Awilco Drilling PLC

Share Issue/Capital Change • Dec 21, 2022

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, 21(st) December 2022

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 million (the "Private Placement" or the "Offering").

The Company has received pre-subscriptions from existing shareholders amounting

to USD 4.2 million, including inter alia pre-subscriptions by Awilhelmsen

Offshore AS (currently holding 37.1% of the share capital), QVT Family Office

Fund LP (currently holding 9.8% of the share capital) and Akastor AS (currently

holding 5.6% 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 2 million at the same subscription price as the Offer

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

21(st) December 2022 (as registered in the VPS two trading days thereafter) who

were not offered Offer Shares in 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' two arbitration cases against Keppel FELS Limited to their

conclusions which is expected to take place no earlier than 2Q 2023 and 4Q 2023

for the two rigs.

The final number of Offer Shares and subscription price per Offer Share (the

"Offer Price") in the Private Placement is to be determined by the Board through

a bookbuilding process to be conducted by the Manager (as defined below).

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 21(st) December 2022 at 16:30 CET and end

on 22(nd) December 2022 at 08:00 CET. 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 22(nd) December 2022 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. Settlement of the Offer Shares is

expected to take place on a delivery versus payment (DVP) basis on or about 28

December 2022. 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").

Completion of the Private Placement is subject to (i) all necessary corporate

resolutions for consummating the Private Placement being validly made by the

Company, including without limitation relevant approvals and resolutions by the

Board, (ii) the Pre-Payment Agreement remaining unmodified and in full force and

effect 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 22(nd) December 2022.

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:

Mathis Røe, Dealrunner Clarksons Securities AS: +47 99 71 26 68

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

+47 41 40 19 37

Erik Jacobs, CEO of Awilco Drilling; Tel: +44 1224 737900

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

Erik Jacobs, CEO, 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.