Otello Corporation ASA

Share Issue/Capital Change • Jun 26, 2014

Opera Software ASA announces offering of up to 10 million new shares

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NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE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.