STOCKHOLM, Dec. 28,
2023 /PRNewswire/ -- Truecaller's board has
decided to propose an extraordinary general meeting to replace the
incentive program introduced in 2021 (LTIP 2021) with a new program
in 2024. The reason is that the previous program has lost its
function due to the economic effects that have impacted the
company's revenues in 2023. Regarding LTIP 2021, the board has
decided to offer employees a repurchase of warrants. The
repurchases have no impact on results but a negative cash flow
effect estimated at 20 million SEK in
the fourth quarter. At the same time, the resolution of provisions
regarding stock options within LTIP 2021, where performance
conditions have not been met, is expected to have a positive result
effect estimated at 10 million SEK in
the fourth quarter of 2023.
The Annual General Meeting in 2021 decided on the incentive
program LTIP 2021, consisting of warrants for Swedish employees and
staff options for non-swedish employees with the opportunity to
subscribe for shares in 2023, 2024, and 2025. At the time of the
repurchase offer, there were approximately 7.5 million remaining
subscription options registered under LTIP 2021. Participants in
the program included board members, management, and above all other
employees.
The weaker global macroeconomy has led to lower demand for
digital advertising since the end of 2022, something that could not
be foreseen in 2021. As a result, the revenue growth of at least
20%, which is part of the performance criteria that must be met for
the full-year 2023 for the staff options in the program to have a
value, will not be achieved.
For Truecaller, operating in a global market, it is crucial to
offer its employees attractive incentives to recruit and retain the
best individuals in markets with high competition, such as
Bangalore and Stockholm, to contribute effectively to
increased shareholder value. This applies regardless of the current
economic situation. The proposal for the new incentive program will
include conditions that better reflect current market conditions,
making it a more effective tool to uniformly stimulate incentives
to create increased shareholder value.
As a consequence of this, the company has also offered Swedish
participants in LTIP 2021 the opportunity to repurchase warrants
acquired in 2021. The proposal for the new incentive program to
replace LTIP 2021 will have the same structure and conditions for
all employees, including staff options for both Swedish and
non-Swedish participants. The repurchases of warrants also means
that the new incentive program, which will be proposed, will only
result in marginal dilution. LTIP 2021 consists of warrants for
Swedish participants and staff options for non-Swedish participants
with different conditions such as subscription price and
performance criteria, which risk leading to different incentives.
It is the board's opinion that, given the current market
conditions, warrants are not an effective tool for recruiting and
retaining qualified employees.
The repurchase of warrants is made at market value according to
a valuation obtained from an independent valuation firm and incurs
no tax costs or result effects for the company. The repurchases are
expected to have a limited negative cash flow effect, preliminarily
estimated at approximately 20 million
SEK in the fourth quarter of 2023, with a corresponding
effect on Truecaller's equity. At the same time, the resolution of
provisions regarding staff options within LTIP 2021, where
performance conditions have not been met, is expected to have a
positive result effect, preliminarily estimated at approximately
10 million SEK in the fourth quarter
of 2023.
Repurchases of warrants will result in insider reporting within
the next few days for the senior executives who have chosen to
accept the repurchase offer.
For more information, please contact:
Andreas Frid, Head of IR &
Communication
+46 705 29 08 00
andreas.frid@truecaller.com
About Truecaller:
Truecaller (TRUE B) is the leading global platform for verifying
contacts and blocking unwanted communication. We enable safe and
relevant conversations between people and make it efficient for
businesses 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 more than 368 million active users, with more
than a billion downloads since launch and around 50 billion
unwanted calls identified and blocked in 2022. 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
The following files are available for download:
https://mb.cision.com/Main/20429/3899516/2515278.pdf
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LTIP 2021 Press release
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SOURCE Truecaller AB