Awilco Drilling PLC

Share Issue/Capital Change • Sep 6, 2023

Awilco Drilling Plc: Final result of Subsequent Offering

Awilco Drilling Plc: Final result of Subsequent Offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR

HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD

BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT

DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Aberdeen, 6 September 2023

Reference is made to the stock exchange notice from Awilco Drilling Plc ("Awilco

Drilling" or the "Company") on 22 August 2023 regarding the subsequent offering

(the "Subsequent Offering") of up to 469,400 new sponsored Norwegian depository

receipts (the "Offer Shares") at a subscription price of NOK 9 per Offer Share

(the "Offer Price").

The subscription period for the Subsequent Offering ended on 5 September 2023 at

16:30 CEST. By the end of the subscription period, the Company had received

valid subscriptions for 60,673 Offer Shares in the Subsequent Offering. As

agreed in the underwriting agreement, Awilhelmsen Offshore AS has been allocated

272,485 shares and QVT Family Office Fund LP has been allocated 136,242 shares.

The board of the Company has today resolved that a total of 469,400 Offer Shares

will be allocated at the Offer Price in accordance with the allocation criteria

set out in the shareholders letter, raising gross proceeds of the NOK equivalent

of USD 392,723.

The subscribers who are allocated Offer Shares will receive information

confirming the number of Offer Shares allocated and the corresponding amount to

be paid by each subscriber. Investors that are allocated Offer Shares can access

information on the number of allocated Offer Shares through VPS on or about 7

September 2023. Payment for the Offer Shares allocated in the Subsequent

Offering will be done through debit of the subscribers' bank account. Such debit

is expected to be completed on or about 11 September 2023. Subject to full

payment having been received from all subscribers, the Offer Shares are expected

to be delivered to the VPS accounts of the subscribers on or about 14 September

The subscribers for Offer Shares in the Subsequent Offering will receive one

non- transferable warrant for each allocated Offer Share (the "Warrant"). The

Company will issue 469,400 Warrants to the subscribers of the Subsequent

Offering.

Each Warrant will give the investor the right, but not the obligation, to

subscribe for one sponsored Norwegian depository receipt at a price of NOK 1 per

sponsored Norwegian depository receipt, subject to the Company undertaking a

prior reduction of capital (or otherwise taking steps in accordance with

applicable law) to reduce the nominal value of its shares below the GBP

equivalent of NOK 1 per share. The Warrants may be exercised by the holders, in

full or in part, from 1 January 2024 until the later of (A) 1 February 2024 and

(B) the date three months after the arbitral tribunal has issued a final award

in the Rig 2 case against Keppel FELS Limited and either (A) the latest deadline

for filing an appeal or challenge against such final award has expired without

an appeal or challenge being made or (B) a final and non-appealable ruling has

been made by the relevant court in respect of such appeal or challenge (the

"Exercise Period"). Warrants that are not exercised during the Exercise Period

will have no value and will lapse without compensation to the holder. The

Warrants are non-transferable and will not be registered in the VPS. The

Warrants are created by way of a warrant deed executed by the Company (the

"Warrant Deed") which is attached to the shareholder letter available on the

Company's website (https://awilcodrilling.com/shareholders/).

Clarksons Securites AS is acting as sole manager of the Subsequent Offering and

Nordic Issuer Services AS is acting as settlement agent for the Subsequent

Offering. Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to

Awilco Drilling.

For further information about the Subsequent Offering please contact:

Truls Chr. Trøan, Head of Investment Banking, Clarksons Securities AS:

+47 41 40 19 37

Erik Jacobs, CEO of Awilco Drilling; Tel: +47 95 29 22 71

Cathrine Haavind, Investor Relations of Awilco Drilling; Email:

ch@awilcodrilling.com, Tel: +47 93 42 84 64

Important information

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan Hong Kong or the United

States (including its territories and possessions, any state of the United

States and the District of Columbia). It is issued for information purposes only

and does not constitute or form part of any offer or solicitation to purchase or

subscribe for securities, in the United States or in any other jurisdiction. The

securities mentioned herein have not been, and will not be, registered under the

United States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. Awilco

Drilling does not intend to register any portion of any offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or

the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means (EU) 2017/1129 of the European Parliament and of the Council,

of 14 June 2017, as amended Regulation, on the prospectus to be published when

securities are offered to the public (together with any applicable implementing

measures in any EEA Member State).

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

The issue, subscription or purchase of securities in Awilco Drilling is subject

to specific legal or regulatory restrictions in certain jurisdictions. Neither

Awilco Drilling nor the Manager assumes any responsibility in the event there is

a violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this release comes should inform themselves about and observe any such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

The Manager is acting for Awilco Drilling and no one else in connection with the

potential Subsequent Offering in the Company and will not be responsible to

anyone other than the Company providing the protections afforded to their

respective clients or for providing advice in relation to the Subsequent

Offering and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect Awilco Drilling's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.