Truecaller publishes prospectus in connection with its initial public offering of shares and listing on Nasdaq Stockholm

Truecaller AB (publ) (“Truecaller” or the “Company”), the leading global communication platform for verifying contacts and blocking unwanted calls and messages, announces an initial public offering of shares to the general public in Sweden and to institutional investors in Sweden and abroad (the "Offering") and listing of the Company's Class B shares on Nasdaq Stockholm (the “Listing”). The final price in the Offering is expected to be set within a range of SEK 44 – 56 per Class B share. 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, subject to certain customary conditions, committed to acquire Class B shares in the Offering corresponding to an aggregate value of approximately SEK 2,265 million. Truecaller has in connection with the Offering and the Listing prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority (the "SFSA") and has been published by the Company on its web page. The first day of trading is expected to occur 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 final price in the Offering is expected to be set within a range of SEK 44 – 56 per Class B share (the “Price Range”), corresponding to a total market value of all issued shares (Class A and Class B) of the Company of approximately SEK 16,595 – 20,848 million after completion of the Listing. The final offering price is expected to be published in a press release prior to commencement of trading on Nasdaq Stockholm on or around 8 October 2021.

• The Offering comprises a minimum of 17,857,143 and a maximum of 22,727,273 newly issued Class B shares, corresponding to approximately 6 percent of the total number of Class B shares in the Company after the completion of the Offering[1]. The newly issued Class B shares is expected to raise proceeds to the Company of approximately SEK 1,000 million before deduction of costs relating to the Offering and the Listing.

• 34,183,762 existing Class B shares are offered 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[2] structured to manage long-term incentive programs for the Company’s employees (jointly the “Selling Shareholders”).

• The Selling Shareholders have reserved the right to increase the number of shares offered by the Selling Shareholders by up to 17,846,312 existing Class B shares (the “Upsize Option”), corresponding to approximately 5 percent of the total number of outstanding Class B shares in the Company upon completion of the Listing.

• In order to cover any over-allotment in relation to the Offering, Sequoia Capital India, Atomico, Kleiner Perkins, OpenOcean and Zenith Venture Capital undertake to offer up to 11,213,598 existing Class B shares (the “Over-Allotment Option”), corresponding to a maximum of 15 percent of the total number of Class B shares in the Offering, assuming the Upsize Option is exercised in full.

• Based on the midpoint of the Price Range, and assuming that the Upsize Option and the Over-Allotment Option are exercised in full, the value of the Offering will amount to approximately SEK 4,142 million and correspond to approximately 25 percent of the total number of Class B shares in the Company upon completion of the Offering.

• 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, subject to certain customary conditions, committed to acquire Class B shares in the Offering corresponding to an aggregate value of SEK 2,265 million. The undertakings represent, in aggregate, approximately 14 percent of the outstanding Class B shares in the Company upon completion of the Offering[3] and approximately 55 percent of the Class B shares in the Offering[4] assuming that the Upsizing Option and the Over-Allotment Option are exercised in full.

• The shares will be offered to the general public in Sweden and to institutional investors in Sweden and abroad in accordance with applicable laws and exemptions.

• The application period for the general public in Sweden and institutional investors in Sweden and abroad is expected to be 29 September – 7 October 2021.

• The first day of trading of the Company's Class B shares on Nasdaq Stockholm is expected to occur on 8 October 2021 and the Class B shares will trade under the trading symbol “TRUE”.

• A prospectus in Swedish, and an English translation, containing the Offering’s complete terms and conditions, will be published today on Truecaller’s website (corporate.truecaller.com), Avanza’s website (www.avanza.se), Nordnet’s website (www.nordnet.se) and Carnegie’s website (www.carnegie.se).

Alan Mamedi, CEO of Truecaller, comments:
“The listing is an important milestone that enables us to continue our journey as the leading global communication platform for verifying contacts and blocking unwanted calls and messages. We have proven and sustained revenue streams, and we continue to enrich our products and unlock growth opportunities using our scalable and integrated platform. Now we look forward to offering existing and new shareholders to be part of our continued journey making tomorrow’s communication smarter, safer and more efficient.”

Bing Gordon, Chairman of the Board of Directors of Truecaller, comments:
“Today marks another important step in becoming a listed company. Over the past 12 years, Truecaller has been on a fantastic journey resulting in 280 million active users and more than half a billion app downloads. We are very excited to welcome new shareholders to be part of this next chapter of our journey.”

About Truecaller
Truecaller is the leading global communication platform for verifying contacts and blocking unwanted calls and messages.[5] Truecaller is on a mission to build trust in communication and has become an essential part of everyday communication. Truecaller enables safe and relevant conversations between people and makes it efficient for businesses to connect with consumers. The Company reached 278 million monthly active users ("MAUs") worldwide in over 175 countries during the second quarter of 2021[6], making Truecaller one of the ten largest communications platforms globally and the third largest in India by MAUs. Since launch, the Truecaller app has been downloaded half a billion times and has identified and blocked 30 billion unwanted calls. High brand recognition and a position as the third largest communication platform in India drives demand for Truecaller’s mobile advertising platform, enabling brands to communicate directly with millions of users each day. Headquartered in Stockholm, since 2009, Truecaller is a co-founder led, entrepreneurial company, with a highly experienced management team.

Prospectus and application
The Company has prepared a prospectus in Swedish, together with an English translation, in connection with the Offering and the Listing which today has been approved by the SFSA and published by the Company its corporate web page (corporate.truecaller.com). The prospectus contains the full terms and instructions of the Offering and is also available on Avanza’s website (www.avanza.se), Nordnet’s website (www.nordnet.se) and Carnegie’s website (www.carnegie.se).

The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation“). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Company’s securities.

Preliminary timetable

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
Tel: +46 704 283173
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.