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2014-06-26

Opera Software ASA: 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NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE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 discretion.

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 customary exceptions.

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.

* * * * * * *

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.

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