Borr Drilling Limited – Equity offering successfully completed

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.

Hamilton, Bermuda, 21 May 2020

Reference is made to Borr Drilling Limited's ("Borr Drilling" or the "Company") stock exchange notice dated 20 May 2020 relating to the contemplated equity offering of up to USD 30 million (the “Equity Offering”).

Borr Drilling Limited is pleased to announce the successful completion of the Equity Offering through the subscription and allocation of 46,153,846 new depositary receipts (the "Offer Shares"), representing the beneficial interests in the same number of the Company’s underlying common shares, each at a subscription price of USD 0.65 per share (equivalent to NOK 6.45 per share), raising gross proceeds of USD 30 million. The Subscription Price was set by the Board of Directors of the Company after an accelerated book building process conducted by the Managers (defined below). The Equity Offering was substantially oversubscribed.

Clarksons Platou Securities AS acted as Global Coordinator and Bookrunner and Fearnley Securities AS and Pareto Securities AS acted as Joint Lead Managers and Bookrunners (together referred to as the "Managers") for the Equity Offering.

Final completion of the Equity Offering is subject to, (i) the approval by the Special General Meeting (“SGM”) to be held on 4 June 2020 of the increase of the Company’s authorized share capital, (ii) approval from secured lenders of amendments to facilities, including amortization and interest deferrals and financial covenant amendments and reaching final agreement with one its yards to defer certain yard commitments for total liquidity improvement of USD 315 million to Q1 2022, (iii) the Company’s board resolving to consummate the Equity Offering and allocate the Offer Shares, and (iv) the Offer Shares including the new common shares having been fully paid and legally issued. Each applicant acknowledges that the Equity Offering will be cancelled if the conditions are not fulfilled.

The date for settlement of the Equity Offering is expected to be on or about 5 June 2020 (the “Settlement Date”). The Offer Shares, representing the beneficial interests in the same number of common shares in the Company, will only be listed on the OSE. No Offer Shares will be offered or sold in transactions on the NYSE.

The Offer Shares, each representing the beneficial interest to one underlying common share in the Company, will be settled by: (i) utilizing new depositary receipts under the 20% EEA prospectus listing exception; (ii) utilizing existing and unencumbered depositary receipts in the Company in excess of those covered by (i), that are already listed on the OSE, pursuant to a swap agreement between the Global Coordinator, the Company, Schlumberger Oilfield Holdings Ltd., Magni Partners (Bermuda) Ltd., and Drew Holdings Ltd. (the “Swap Agreement”); and (iii) obtaining the acceptance from some of the Investors in the Equity Offering to receive and hold unlisted Offer Shares, registered on a separate ISIN, pending the approval of a listing prospectus, for the Offer Shares in excess of those covered by (i), by the Norwegian Financial Supervisory Authority (the “NFSA”), expected to take place early July 2020. The Global Coordinator will settle the Swap Agreement through the issuance of unlisted Offer Shares to Schlumberger Oilfield Holdings Ltd., Magni Partners (Bermuda) Ltd., and Drew Holdings Ltd., which also will be placed on a separate ISIN pending publication of the listing prospectus approved by the NFSA, cf. (iii) above. 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.

Following completion of the Equity Offering, the Company's outstanding and issued share capital will increase by USD 2,307,692 to USD 7,921,596, divided on 158,431,191 shares with a nominal value of USD 0.05 per share.

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

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 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.