Awilco Drilling PLC

Share Issue/Capital Change • Jun 29, 2023

Awilco Drilling PLC: Contemplated Private Placement

Awilco Drilling PLC: Contemplated Private Placement

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, 29th June 2023

Awilco Drilling Plc ("Awilco Drilling" or the "Company") is contemplating a

private placement of new Sponsored Norwegian Depository Receipts (the "Offer

Shares" or "New Shares") raising gross proceeds up to the NOK equivalent of up

to USD 8.1 million (the "Private Placement" or the "Offering").

The Company has received pre-subscriptions from existing shareholders amounting

to USD 6.8 million, including inter alia pre-subscriptions by Awilhelmsen

Offshore AS (currently holding 50.5% of the share capital), QVT Family Office

Fund LP (currently holding 22.9% of the share capital) and Akastor AS (currently

holding 6.8% of the share capital).

The Board of Directors (the "Board") intends to conduct, subject to completion

of the Private Placement and certain other conditions, a subsequent offering of

new Sponsored Norwegian Depository Receipts raising gross proceeds of the NOK

equivalent of up to USD 0.4 million at the same subscription price as the Offer

Price in the Private Placement to existing shareholders in the Company as of

29th June 2023 (as registered in the VPS two trading days thereafter) who were

not wall-crossed in connection with the Private Placement and are not resident

in a jurisdiction where such offering would be unlawful or would (in

jurisdictions other than Norway) require any prospectus, filing, registration or

similar action (the "Subsequent Offering"). Non-tradable subscription rights

will be awarded. Completion of a Subsequent Offering is subject to approval by

the Board, and the Board may at its discretion decide not to proceed with or

cancel any Subsequent Offering. The subsequent offering is expected to be fully

guaranteed by Awilhelmsen Offshore AS and QVT Family Office Fund LP.

The net proceeds from the Private Placement will be used to finance Awilco

Drillings' remaining arbitration case concerning Rig 2 against Keppel FELS

Limited to its conclusion which is expected to take place no earlier than

4Q 2023 or 1Q 2024.

The subscription price per Offer Share will be NOK 9 (the "Offer Price").

Awilco Drilling has engaged Clarksons Securities AS as financial advisor which

will act as Sole Manager and Bookrunner (the "Manager") in connection with the

Private Placement.

The Private Placement will be directed towards certain Norwegian and

international institutional 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 "U.S. Securities Act") and

(ii) in the United States to investors that are either "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the US Securities Act or to

"major U.S. institutional investors, as defined in SEC Rule 15a-6 to the United

States Exchange Act of 1934. The minimum application and allocation amount has

been set to the NOK equivalent of EUR 100,000, provided that Awilco Drilling

reserves the right to, at its sole discretion; allocate lower amounts to the

extent applicable exemptions from the prospectus requirements set forth in

Regulation (EU) 2017/1129 on prospectuses for securities and ancillary

regulations are available.

The bookbuilding period will start on 29th June 2023 at 16:30 CEST and end on

30th June 2023 at 08:00 CEST. Awilco Drilling reserves the right to at any time

and in its sole discretion resolve to close or extend the bookbuilding period.

If the bookbuilding period is shortened or extended, any other dates referred to

herein may be amended accordingly. Allocation of New Shares will be determined

on or about 30th June 2023 by the Board at its sole discretion and in

consultation with the Manager. The Board will give preference to existing

shareholders and pre-sounded investors. Other allocation criteria may include

pre-subscription, order size, timeliness of the order, sector knowledge,

investment history, perceived investor quality and appliable selling

restrictions in the Private Placement.

The Private Placement is structured in two tranches as follows: (i) a tranche 1

consisting of up to 6,846,350 Offer Shares ("Tranche 1") which equals the number

of shares the Board may issue based on the current outstanding authorisation to

issue new shares granted by the Company's extraordinary general meeting on 8th

December 2022, and (ii) a tranche 2 consisting of a number of Offer Shares up to

the remaining 2,833,690 Offer Shares ("Tranche 2") in order to raise gross

proceeds of up to the NOK equivalent of USD 8.1 million through the Private

Placement.

