The offering price for Truecaller’s initial public offering has been set at SEK 52 per Class B share – trading on Nasdaq Stockholm commences today

Truecaller AB (publ) (“Truecaller” or the “Company”), the leading global platform for verifying contacts and blocking unwanted calls and messages, today announces the outcome of the offering of Truecaller's Class B shares (the “Offering”) on Nasdaq Stockholm (the "Listing"). The price in the Offering has been set at SEK 52 per Class B share. The Offering attracted very strong interest from large Swedish and international institutional investors as well as the general public in Sweden. The Offering was multiple times oversubscribed. The trading in the Company's class B shares will commence today on 8 October 2021.

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.

The Offering in brief

• The price in the Offering has been set at SEK 52 per Class B share, corresponding to a market capitalization of approximately SEK 19,431 upon completion of the Offering.
• The Offering comprised 53,414,532 Class B shares, of which 19,230,770 are newly issued Class B shares and 34,183,762 Class B shares sold by certain existing shareholders, including among others the Company’s founders Alan Mamedi and Nami Zarringhalam, Sequoia Capital India, Atomico, Kleiner Perkins and certain companies[1] structured to manage long-term incentive programs for the Company’s employees.
• The number of shares in the Offering was increased, in accordance with the terms of the offering, by 9,628,948 Class B shares (the “Upsize Option”), corresponding to approximately 3 percent of the total number of outstanding shares in the Company upon completion of the Offering.
• The newly issued Class B shares provide the Company with proceeds of approximately SEK 1,000 million before deduction of costs related to the Offering.
• In order to cover any over-allotments in relation to the Offering, Sequoia Capital India, Atomico, Kleiner Perkins, OpenOcean and Zenith Venture Capital have committed to sell up to 9,456,520 Class B shares, corresponding to maximum 15 percent of the total number of shares in the Offering (the “Over-Allotment Option”).
• Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a total of 72,500,000 Class B shares, which represent approximately 19 percent of the shares and 9 percent of the votes in Truecaller after completion of the Offering.
• The total value of the Offering amounts to approximately SEK 3,770 million, assuming that the Over-Allotment Option is exercised in full.
• The First Swedish National Pension Fund (AP1), Handelsbanken Fonder, Malabar Investments LLC, WF Asian Reconnaissance Fund Limited, managed by Ward Ferry Management Limited, Coeli Asset Management AB and Steadview Capital Mauritius Limited have undertaken to acquire Class B shares in the Offering corresponding to an aggregate value of SEK 2,265 million, representing, in aggregate, approximately 12 percent of the total shares in the Company upon completion of the Offering and approximately 60 percent of the shares in the Offering assuming that the Over-Allotment Option is exercised in full.
• Trading in Truecaller’s Class B shares on Nasdaq Stockholm commences today 8 October 2021 under the trading symbol “TRUE B”.
• Settlement is expected to take place on 12 October 2021.

Alan Mamedi, CEO of Truecaller, comments:

“Today marks a monumental milestone in Truecaller’s history. A fantastic journey began twelve years ago that has resulted in Truecaller becoming the leading global platform for verifying contacts and blocking unwanted communication with 280 million active users and more than half a billion app downloads. Now begins a new chapter to make tomorrow’s communication smarter, safer, and more efficient. Nami and I look forward to continuing Truecaller's growth journey together with existing and new shareholders.”

Bing Gordon, Chairman of the Board of Directors of Truecaller, comments:

“The interest we have seen in Truecaller from Swedish and institutional investors has exceeded our expectations. We are thrilled to welcome our new shareholders, and we are very much looking forward to start this next chapter in Truecaller’s continued journey as a listed company.”

Stabilization measures
In connection with the Offering, Goldman Sachs Bank Europe SE will act as stabilization manager (“Stabilization Manager”) and may, to the extent permitted in accordance with Swedish law, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilization transactions may be carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter.

The Stabilization Manager has no obligation to undertake any stabilization measures and there is no assurance that stabilization measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilization Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilization transaction.

The stabilization transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilization Manager must, no later than by the end of the seventh trading day after stabilization transactions 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, disclose that stabilization measures have been undertaken. Within one week of the end of the stabilization period, the Stabilization Manager will disclose whether or not stabilization measures were undertaken, the date on which stabilization started, the date on which stabilization was last carried out as well as the price range within which stabilization was carried out for each of the dates when stabilization measures were conducted.

Advisors
Carnegie Investment Bank AB (publ), Goldman Sachs Bank Europe SE, JP Morgan AG and Citigroup Global Markets Europe AG are Joint Global Coordinators (jointly the ”Joint Global Coordinators”) and Joint Bookrunners. Numis Securities Limited and Skandinaviska Enskilda Banken AB (publ) are Joint Bookrunners. Baker McKenzie is legal advisor to the Company. Linklaters Advokatbyrå AB is legal advisor to the Joint Global Coordinators and Joint Bookrunners.

For further information please contact:

Odd Bolin, CFO
Email: investors@truecaller.com

Annika Billberg, Head of IR & Communication
Tel: +46 702 679791
Email: annika.billberg@truecaller.com

This press release constitutes inside information that Truecaller AB (publ) is obliged to make public pursuant to the (EU) Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been prepared in connection with the Offering and the Listing and has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with regard to the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new securities. Any investment decision to acquire or subscribe for securities in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s securities. Such information has not been independently verified by the Joint Bookrunners. The Joint Bookrunners are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Offering. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or the Nasdaq Nordic Main Market Rulebook for Issuers of Shares.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company's securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the securities in the Company has led to the conclusion that: (i) the target market for such securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such securities to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Company's securities may decline and investors could lose all or part of their investment; the Company's securities offer no guaranteed income and no capital protection; and an investment in the Company's securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company's securities and determining appropriate distribution channels.