BORR DRILLING LIMITED – CONTEMPLATED EQUITY OFFERING OF USD 40 MILLION
Hamilton, Bermuda, 21 January 2021
With reference to the press release 19 January, Borr Drilling Limited (“Borr Drilling” or the “Company”) (NYSE and OSE: "BORR") has now received approvals from each of the creditors in connection with its liquidity improvement plan. The Company is working on definitive documentation to reflect these terms, expected to be concluded shortly. A presentation is attached to this release and available on the Company’s website.
In connection with the liquidity improvement plan, the Company intends to offer up to USD 40 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 0.05 (the “Equity Offering”). The subscription price will be set through an accelerated bookbuilding process to be conducted by the Managers (as defined below) (the "Subscription Price").
Certain investors have pre-committed to subscribe for Offer Shares in the Equity Offering in the full amount of USD 40 million. Members of the Company’s Board of Directors (the “Board”) and the Company’s executive management have pre-committed for approximately USD 3 million.
The net proceeds from the Equity Offering will be used to strengthen the Company’s working capital and for general corporate purposes. The application period opens today, on 21 January 2021, at 22:00 CET/4:00pm EST and ends at 08:00 CET/2.00am EST on 22 January 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 (i) the Board resolving to consummate the Equity Offering and allocate the Offer Shares; (ii) publication of a prospectus approved by the Financial Supervisory Authority of Norway, relating to the listing of the Offer Shares (hereinafter the “Prospectus”); and (iii) the Offer Shares, including the underlying new common shares, having been fully paid and legally issued. Each applicant acknowledges that the Equity Offering may be cancelled if the conditions are not fulfilled.
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 22 January 2021.
Settlement of the Equity Offering is expected on or about 26 January 2021, subject to the Prospectus being approved by the Norwegian Financial Supervisory Authority.
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. Subject to completion of the Equity Offering and Board approval, and depending on the market price of the Company’s depository receipts, the Company intends to carry out a subsequent offering of new depository receipts in the Company.
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” (“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, Fearnley Securities AS and Sparebank 1 Markets 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.
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.