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MeldingsID: 339419
Dato/tid 08.11.2013 08:09
Utsteder Opera Software ASA
UtstederID OPERA
Instrument
Marked OB
Kategori KAPITALENDRINGER / UTBYTTEOPPLYSNINGER
Informasjonspliktig   Informasjonspliktige opplysninger   Lagringspliktig melding
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Tittel Opera Software ASA completes offering of 8 million new shares
Tekst
NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR 
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, 
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA


Opera Software ASA ("Opera" or "the Company") is 
pleased to announce the successful completion of the 
offering of 8 million new shares announced yesterday, 
equal to 6.48% of the existing share capital of the 
Company (the "Offering"). The Offering was comprised 
of a private placement to institutional investors in 
Norway and internationally. The over-subscribed 
Offering was completed at a subscription price of NOK 
68.50 per share, which was determined through an 
accelerated book-building process. 

Gross proceeds from the Offering amount to NOK 548 
million. The net proceeds will be used to increase 
the Company´s capital base for current and future 
strategic acquisition activities and obligations.

The new shares were issued in accordance with the 
Board authorization established at the Company`s 
General Meeting held on June 4, 2013. In accordance 
with the authorization, existing shareholders' right 
to preferential subscription has been set aside in 
order to allow for the completion of the private 
placement. Following the completion of the Offering, 
Opera's share capital will increase by NOK 160,000 to 
NOK 2,629,050.64, comprised of 131,452,532 shares 
with a nominal value of NOK 0.02 per share.

Opera has agreed not to undertake a further issue or 
sale of ordinary shares or securities convertible 
into ordinary shares for a period of 90 days 
following settlement of the Offering with the Joint 
Bookrunners, subject to customary exceptions.

Settlement and delivery with investors of shares 
issued in the Offering is expected to be on or about 
November 13, 2013. The new shares will be tradable on 
the Oslo Stock Exchange as soon as the new shares 
have been registered in the VPS, which is expected to 
take place on or about November 8, 2013. 

ABG Sundal Collier Norge ASA and Morgan Stanley & Co. 
International plc acted as Joint Bookrunners for the 
Offering, and DNB Markets, a part of DNB Bank ASA, 
acted as Co-lead Manager. 

For further information, please contact:

Erik Harrell, CFO/CSO

Tel: +47 2369 2400

Petter Lade, Investor Relations

Tel: +47 2369 2400

This announcement does not constitute a prospectus or 
an offer or invitation to purchase securities.

This announcement is only addressed to, and directed 
at, persons in member states of the European Economic 
Area ("EEA") who are "qualified investors" within the 
meaning of Article 2(1)(e) of the Prospectus 
Directive (Directive 2003/71/EC) as amended, 
including by the 2010 PD Amending Directive 
(Directive 2010/73/EU), as and to the extent 
implemented in the relevant EEA member state, and any 
relevant implementing measure in the relevant member 
state.

In addition, in the United Kingdom, this announcement 
is not being distributed by, nor has it been approved 
for the purposes of 21 of the Financial Services and 
Markets Act 2000 ("FSMA") by a person authorized 
under FSMA and is directed only at, persons (i) who 
are 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, as amended 
(the "Order"), or (ii) persons who are high net worth 
entities falling within Article 49(2) of the Order, 
and other persons to whom it may lawfully be 
communicated ("relevant persons"). Under no 
circumstances should persons who are not relevant 
persons rely or act upon the contents of this 
announcement. Any investment or investment activity 
to which this announcement relates in the United 
Kingdom is available only to, and will be engaged 
only with, relevant persons. 

These materials are not an offer of securities for 
sale into the United States. The securities to which 
these materials relate have not been, and will not 
be, registered under the US Securities Act of 1933, 
as amended (the "Securities Act"), and may not be 
offered or sold in the United States absent 
registration or an exemption from, or in a 
transaction not subject to, registration under the 
Securities Act.  The securities to which these 
materials relate will only be sold in the United 
States to persons reasonably believed to be qualified 
institutional buyers (as defined in Rule 144A of the 
Securities Act ("Rule 144A")) in reliance on Rule 
144A and all sales of the securities outside the 
United States will be made in reliance on Regulation 
S under the Securities Act. There will be no public 
offering of the securities in the United States.

