BORR DRILLING LIMITED – CONTEMPLATED EQUITY OFFERING OF USD 30 MILLION

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, 27 December 2021

Reference is made to Borr Drilling Limited (the “Company”) (NYSE and OSE: “BORR”) press release of 27 December 2021 relating to the agreement to refinancing and defer $1.4 billion of debt maturities and yard instalments to 2025. As mentioned in that press release, the Company is contemplating to offer approximately USD 30 million in new depository receipts (the "Offer Shares"), representing the beneficial interests in the same number of the Company’s underlying common shares, each with a par value of USD 0.10 (the “Equity Offering”). The subscription price in the Equity Offering (the “Subscription Price”) will be set following an accelerated bookbuilding process.

Certain investors have pre-committed to subscribe for Offer Shares in the Equity Offering in the amount exceeding USD 30 million.

The net proceeds from the Equity Offering will be used for repayment to yards, to strengthen the Company’s working capital and for general corporate purposes.

The application period opens today, on 27 December 2021, at 22:00 CET/4:00pm EST and ends at 08:00 CET/2.00am EST on 28 December 2021. The Company may, in 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 at 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.

Completion of the Equity Offering is subject to the following conditions: (i) board approvals by the Singaporean yards for amendments to and refinancing of the Company's financing arrangements with the yards as described in the Offering Materials (the "Yard Refinancing Transactions"); (ii) obtaining such approvals and waivers as we deem necessary and appropriate from the Company’s other creditors, including Hayfin and DNB Bank ASA and the other lenders in the Senior Secured Facilities to enter into the amendment agreements with the yards; (iii) the Board approving the transaction; (iv) the Board resolving to consummate the Equity Offering and allocate the Offer Shares. Each applicant acknowledges that the Equity Offering may be cancelled if the conditions are not fulfilled. The Company and the Managers further reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Equity Offering. Neither the Managers nor the Company will be liable for any losses if the Equity Offering is cancelled, or the terms modified, irrespective of the reason for such cancellation or modification.

Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, with preference for existing shareholders. Notification of the allocation is expected to be sent by the Managers on or about 28 December 2021

Settlement of the Equity Offering is expected mid-January 2022, subject to fulfillment of the conditions described above.

The Offer Shares, representing the beneficial interests in the same number of common shares in the Company, will only be listed on the Oslo Stock Exchange upon issuance. No Offer Shares will be offered or sold to the public in the United States or in transactions on the NYSE. The Equity Offering will be carried out as a private placement and the Board is of the opinion that this is in the best interest of the Company and its shareholders. The Board has taken into consideration, among other things, the fact that the Equity Offering will provide necessary liquidity 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 to non-US persons 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” (“QIBs”) as defined in Rule 144A under the US Securities Act in transactions that are exempt for registration under the US Securities Act.

Clarksons Platou Securities AS, Sparebank 1 Markets AS, DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS have been retained as Joint Lead Managers and Bookrunners (together referred to as the “Managers”) to the Equity Offering.

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

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 have not been 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 under that Act.

Forward looking statements

This announcement includes forward looking statements, including statements with respect to the contemplated equity raise, the conditions to the equity raise, use of proceeds and other non-historical statements.  These forward-looking statements are subject to risks and uncertainties, including risks relating to the contemplated equity raise and whether the conditions to the equity raise will be met and other risks included in our filings with the Securities and Exchange Commission including those set forth under "Risk Factors" in our annual report on Form 20-F for the year ended December 31, 2020 and in prospectuses filed with the Norwegian Financial Supervisory Authority (FSA).