Prospectus.Pdf

This document comprises a prospectus (the ‘‘Prospectus’’) relating to Moneysupermarket.com Group PLC (the ‘‘Company’’ or ‘‘Moneysupermarket.com’’) prepared in accordance with the Prospectus Rules and has been prepared in connection with the Global Offer and Admission. The Prospectus will be made available to the public in accordance with the Prospectus Rules. Application has been made to the Financial Services Authority (‘‘FSA’’) and to London Stock Exchange plc (the ‘‘London Stock Exchange’’) respectively for admission of the whole of the issued and to be issued ordinary share capital of the Company: (i) to the Official List of the FSA (the ‘‘Official List’’); and (ii) to the London Stock Exchange’s main market for listed securities. Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 a.m. (London time) on 26 July 2007. It is expected that Admission will become effective and that unconditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 31 July 2007. All dealings in the Shares before the commencement of unconditional dealings will be on a ‘‘when issued’’ basis and will be of no effect if Admission does not take place. Such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Shares to be admitted to listing or traded on any other stock exchange. This document does not constitute an offer of, or the solicitation of an offer to buy or to subscribe for, Shares to any person in any jurisdiction to whom or in which jurisdiction such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan. The offer and sale of the Shares has not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’), or qualified for sale under the laws of any state of the United States or under any applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares may not be offered, sold or delivered within Australia, Canada, Japan or the United States or to, or for the benefit of any national, resident or citizen of Australia, Canada, Japan or the United States. Credit Suisse Securities (Europe) Limited, Lehman Brothers International (Europe) and UBS Limited may arrange for the offer and sale of Shares in the United States under the Institutional Offer only to persons reasonably believed to be ‘‘qualified institutional buyers’’ (as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’)) and in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Shares offered and being sold outside the United States are being offered and sold in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). Potential investors with registered addresses in, or otherwise subject to the laws of, overseas territories must inform themselves of and observe any restrictions on the offer, sale or transfer of the Shares and the distribution of this document and should refer to Part 11: Details of the Global Offer. Prospective investors should read this document in its entirety and, in particular, Part 2: Risk Factors, when considering an investment in the Shares of the Company. MONEYSUPERMARKET.COM GROUP PLC (incorporated and registered in England and Wales under the Companies Act 1985 with registered no. 6160943) Global Offer of up to 247,430,956 Shares of 0.02p each at an Offer Price expected to be between 170p and 210p per Share and admission to listing on the Official List and to trading on the London Stock Exchange Sole Sponsor, Global Co-ordinator and Bookrunner Credit Suisse Co-Lead Managers Lehman Brothers UBS Investment Bank The Company is offering up to 105,882,353 new Shares (the ‘‘New Shares’’) under the Global Offer and the Selling Shareholders (as defined in Part 14: Definitions) are offering up to 141,548,603 existing Shares (the ‘‘Existing Shares’’) in aggregate under the Global Offer. The Company will not receive any of the proceeds of the sale of the Existing Shares, all of which will be received by the Selling Shareholders. The Price Range is indicative only, it may change during the course of the Global Offer and the Offer Price may be set within, above or below the Price Range. A number of factors will be considered in determining the Offer Price and the basis of allocation, including the level and nature of demand for the Shares during the book-building process, prevailing market conditions and the objective of establishing an orderly after-market in the Shares. Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or a pricing statement, as the case may be, until determination of the Offer Price. A pricing statement containing the Offer Price and confirming the number of Shares which are the subject of the Global Offer (the ‘‘Pricing Statement’’) is expected to be published on or about 26 July 2007. The New Shares will, following Admission, rank pari passu in all respects with the other issued Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the issued Shares after Admission. Expected share capital immediately following Admission (assuming the Offer Price is at the mid-point of the Price Range) Authorised Issued and fully paid Amount Number Amount Number £250,000 1,250,000,000 Shares of 0.02p each £98,948.74 494,736,684 Credit Suisse Securities (Europe) Limited (the ‘‘Global Co-ordinator’’), Lehman Brothers International (Europe) and UBS Limited, each of which is authorised and regulated in the United Kingdom by the FSA, are acting for the Company and no one else in connection with the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this Prospectus, or any transaction or arrangement referred to herein. The Company and the directors of the Company (the ‘‘Directors’’), whose names appear on page 35 of this Prospectus accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The distribution of this Prospectus and the issue and sale of the Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, the Directors, the Selling Shareholders, or the Global Co-ordinator to permit a public offering of the Shares or to permit the possession or distribution of this Prospectus (or any other offering or publicity materials or application form(s) relating to the Shares) in any jurisdiction where action for that purpose may be required, other than the United Kingdom. Accordingly, neither this Prospectus nor any advertisement nor any other offering or publicity materials may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Global Offer and the distribution of this Prospectus are subject to the restrictions set out in paragraph 10 of Part 11: Details of the Global Offer. Investors should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the Selling Shareholders, Credit Suisse Securities (Europe) Limited, UBS Limited or Lehman Brothers International (Europe). Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription or purchase of Shares made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the Group since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. In the event the Company is required to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, investors will have a statutory right pursuant to section 87Q of FSMA to withdraw their acceptance to purchase or subscribe for Shares in the Global Offer before the end of the period of two working days beginning with the first working day after the date on which the supplementary prospectus was published. The contents of this Prospectus is not to be construed as legal, financial, business or tax advice. Each prospective investor should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. In connection with the Global Offer, the Underwriters and any of their respective affiliates acting as an investor for its or their own account(s) may subscribe for or purchase Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Shares, any other securities of the Company or other related investments in connection with the Global Offer or otherwise.

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