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Truecaller To List Class B Shares On Nasdaq Stockholm

Truecaller is backed by prominent investors including Sequoia Capital India, Atomico, Kleiner Perkins, and OpenOcean. As a founder-led company, the Founders will, after the intended Offering and Listing, control a majority of the Company’s voting power as a result of their ownership of Truecaller’s high-vote Class A shares.

Truecaller’s Board of Directors and management, including co-founders Alan Mamedi and Nami Zarringhalam (together the “Founders”), Sequoia Capital India, Atomico and Kleiner Perkins, believe that the Offering and listing of the Company’s class B shares on Nasdaq Stockholm is a logical and important step in the Company’s future development. The Offering will create opportunities for accelerated growth in line with the Company’s strategy, increase the Company’s financial flexibility and broaden Truecaller’s ownership base. The Board of Directors and management further assess that a listing of the Company’s class B shares on Nasdaq Stockholm will increase awareness of Truecaller and its operations as well as enhance the Company’s profile with investors, business partners, customers, employees and other important stakeholders. In addition, the Offering allows existing shareholders to sell a portion of their current shareholding of class B shares and thereby create a liquid market for the shares.

Truecaller is backed by prominent investors including Sequoia Capital India, Atomico, Kleiner Perkins, and OpenOcean. As a founder-led company, the Founders will, after the intended Offering and Listing, control a majority of the Company’s voting power as a result of their ownership of Truecaller’s high-vote Class A shares.

Nasdaq Stockholm’s listing committee has made the assessment that Truecaller fulfils the applicable listing requirements for a listing on Nasdaq Stockholm. If Truecaller submits an application for admission to trading of the Company’s Class B shares on Nasdaq Stockholm, Nasdaq Stockholm will approve such application, provided that certain conditions are fulfilled, including the distribution requirement. Depending on market conditions, the Offering and Listing on Nasdaq Stockholm is expected to be completed during the fourth quarter of 2021.

Alan Mamedi, CEO of Truecaller, comments:

“One of our objectives this year has been to prepare Truecaller for an IPO. Thanks to the strong feedback that we’ve received from potential investors, it feels very exciting to take the next step in this process. A listing of Truecaller is not only a milestone for Nami, myself and all of our employees who have contributed to building Truecaller to the fantastic platform that it is today, but also to the growing Swedish tech ecosystem. Even though we are twelve years into our incredible journey, we believe that this is just the beginning and we have a clear strategy to continue to grow and develop our services and products. I look forward to welcoming existing and new shareholders on this journey.”

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

“Truecaller has developed into the leading global platform for verifying contacts and blocking unwanted calls and messages. To list the company and broaden the shareholder base is a natural next step for its development. The Board of Directors is proud to have supported the founders and the employees who are developing the platform to help more people and companies focus on who and what’s really important. I am certain that Truecaller is just getting started.”

Shailesh Lakhani, Managing Director, Sequoia Capital India, comments:

“Truecaller has made communication smarter, safer and more efficient across the world. As smartphone usage increases globally, fraud and unwanted communication has followed, and Truecaller has turned into an indispensable platform for consumers and businesses. With a clear focus on innovation and growth, Truecaller is on an exciting journey to reach even more users with even better products.”

Niklas Zennström, Founding Partner and CEO, Atomico, comments:

“What I admire most about Alan and Nami is their tenacity. They have faced several challenges over the years as they built Truecaller, and always came back stronger. This is an important next milestone for the company and I am so happy to see another global category leading technology company emerge from Europe. Alan and Nami are living proof that contrarian founders are well suited to building successful companies, and I am honoured to have been able to share part of that journey with them since 2014.”

The Offering in brief

Should the Company proceed with the Offering, the Class B shares will be offered to:

  • the general public in Sweden; and
  • institutional investors in Sweden and abroad.

The offer to institutional investors will only be made (i) to certain institutional investors outside the United States, pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in the United States, only to Qualified Institutional Buyers (“QIBs”) in reliance on Rule 144A under the U.S. Securities Act.

The Offering is expected to consist of existing Class B shares, offered by certain existing shareholders, and new Class B shares issued by the Company that are expected to provide Truecaller with gross proceeds (before deduction of costs related to the Offering) of approximately SEK 1 billion. Truecaller intends to use the net proceeds from the Offering to position the Company for future growth, for general corporate purposes and to provide strategic flexibility for opportunistic acquisitions.

The Company, the Founders, the members of the Board, the executive management team, Sequoia Capital India and certain other shareholders, have for the benefit of the Joint Global Coordinators, with certain exceptions, agreed on certain lock-up undertakings for a period of up to 180 days after the first day of trading for the Company, Sequoia Capital India and certain other shareholders[1], and 360 days after the first day of trading for the Founders, the members of the Board and the executive management team, not to transfer or dispose of their respective shareholdings in Truecaller without prior written consent from the Joint Global Coordinators (so called lock-up period).

Full terms, conditions and instructions for an Offering will be included in a prospectus expected to be published by the Company in connection with the contemplated Offering and Listing. The prospectus will, if published, be available on the Company’s website at corporate.truecaller.com.

Source: Business World

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