NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO 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, 22 March 2018
Reference is made to the stock exchange notice dated 22 February 2018 from Borr Drilling Limited (“Borr Drilling” or the “Company”) related to the binding tender agreement to offer to purchase all outstanding shares in Paragon Offshore Limited (“Paragon”) (the “Tender Offer”). As announced by the Company on 27 February 2018, the offer period for the Tender Offer expires on 24 March 2018 and the Tender Offer is expected to close on or about 27 March 2018, subject to satisfactory fulfilment or waiver of the conditions to the Tender Offer.
Borr Drilling is contemplating to offer up to 54,347,827 new shares (the “Offer Shares”), representing 11.4 per cent of the outstanding shares of the Company. The subscription price will be USD 4.60 per share (the “Subscription Price”), raising gross proceeds of up to USD 250 million (the “Equity Offering”). The net proceeds from the Equity Offering will be used to secure financing for the acquisition of Paragon and for general corporate purposes.
The Company has retained 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 as Joint Lead Managers and Bookrunners (the “Managers”) for the Equity Offering.
Companies that are close associates of Mr. Tor Olav Trøim have agreed to subscribe for shares equivalent to USD 20 million. Ubon Partners AS, partly owned by member of the Board of Directors Fredrik Halvorsen, has agreed to subscribe for shares equivalent to USD 10 million.
The application period opens today at 16:30 CET/11:30am EST on 22 March 2018 and ends at 08:00 CET/3.00am EST on 23 March 2018. 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 23 March 2018.
The Equity Offering will be divided into two tranches. Tranche 1 will consist of up to 46,707,500 new shares (“Tranche 1”) and a tranche 2 that will consist of up to 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, 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.
Settlement of Tranche 2 is expected shortly after approval of the increase in the authorised share capital of the Company by the extraordinary general meeting to be held on or about 5 April 2018 (the “EGM”). The shares issued in Tranche 2 will be tradable after approval of a listing prospectus by the Norwegian Financial Supervisory Authority.
Completion of Tranche 1 of the Equity Offering is subject to approval by the Board of Directors pursuant to the authorised share capital, while the completion of the Tranche 2 of the Equity Offering is subject to the approval by the EGM.
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 Paragon and raise capital more quickly and, at an attractive price, compared to a rights issue.
The Equity 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.
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
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.