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 – Equity offering successfully completed
Hamilton, Bermuda, 9 October 2017
Reference is made to Borr Drilling Limited’s (“Borr Drilling” or the “Company”) stock exchange notices dated 6 October 2017 relating to the contemplated USD 650 million equity offering to partly finance nine jack-up rigs to be acquired from PPL Shipyard Pte Limited (“PPL”).
Borr Drilling Limited is pleased to announce that the conditions precedent to the agreement with PPL have been satisfied following the successful completion of the equity offering through the subscription and allocation of 162,500,000 new shares (the “Offer Shares”), each at a subscription price of USD 4.00 per share, raising gross proceeds of USD 650 million (the “Equity Offering”). The Equity Offering was substantially oversubscribed. Borr Drilling and PPL will proceed with the sale and purchase of the nine jack-up rigs.
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 acted as Joint Lead Managers and Bookrunners (the “Managers”) for the Equity Offering.
Schlumberger Oilfield Holdings Limited (“Schlumberger”) and companies associated with Mr Tor Olav Trøim have, based on pre- subscription agreements, been allocated a participation in the Equity Offering in the amount of USD 50 million and USD 25 million, respectively.
Borr Drilling and Schlumberger have also cancelled the existing warrant program consisting of 9,473,774 warrants.
Notification of the allocation is expected to be sent by the Managers today. Payment and delivery of allocated new shares to the investors is expected to take place on 11 October 2017. The new 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”).
Following completion of the Equity Offering, the Company’s outstanding and issued share capital will increase by USD 1,625,000 to USD 4,782,925, divided on 478,292,500 shares with a nominal value of USD 0.01 per share.
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.
Questions should be directed to:
Simon Johnson, Chief Executive Officer
Phone: + 971 4 448 7501
Rune Magnus Lundetræ, Deputy CEO and Chief Financial Officer
Phone: +47 23 48 30 00
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.