Borr Drilling Limited (BDRILL) – Equity offering successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.  

Hamilton, Bermuda, 23 March 2018  

Reference is made to Borr Drilling Limited’s (“Borr Drilling” or the “Company”) stock exchange notice dated 22 March 2018 relating to the contemplated equity offering of up to USD 250 million (the “Equity Offering”) to finance the acquisition of Paragon Offshore Limited and general corporate purposes. 

Borr Drilling Limited is pleased to announce the successful completion of the Equity Offering through the subscription and allocation of 54,347,827 new shares (the “Offer Shares”), each at a subscription price of USD 4.60 per share, raising gross proceeds of USD 250 million. 

ABG Sundal Collier ASA, Clarksons Platou Securities AS, Danske Bank, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS, Skandinaviska Enskilda Banken AB (publ.) Oslo branch and Pareto Securities AS acted as as Joint Lead Managers and Bookrunners (the “Managers”) for the Equity Offering. 

Notification of the allocation is expected to be sent by the Managers today. 

The Equity Offering is divided into two tranches. Tranche 1 consists of 46,707,500 new shares (“Tranche 1”) and tranche 2 consists of 7,640,327 new shares (“Tranche 2”). All subscribers that are allocated shares, excluding companies that are close associates of Mr. Tor Olav Trøim and Ubon Partners AS, will receive shares that have equal settlement as Tranche 1 of the Equity Offering and the Company, and companies that are close associates of Mr. Tor Olav Trøim and the Managers may enter into a share-lending agreement to enable such settlement.

The date for settlement of Tranche 1 of the Equity Offering is expected to be on or about 27 March 2018 (the “Settlement Date”). The Offer Shares in Tranche 1 are tradable on the Settlement Date.

Completion of the Tranche 2 of the Equity Offering is subject to the approval by the extraordinary general meeting to be held on or about 5 April 2018 (“EGM”). Settlement of Tranche 2 is expected shortly after approval of the increase in the authorized share capital by the EGM. The shares issued in Tranche 2 will be tradable after approval of a listing prospectus by the Norwegian Financial Supervisory Authority.

Following completion of the Equity Offering, the Company’s outstanding and issued share capital will increase by USD 543,478.27 to USD 5,326,403.27, divided on 532,640,327 shares with a nominal value of USD 0.01 per share. 

Additional information about Borr Drilling can be found at www.borrdrilling.com. 

Questions should be directed to:  Rune Magnus Lundetræ, Deputy CEO and Chief Financial Officer Phone: +47 22 48 30 00 

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. 

About Borr Drilling

Borr Drilling Limited is an international drilling contractor incorporated in Bermuda in 2016 and listed on the Oslo Stock Exchange from 30 August 2017. Borr owns and operates jack-up drilling rigs of modern and high specification designs and provides services focused on the shallow water segment to the offshore oil and gas industry worldwide. Borr’s fleet comprises 16 jack-up drilling rigs and 10 units under construction with deliveries scheduled from 2018 to 2020. Additional information is available at www.borrdrilling.com Important noteThis announcement is not being made in or into the United States of America, Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.