by way of the Takeover Offer under certain circumstances described in this Announcement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;



"Acquisition Price"



490 pence per ZPG Share;



"Announcement"



this announcement;



"Authorisations"



regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;



"Bidco"



Zephyr Bidco Limited, a company incorporated in England and Wales with company number 11347511;



"Business Day"



a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;



"CMA Phase 2 Reference"



a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;



"Companies Act"



the Companies Act 2006, as amended;



"Competition and Markets Authority"



a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;



"Conditions"



the conditions to the implementation of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document;



"Confidentiality Agreement"



the confidentiality agreement between Silver Lake Europe LLP and ZPG dated 16 April 2018;



"Connaught"



Connaught (UK) Limited;



"Cooperation Agreement"



the agreement dated 11 May 2018 between Bidco and ZPG relating to, among other things, the implementation of the Acquisition;



"Court"



the High Court of Justice in England and Wales;



"Court Meeting"



the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof;



"Court Order"



the order of the Court sanctioning the Scheme;



"Credit Suisse"



Credit Suisse International;



"CREST"



the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;



"Daily Official List"



the Daily Official List published by the London Stock Exchange;



"Dealing Disclosure"



has the same meaning as in Rule 8 of the Takeover Code;



"Disclosed"



the information disclosed by, or on behalf of ZPG: (i) in the annual report and accounts of the ZPG Group for the financial year ended 30 September 2017; (ii) in the audited final results of the ZPG Group for the financial year ended 30 September 2017; (iii) in this Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of ZPG prior to the publication of this Announcement; (v) in filings made with the Registrar of Companies and appearing in ZPG's file at Companies House within the last two years; or (vi) as otherwise fairly disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Announcement (including all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room created by or on behalf of ZPG or sent to any member of the Wider Bidco Group or any other person holding shares in Bidco or any of their respective advisers during the due diligence process and whether or not in response to any specific request for information made by any such person);



"DMGZ"



DMGZ Limited, a company incorporated in England and Wales with company number 00272225;



"Effective Date"



the date on which: (i) the Scheme becomes effective or (ii) if Bidco elects to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects;



"Equity Subscription Agreement"



the equity subscription agreement between Bidco, Westhorpe and PSP dated 11 May 2018 relating to, among other things, the equity funding for the Acquisition;



"Euroclear"



Euroclear UK and Ireland Limited;



"Excluded Shares"



(i) any ZPG Shares beneficially owned by Bidco, any member of the Wider Bidco Group or any other person holding shares in Bidco; or (ii) any ZPG Shares held in treasury by ZPG;



"Facilities Agreements"



the Senior Facilities Agreement and the Second Lien Facility Agreement;



"FCA" or "Financial Conduct Authority"



the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;



"Forms of Proxy"



the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document;



"FSMA"



the Financial Services and Markets Act 2000 including any statutory instrument, order or regulation made or issued thereunder and includes any applicable European regulation or requirement, as amended or replaced from time to time;



"General Meeting"



the general meeting of ZPG (including any adjournment thereof) to be convened in connection with the Scheme;



"GIC"



GIC Pte Ltd;



"Goldman Sachs"



Goldman Sachs International;



"Holdco"



Zephyr Holdco Limited, a company incorporated in England and Wales with company number 11345273;



"IFRS"



International Financial Reporting Standards;



"Jefferies"



Jefferies International Limited;



"Lender"



Royal Bank of Canada;



"Listing Rules"



the rules and regulations published by the FCA and contained in the Listing Rules sourcebook which is part of the FCA Handbook;



"London Stock Exchange"



London Stock Exchange plc;



"Long Stop Date"



17 October 2018 or such later date as may be agreed in writing by Bidco and ZPG (with the Panel's consent and as the Court may approve (if such approval(s) are required));



"Midco 2"



Zephyr Midco 2 Limited, a company incorporated in England and Wales with company number 11346641, being the direct parent company of Bidco;



"Official List"



the list maintained by the FCA in accordance with section 74(1) of FSMA for the purposes of Part 6 of FSMA;



"Opening Position Disclosure"



has the same meaning as in Rule 8 of the Takeover Code;



"Overseas Shareholders"



ZPG Shareholders (or nominees of, or custodians or trustees for ZPG Shareholders) not resident in, or nationals or citizens of, the United Kingdom or the United States;



