Notice of end of stabilization and partial exercise of overallotment option in Truecaller AB (publ)
Goldman Sachs Bank Europe SE ("Goldman Sachs") has, in its capacity as Joint Global Coordinator and Stabilization Manager, decided to end the stabilization period in Truecaller AB's (publ) ("Truecaller" or the "Company") class B shares traded on Nasdaq Stockholm and partially exercise the overallotment option. Goldman Sachs exercises the overallotment option in respect of 1,694,415 class B shares in Truecaller. No further stabilization measures will be effected.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
As announced in connection with the offering to acquire newly issued and existing shares in Truecaller (the “Offering”) and the listing of the Company’s shares on Nasdaq Stockholm, Goldman Sachs may, acting as Joint Global Coordinator and Stabilization Manager, carry out transactions designed to stabilize, maintain and otherwise support the market price of the Company's class B shares at levels above those which might otherwise prevail in the market.
Goldman Sachs has today notified Truecaller of the decision to end the stabilization period due to the strong trading and the development of the share price of the Company's class B shares. No further stabilization measures will be undertaken.
Stabilization transactions have been carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm (i.e., 8 October 2021) until 26 October 2021. However, Goldman Sachs has not been obliged to undertake any stabilization measures. Under no circumstances has transactions been conducted at a price higher than the one set in the Offering (i.e., SEK 52 per class B share).
Goldman Sachs, in its capacity as stabilization manager, notifies in this press release that stabilization measures have been undertaken in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 on Nasdaq Stockholm, as specified below. Specified below is a summary of the stabilization transactions which have been carried out during the stabilization period in accordance with the press releases on 19 October, 22 October and 1 November 2021. All transactions during the stabilization period have been effected on Nasdaq Stockholm and no stabilization transactions have been effected on other dates than those specified below.
In connection with the Offering, Sequoia Capital India, Atomico, Kleiner Perkins, Open Ocean and Zenith Venture Capital have granted Goldman Sachs, Carnegie Investment Bank AB (publ), JP Morgan AG and Citigroup Global Markets Europe AG an over-allotment option, which may be utilized in whole or in part for 30 days from the date of pricing of the Offering, to sell up to 9,456,520 additional class B shares (corresponding to up to 15 percent of the total number of shares in the Offering), at a price corresponding to the price in the Offering, i.e. SEK 52.0 per class B share, to cover any over-allotment in connection with the Offering. Goldman Sachs hereby notifies that the over-allotment option with respect to 1,694,415 class B shares have been exercised. Consequently, 7,762,105 class B shares in the Company, which Goldman Sachs has lent from Sequoia Capital India, Atomico, Kleiner Perkins, Open Ocean and Zenith Venture Capital in order to cover the over-allotment, will be re-delivered.
The contact person at Goldman Sachs is Laurent Bouquet; telephone: +33 142121986, e-mail: Laurent.Bouquet@gs.com)
|Issuer:||Truecaller AB (publ)|
|Securities:||Class B shares (ISIN: SE0016787071)|
|Overallotment Option (shares):||9,456,520 class B shares|
|Offering price:||SEK 52.0 per class B share|
|Trading symbol (Ticker):||TRUE B|
|Stabilization Manager:||Goldman Sachs Bank Europe SE|
|Execution Date||Quantity (No. of shares)||Price (Lowest)||Price (Highest)||Price (Volume Weighted Average Price)||Currency||Trading Venue|
|08 Oct 2021||2,837,915||51.79||52||51.9775||SEK||Nasdaq Stockholm (XSTO)|
|11 Oct 2021||1,686,669||51.22||52||51.7962||SEK||Nasdaq Stockholm (XSTO)|
|12 Oct 2021||1,500,000||51.50||52||51.9133||SEK||Nasdaq Stockholm (XSTO)|
|13 Oct 2021||303,214||51.40||52||51.9796||SEK||Nasdaq Stockholm (XSTO)|
|14 Oct 2021||36,416||52.00||52||52.0000||SEK||Nasdaq Stockholm (XSTO)|
|15 Oct 2021||182,969||51.70||52||51.9794||SEK||Nasdaq Stockholm (XSTO)|
|18 Oct 2021||152,524||51.40||52||51.6651||SEK||Nasdaq Stockholm (XSTO)|
|19 Oct 2021||315,117||50.90||52||51.6518||SEK||Nasdaq Stockholm (XSTO)|
|20 Oct 2021||126,071||50.90||51.70||51.2629||SEK||Nasdaq Stockholm (XSTO)|
|21 Oct 2021||266,540||49.10||50.70||49.8084||SEK||Nasdaq Stockholm (XSTO)|
|22 Oct 2021||44,799||50.00||51.50||50.9338||SEK||Nasdaq Stockholm (XSTO)|
|25 Oct 2021||227,704||49.70||51.00||50.6920||SEK||Nasdaq Stockholm (XSTO)|
|26 Oct 2021||82,167||50.90||52||51.5905||SEK||Nasdaq Stockholm (XSTO)|
This announcement is for information purposes only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is not an offer of securities for sale into the United States. The securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an exemption from registration. There has not been and will not be a public offer of the securities in the United States.
For more information, please contact:
Annika Billberg, Head of IR & Communication
+46 702 679791
This information is information that Truecaller is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
We enable safe and relevant conversations between people and make it efficient for business to connect with consumers. Fraud and unwanted communication are endemic to digital economies, especially in emerging markets. We are on a mission to build trust in communication. Truecaller is an essential part of everyday communication for around 280 million active users, with half a billion downloads since launch and more than 30 billion unwanted calls identified and blocked. Headquartered in Stockholm, since 2009, we are a co-founder led, entrepreneurial company, with a highly experienced management team. Truecaller is listed on Nasdaq Stockholm since 8 October 2021. For more information, please visit corporate.truecaller.com