Borr Drilling Limited – Increase in share capital
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, 5 June 2020
Reference is made to Borr Drilling Limited's ("Borr Drilling" or the "Company") (OSE: BDRILL, NYSE: BORR) stock exchange announcements of 5 June 2020 relating to the approval from secured lenders of amendments to facilities and the agreement with one its yards to defer certain yard commitments; the Special General Meeting approving the increase of the Company’s authorized share capital; and the issuance of 46,153,846 new depository receipts (the “Offer Shares”), each representing the beneficial interest to one underlying common share in the Company, as well as the stock exchange announcement of 21 May 2020 relating to the completed equity offering of USD 30 million (the “Equity Offering”). Borr Drilling is pleased to announce that all conditions precedent to the settlement of the Equity Offering have been fulfilled.
The Company’s issued share capital has been increased by USD 2,307,692 to USD 7,921,596, divided into 158,431,911 common shares each with a nominal value of USD 0.05 per common share.
The Offer Shares, each representing the beneficial interest to one underlying common share in the Company, will be settled by: (i) delivery of new depository receipts under the 20% EEA prospectus listing exception; (ii) delivery of existing and unencumbered depository receipts in the Company in excess of those covered by (i), that are already listed on the Oslo Stock Exchange (“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 in early July 2020. As a consequence of the above, the Company will issue a total of 27,759,094 depository receipts that will be placed on a separate ISIN BMG1466R1328 pending the approval of the listing prospectus by the NFSA, which also will include the unlisted Offer Shares used as consideration under the Swap Agreement.
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.
The date for settlement of the Equity Offering will be on 5 June 2020 (the “Settlement Date”). The Offer Shares, representing the beneficial interests in the same number of common shares in the Company, will be listed on the OSE.
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.
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.