Opera Software ASA announces offering of up to 10 million new shares
NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE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") announces an offering of
up to 10 million shares, equal to 7.5% of the existing share capital of
the Company (the "Offering"). The Offering will comprise of a private
placement to institutional investors in Norway and internationally.
Opera has retained a group of banks as joint bookrunners in connection
with the Offering (the "Managers"). As part of the Offering, Opera has
entered into a placing agreement with the Managers.
The purpose of the placement is to strengthen the Company´s capital base
for current and future strategic acquisition activities and obligations.
In particular, the proceeds of the placement will provide the Company
with additional funding flexibility to meet its earn-out obligations in
connection with the recent AdColony acquisition.
The subscription price will be determined through an accelerated book
-building process. The book-building period will commence immediately
and is expected to close at 08:00 hours (CET) on June 27, 2014 with
settlement expected to occur on or around July 2, 2014. The Company may,
however, at any time close or extend the book-building period at its
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 Managers, subject to
The Managers have entered into a share lending agreement (the "Stock
Loan") with certain existing shareholders of the Company (the "Lenders")
and the Offering will be settled with existing shares borrowed under the
Stock Loan which will be tradable immediately following settlement. The
Lenders, which include Arepo AS controlled by board member Kari
Stautland, will receive a market rate commission for the Stock Loan,
such commission being payable by the Company.
In connection with the Offering, the Company will issue a number of new
shares equivalent to the number of shares placed in the Offering in
accordance with the Board authorization established at the Company's
General Meeting held on June 3, 2014 (the "New Shares"). The proceeds of
the Offering will be used to subscribe for the New Shares, which will be
redelivered to the Lenders to satisfy obligations under the Stock Loan.
The New Shares will be registered with a separate ISIN number and may
not be traded on the Oslo Stock Exchange until the Company has issued a
listing prospectus and the New Shares have been registered in the VPS
under the Company's ordinary ISIN.
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 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 2013
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.
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About Opera Software
Opera enables more than 350 million internet consumers worldwide to
connect with the content and services that matter most to them and more
than 130 mobile operators to deliver the very best possible internet
experience to their subscriber base. Opera also helps publishers
monetize their content through advertising and advertisers reach the
audiences that build value for their businesses, capitalizing on a
global consumer audience reach that exceeds 500 million.
Opera and Opera Mediaworks are trademarks of Opera Software ASA. All
other trademarks are the property of their respective owners.
Learn more about Opera at www.opera.com.