欧朋公司美股招股说明书(2019-09-20版)

424B5 1 opra20190919_424b5.htm FORM 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-233691 PROSPECTUS SUPPLEMENT(To Prospectus Dated September 10, 2019) 7,500,000 American Depositary Shares Opera Limited Representing 15,000,000 Shares We are selling 7,500,000 American depositary shares, or ADSs. Each ADS represents two ordinary shares. We have granted the underwriters an option to purchase up to 1,125,000 ADSs at the price to the public less the underwriting discounts and commissions. Our ADSs are listed on the NASDAQ Global Select Market under the symbol “OPRA.” On September 19, 2019, the reported last sale price for the ADSs was US $10.95 per ADS. Investing in the ADSs involves risks. See “Risk Factors” beginning on page S-19 of this prospectus supplement and those included in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider before buying our ADSs. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS TotalPublic offering priceUS$10.00 US$75,000,000Underwriting discounts and commissions(1)US$0.42 US$3,150,000Proceeds to Opera Limited (before expenses)US$9.58 US$71,850,000 (1)For a description of compensation payable to the underwriters, see “Underwriting.” The underwriters expect to deliver the ADSs against payment in New York, New York on or about September 24, 2019. Citigroup CICC CowenB. Riley FBR Prospectus Supplement dated September 20, 2019 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-13SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAS-15RISK FACTORSS-19SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-44USE OF PROCEEDSS-46DIVIDEND POLICYS-47CAPITALIZATIONS-48DILUTIONS-49TAXATIONS-50UNDERWRITINGS-57WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-65INCORPORATION OF DOCUMENTS BY REFERENCES-66LEGAL MATTERSS-67EXPERTSS-68INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSF-1 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION ABOUT US2INCORPORATION OF DOCUMENTS BY REFERENCE3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4OUR COMPANY6RISK FACTORS7USE OF PROCEEDS8ENFORCEABILITY OF CIVIL LIABILITIES9TAXATION11DESCRIPTION OF THE SECURITIES12DESCRIPTION OF SHARE CAPITAL13DESCRIPTION OF ORDINARY SHARES22DESCRIPTION OF AMERICAN DEPOSITARY SHARES23DESCRIPTION OF OUR PREFERRED SHARES31DESCRIPTION OF DEBT SECURITIES32 DESCRIPTION OF WARRANTS35PLAN OF DISTRIBUTION38LEGAL MATTERS41EXPERTS42 S-iTable of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying prospectus, which gives more general information, some of which may not be applicable to this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on behalf of us or the underwriters to subscribe for and purchase, any of the ADSs and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. In this prospectus supplement and the accompanying prospectus, unless otherwise indicated or unless the context otherwise requires, •“active user” refers to a user, calculated based on device identification, that has accessed one of our mobile browsers, PC browsers or other applications at least once during a given period. A unique user that is active in more than one of the applications on our platform is counted as more