"Panel"



the Panel on Takeovers and Mergers;



"PSP"



PSP Investments Holding Europe Limited;



"Purchaser Group Controller"



Bidco and any other relevant person acquiring control of ZPG pursuant to the Acquisition;



"Registrar of Companies"



the Registrar of Companies in England and Wales;



"Regulation"



has the meaning given to it in paragraph 2(a) of Appendix I to this Announcement;



"Regulatory Information Service"



any of the services set out in Appendix I to the Listing Rules;



"Restricted Jurisdiction"



any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is made available in that jurisdiction;



"Robey Warshaw"



Robey Warshaw LLP;



"Scheme"



the proposed scheme of arrangement under Part 26 of the Companies Act between ZPG and the Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by ZPG and Bidco;



"Scheme Document"



the document to be sent to ZPG Shareholders containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;



"Scheme Record Time"



the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the business day immediately prior to the Effective Date;



"Scheme Shares"



ZPG Shares:


(a)        in issue as at the date of the Scheme Document;


(b)        (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and


(c)        (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original  or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,


but in each case other than the Excluded Shares;



"Scheme Shareholders"



holders of Scheme Shares;



"Scheme Voting Record Time"



the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined;



"Second Lien Facility Agreement"



the second lien facility agreement entered into with the Second Lien Lender to, inter alia, provide funding for the Acquisition;



"Second Lien Lender"



Royal Bank of Canada;



"Senior Facilities Agreement"



the senior facilities agreement entered into with the Lender to provide funding for the Acquisition;



"Significant Interest"



In relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;



"Silver Lake"



Silver Lake Management Company V, LLC;



"Silver Lake Co-Invest"



Silver Lake (Offshore) AIV GP V, Ltd (acting in its capacity as general partner of SLP Zephyr Co-Invest L.P.);



"Silver Lake Fund"



Silver Lake Partners V Cayman, L.P.;



"Takeover Code"



the City Code on Takeovers and Mergers;



"Takeover Offer"



should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of ZPG and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;



"Third Party"



each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;



"United Kingdom" or "UK"



the United Kingdom of Great Britain and Northern Ireland;



"United States" or "US"



the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;



"US Exchange Act"



the US Securities Exchange Act of 1934, as amended;



"Westhorpe"



Westhorpe Investment Pte Ltd;



"Wider Bidco Group"



Bidco, funds managed by Silver Lake and their respective associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest;



"Wider ZPG Group"



ZPG and associated undertakings and any other body corporate, partnership, joint venture or person in which ZPG and such undertakings (aggregating their interests) have a Significant Interest;



"ZPG"



ZPG Plc;



"ZPG DBP"



the ZPG Deferred Bonus Plan adopted by the board of directors on 4 June 2014;



"ZPG Directors"



the directors of ZPG;



"ZPG EBT"



the ZPG Employee Benefit Trust administered by Equiniti Trust (Jersey) Limited;



"ZPG ESOS"



the ZPG Executive Share Option Scheme 2007 and the ZPG Executive Share Option Scheme 2012 adopted by the board of directors on 29 August 2007 and 31 May 2012 respectively;



"ZPG Group"



ZPG and its subsidiary undertakings and, where the context permits, each of them;



"ZPG LTIP"



the ZPG Long Term Incentive Plan adopted by the board of directors on 4 June 2014;



"ZPG Shareholders" or "Shareholders"



the holders of ZPG Shares;



"ZPG Share Plans"



the ZPG DBP, the ZPG ESOS, the ZPG LTIP, the ZPG SIAP, the ZPG SIP and the ZPG VCP, in each case as amended from time to time;



"ZPG Shares"



the existing unconditionally allotted or issued and fully paid ordinary shares with a nominal value of £0.001 each in the capital of ZPG and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective.



"ZPG SIAP"



the ZPG Staff Incentive Award Plan adopted by the board of directors on 22 September 2017;



"ZPG SIP"



the ZPG Share Incentive Plan adopted by the board of directors on 4 June 2014; and



"ZPG VCP"



the ZPG Value Creation Plan including its extension as approved by shareholders on 1  October 2015 and 30 January 2018.



For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.


All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.


All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.


All the times referred to in this Announcement are London times unless otherwise stated.


References to the singular include the plural and vice versa.


 


 



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