The Offering and the distribution of this 
announcement and other information in connection with 
the Offering in certain jurisdictions may be 
restricted by law and persons into whose possession 
any document or other information referred to herein 
comes should inform themselves about and observe any 
such restriction. Any failure to comply with these 
restrictions may constitute a violation of the 
securities laws of any such jurisdiction. Copies of 
this announcement are not being made and may not be 
distributed or sent into the Australia, Canada, 
Japan, the United States or South Africa.

The price and value of the Opera shares may go up as 
well as down. Persons needing advice should contact a 
professional adviser. Past performance cannot be 
relied upon as a guide to future performance.

The Joint Bookrunners and the Co-lead Manager 
(together, the "Managers") are acting for Opera and 
for no one else in connection with the Offering and 
will not be responsible to anyone other than the 
Company for proving the protections afforded to their 
respective customers or for affording advice in 
relation to the Offering, the contents of this 
announcement or any transaction, arrangement or other 
matter referred to in this announcement. The Managers 
may each participate in the Offering on a proprietary 
basis.

This announcement has been issued by and is the sole 
responsibility of the Company. Apart from the 
responsibilities and liabilities, if any, that may be 
imposed on the Managers by applicable laws, the 
Managers do not accept any responsibility whatsoever 
and makes no representation or warranty, express or 
implied, for the contents of this announcement, 
including its accuracy, completeness or verification 
or for any other statement made or purported to be 
made by the Company, or on the Company's behalf, or 
by the Managers, or on the Managers behalf, in 
connection with the Company or the Offering, and 
nothing in this announcement is or shall be relied 
upon as a promise or representation in this respect, 
whether as to the past or future. The Managers each 
accordingly disclaim to the fullest extent permitted 
by law all and any responsibility and liability, 
whether arising in tort, contract or otherwise, which 
they might otherwise have in respect of this document 
and any such statement.

Certain statements contained herein that are not 
statements of historical fact, may constitute forward-
looking statements. Forward-looking statements 
involve known and unknown risks, uncertainties and 
other factors that could cause the actual results or 
events concerning the Company to be materially 
different from the historical results or from any 
future results expressed or implied by such forward-
looking statements. Although Opera has attempted to 
identify important factors that could cause actual 
events or results to differ from those described in 
forward-looking statements contained herein, there 
can be no assurance that the forward-looking 
statements will prove to be accurate as actual future 
events could differ materially from those anticipated 
in such statements. Some of the factors that could 
cause or contribute to such differences are described 
in the Opera Software ASA FY 2012 Annual Report under 
the heading "Risk Factors". 

Except as may be required by applicable law or stock 
exchange regulation, Opera undertakes no obligation 
to update publicly or release any revisions to these 
forward-looking statements to reflect events or 
circumstances after the date of this document or to 
reflect the occurrence of unanticipated events.

* * * * * * *

About Opera Software ASA

Opera products enable more than 350 million internet 
consumers worldwide to discover and connect with the 
content and services that matter most to them, no 
matter what device, network or location. In turn, we 
help advertisers reach the audiences that build value 
for their businesses. Opera also delivers products 
and services to more than 130 mobile operators around 
the world, enabling them to provide a faster, more 
economical and better network experience to their 
subscribers. From family photos and funny videos to 
business ideas that change the world economy, the 
internet has always been about discovery. Whether you 
are a consumer getting online for the first time, or 
a multinational corporation trying to reach the right 
audience, Opera can help you discover more online. 
Opera Software ASA is listed on the Oslo Stock 
Exchange under the ticker symbol 
OPERA. 'Opera', 'Opera Software', 'Opera Mini' and 
the 'O' logo are trademarks of Opera Software ASA. 
All other trademarks are the property of their 
respective owners. Learn more about Opera at 
www.opera.com.

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