Completion of Tranche 1 is subject to (i) the necessary corporate resolutions by

the Board required to consummate Tranche 1 of the Private Placement including

final approval by the Board of Tranche 1 and allocation and issuance of the

Offer Shares in Tranche 1, (ii) the Pre-Payment Agreement (as defined below)

remaining unmodified and in full force and effect and (iii) the Offer Shares

having been fully paid and legally issued and delivered in VPS.

Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) the

extraordinary general meeting of the Company (expected to be held on or about

20th July 2023) (the "EGM") resolving to grant the Board a new authority to

issue shares and (iii) the Offer Shares having been fully paid and legally

issued and delivered in VPS.

The Company will announce the number of Offer Shares to be issued and allocated

in the Private Placement through a stock exchange notice expected to be

published on 30th June 2023.

Settlement of the Offer Shares in Tranche 1 is expected to take place on a

delivery versus payment (DVP) basis on or about 4th July 2023. DVP settlement of

the Offer Shares is expected to be facilitated by a pre-payment agreement

between the Company and the Manager (the "Pre-Payment Agreement"). Settlement of

the Offer Shares in Tranche 2 is subject to approval by the EGM which will be

called shortly after closing of Tranche 1 of the Private Placement and are

expected to be delivered, subject to timely fulfilment of the conditions set out

above, on or about 24th July 2023.

Warrants: Subject to (i) completion of the Private Placement; and (ii) the EGM's

approval of a new authority for the Board to issue shares and grant rights to

subscribe for shares on a non- pre-emptive basis, each investor will be granted

one (1) warrant for every Depository Receipt subscribed for, allocated and paid

for in the Private Placement or the Subsequent Offering (the "Warrant"). Each

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

for one Depository Receipt at a price of NOK 1 per 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 granted in

connection with the Private Placement or the Subsequent Offering, as the case

maybe, 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 will be created by way of a warrant

deed executed by the Company (the "Warrant Deed"). By subscribing for Offer

Shares, applicants will agree to be bound by the Warrant Deed. A copy of the

fully executed Warrant Deed will be sent to all applicants who are allocated

Offer Shares in the Private Placement or the Subsequent Offering after

completion of the Private Placement or the Subsequent Offering (as applicable).

The Warrant Deed is governed by English law and is subject to the exclusive

jurisdiction of the courts of England and Wales. Any holder of Warrants may

exercise such Warrants by written notice to the Company in the form attached to

the Warrant Deed. In order to be valid, the notice must have been received by

the Company during the Exercise Period. Any Depositary Receipts arising from the

exercise of the Warrants will only be issued following the expiry of the

Exercise Period.  If the Company does not undertake a reduction of capital (or

otherwise take steps in accordance with applicable law) to reduce the nominal

value of its shares below the GBP equivalent of NOK 1 per share prior to the

expiry of the Exercise Period, the exercise price for the Warrants shall be NOK

9 per Depositary Receipt...

The Company has considered the Private Placement in light of the equal treatment

obligations under the rules on equal treatment under Euronext Growth Rule Book

II and Oslo Børs' Guidelines for equal treatment and is of the opinion that the

contemplated Private Placement is in compliance with these requirements. The

Company is in urgent need of new capital, and the delays involved in conducting

a rights offering would leave the Company without the required funding for a

sustained period. Further, the Board intends to carry out the Subsequent

Offering following completion of the Private Placement that, if carried out, is

expected to allow existing shareholders who are not offered to participate in

the Private Placement the opportunity to maintain their pro rata ownership. As a

consequence of the Private Placement structure, the shareholders' preferential

rights to subscribe for the New Shares will be deviated from.

Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco

Drilling.

For further information about the Private Placement 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; Tel: +47 93 42 84 64

The information in this announcement is considered to be inside information

pursuant to the EU Market Abuse Regulation for Awilco Drilling. This information

is subject to the disclosure requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act. This stock exchange notice was published by

Cathrine Haavind, Investor Relations, on the time and date provided.

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 Private Placement 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 Private Placement 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.