Contemplated equity offering of up to USD 650 million

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.

Borr Drilling Limited – Contemplated equity offering of up to USD 650 million

Hamilton, Bermuda, 6 October 2017

Reference is made to the stock exchange notice dated 6 October 2017 from Borr Drilling Limited (“Borr Drilling” or the “Company”) relating to the signing of a Master Agreement for the acquisition of nine premium jack-up rigs from PPL Shipyard Pte Limited (“PPL”).

Borr Drilling is contemplating to offer up to 162,500,000 new shares (the “Offer Shares”), representing 51.5 per cent of the outstanding shares of the Company. The subscription price will be USD 4.00 per share (the “Subscription Price”), raising gross proceeds of up to USD 650 million (the “Equity Offering”) in order to partly secure the financing for the acquisition of the jack-up rigs from PPL and for general corporate purposes.

The Company has retained ABG Sundal Collier ASA, Clarksons Platou Securities AS, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS, Pareto Securities AS, Skandinaviska Enskilda Banken AB (publ.), Oslo branch and Sparebank 1 Markets AS as Joint Lead Managers and Bookrunners (the “Managers”) for the Equity Offering.

Companies that are close associates of Mr. Tor Olav Trøim have in total subscribed for shares equivalent to USD 35 million and will be allocated shares equivalent to at least USD 25 million. Schlumberger Oilfield Holdings Limited (“Schlumberger”) has subscribed for shares equivalent to USD 65 million and will be allocated shares equivalent to at least USD 50 million. Subject to completion of the Equity Offering, Borr Drilling and Schlumberger has negotiated a cancellation of the existing warrant program consisting of 9,473,774 warrants.

The application period opens today at 16:30 CET/10:30am EST on 6 October and ends at 08:00 CET/2.00am EST on 9 October 2017. The Company may at its own discretion extend or shorten the application period at any time and for any reason.

The minimum application and allocation amount in the Equity Offering has been set to the USD equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available.

Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company’s Board of Directors at its sole discretion. Notification of the allocation is expected to be sent by the Managers on or about 9 October 2017.

The settlement date is expected to be on or about 11 October. The allocated shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received and the Board of Directors of the Company has resolved to issue the shares, expected on or about 11 October 2017.

The Offer Shares will be issued on a separate ISIN and listed on Merkur Market on or about 11 October 2017. These shares are expected to be converted to the Company’s original ISIN number and be listed and tradable on Oslo Børs on or about 20 October 2017, subject to approval of a listing prospectus (the “Prospectus”) by the Norwegian Financial Supervisory Authority (“NFSA”).

The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Equity Offering.

The share issuance will be carried out as a private placement and the Board of Directors of the Company is of the opinion that this is in the best interest of the Company and its shareholders. The Board of Directors has taken into consideration, among other things, the fact that the Equity Offering will provide the financing required to secure the acquisition of the newbuildings from PPL more quickly and at an attractive price compared to a rights issue.

The offering is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.

Contact information for the Managers:

ABG Sundal Collier ASA
Telephone: +47 48 01 61 27

Clarkson Platou Securities AS
Telephone: +47 22 01 63 01

DNB Markets
Telephone: +47 24 16 92 26

Fearnley Securities AS
Telephone: +47 22 93 60 00

Pareto Securities AS
Telephone: +47 22 87 87 02

Skandinaviska Enskilda Banken AB (publ.), Oslo branch
Telephone: +47 22 82 70 00

Sparebank 1 Markets AS
Telephone: +47 24 14 74 70

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

About Borr Drilling
Borr Drilling is an international drilling contractor that owns and operates jack-up rigs of modern and high-specification designs providing drilling services to the oil and gas exploration and production industry worldwide in water depths up to approximately 400 feet. With a low cost base, a strong and experienced organisational culture, combined with a unique capital structure, Borr Drilling is built to make a difference.

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

Important Note
This 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.

Forward looking statements
This distribution may be deemed to include forward-looking statements, such as the intention to issue the Offer Shares, the terms of the Equity Offering and the use of proceeds of the Offer Shares. Forward-looking statements are typically identified by words or phrases, such as “expect”, “intends”, “will” and similar expressions. Forward-looking statements are the Company’s current estimates or expectations of future events or future results. Actual results could differ materially from those indicated by these statements because the realisation of those results is subject to many risks and uncertainties, including market and financial risks. All forward-looking statements included in this release are based on information available at the time of the release, and neither the Company nor the Managers assume any obligation to update any forward-looking statement.