Zoopla published its share prospectus yesterday afternoon – and it specifically acknowledges Agents’ Mutual as a possible threat.

It warns prospective shareholders that Agents’ Mutual members could terminate their Zoopla subscriptions.

Zoopla confirmed that its ‘member offer’ is open to agents that list on the site, offering them a 20% discount per office.

Agents will have to act quickly. Application forms will go out to them within the next few days and have to be returned by next Friday, June 13, if they want to take up the offer.

Official dealing on the stock market is expected to start on June 24.

Each Zoopla member will be able to buy up to £2,500 shares per branch now, and the same again next year if they continue to advertise on Zoopla.

Zoopla CEO Alex Chesterman said: “This offer equates to a £20m discount and is a great way of thanking our members for their loyalty and support.”

In the prospectus inviting institutional investment, Zoopla had to fill in a section disclosing risks.

It says: “If property professionals do not continue to subscribe to the Group’s services or the Group is unable to attract new members, the Group’s subscription revenues would decrease.”

It goes on: “The Group participates in a competitive market and may be unable to compete successfully against existing or future competitors such as Agents’ Mutual . . .”

Later in the prospectus it elaborates on this, explaining the “one other portal advertising rule” employed by Agents’ Mutual.

The Zoopla prospectus says: “Since Agents’ Mutual has yet to launch, it is not possible to assess its potential impact on the Group’s business; however, if it successfully launches with its proposed restrictive advertising provision, a portion of the Group’s existing members may terminate their subscriptions with the Group, which could materially adversely impact the Group’s business, results of operations, financial condition or prospects.”

By comparison, the prospectus makes very little mention of Rightmove, although it does acknowledge Rightmove as its “primary competitor”.

No mention is made in the prospectus of any plans to list private for sale or rent properties.

However, according to the prospectus, Zoopla attracts “a largely unique and distinct audience from Rightmove”.

The prospectus also notes that if agents do not take up their shares, it is expected that these would be sold to institutional investors.

The prospectus lists the existing shareholders, their current holdings, and the shares they would sell and the stakes they would retain.

Chesterman would cut his stake from 8.1% to 4.5%; DMG Media (the Daily Mail) would cut its stake from 52.1% to 28.6% – possibly not a large enough reduction to satisfy some City analysts; Countrywide would cut its stake from 6.2% to 3.4%; Connells would reduce its holding from 5% to 2.7%; and LSL would cut its 5% holding to 2.8%.

According to the prospectus, the large majority of agents in the UK are independents.

It estimates that, as of last year, there are 18,500 estate and letting agents in the UK, with the top ten chains accounting for only 14% of all agency branches. Of the 18,500 agency branches, Zoopla said it has 16,261 as at the end of March.

Shares are expected to start trading at between 200p and 250p, implying a valuation of between £835m and £1.04bn. By comparison, Rightmove is worth around double, at £2bn.

The full pricing and prospectus can be seen here:

www.zpg.co.uk/ipo