NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN
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 approximatelySEK 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 andZenith 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 byWard Ferry Management Limited ,Coeli Asset Management AB andSteadview Capital Mauritius Limited have undertaken to acquire Class B shares in the Offering corresponding to an aggregate value ofSEK 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 today8 October 2021 under the trading symbol "TRUE B". -
Settlement is expected to take place on
12 October 2021 .
Alan Mamedi, CEO of
"Today marks a monumental milestone in
"The interest we have seen in
Stabilization measures
In connection with the Offering,
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
For further information please contact:
Email: investors@truecaller.com
Tel: +46 702 679791
Email: annika.billberg@truecaller.com
This press release constitutes inside information that
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
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
In the
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
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
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's securities and determining appropriate distribution channels.
[1]
https://news.cision.com/truecaller-ab/r/the-offering-price-for-truecaller-s-initial-public-offering-has-been-set-at-sek-52-per-class-b-share,c3429160
https://mb.cision.com/Main/20429/3429160/1478385.pdf
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