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Dolphin Drilling AS

Share Issue/Capital Change Sep 8, 2025

3582_rns_2025-09-08_68ffc0e8-802b-42bb-8ece-f4af2771a27e.html

Share Issue/Capital Change

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DOLPHIN DRILLING AS FINAL RESULTS OF THE SUBSEQUENT OFFERING

DOLPHIN DRILLING AS FINAL RESULTS OF THE SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR

THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION

OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN

OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 8 September 2025: Reference is made to the stock exchange announcement

made by Dolphin Drilling AS (the "Company") on 5 September 2025 regarding the

preliminary result of the subsequent offering (the "Subsequent Offering") of

up to 27,803,642,659 new shares in the Company (the "Offer Shares") at a

subscription price of NOK 0.01 per share. The terms of the Subsequent Offering

are set out in the prospectus dated 25 August 2025, as supplemented by the

prospectus supplement dated 3 September 2025 (the "Prospectus").

The subscription period for the Subsequent Offering expired on 5 September

2025, at 16:30 CEST.

By the end of the subscription period, the Company had received valid

subscriptions for 433,208,698 Offer Shares in the Subsequent Offering. The

Company's board of directors has today resolved to allocate a total of

433,208,698 Offer Shares to the subscribers in the Subsequent Offering, in

accordance with the allocation criteria set out in the Prospectus.

Notifications of allocation of Offer Shares and the corresponding subscription

amount to be paid by each subscriber are expected to be distributed by the

Managers (as defined below) on or around 8 September 2025. Payment for the

Offer Shares is due on 10 September 2025. Provided that payment has been

received from the subscribers, the share capital increase relating to the

Subsequent Offering is expected to be registered with the Norwegian Register

of Business Enterprises on or around 15 September 2025. The Offer Shares will

thereafter be delivered to the subscribers' respective VPS accounts, expected

on or around 16 September 2025. The first day of trading of the Offer Shares

on Euronext Growth Oslo is expected on or around 16 September 2025. The

Managers may be contacted for information regarding allocation, payment and

delivery of Offer Shares.

Following the registration of the share capital increase pertaining to the

issuance of the 433,208,698 Offer Shares with the Norwegian Register of

Business Enterprises, the Company's issued share capital will be NOK

326,324,779.47 divided on 32,632,477,947 shares, each with a par value of NOK

0.01. A separate announcement will be made when the share capital increase has

been registered.

Advisors

Arctic Securities AS, Clarksons Securities AS and DNB Carnegie, a part of DNB

Bank ASA (the "Managers") act as joint global coordinators and joint

bookrunners in the Subsequent Offering. Wikborg Rein Advokatfirma AS serves as

legal counsel to the Company.

*****

For further information, please contact:

Ingolf Gillesdal, CFO

Mob: +47 920 45 320

Mail: [email protected]

About Dolphin Drilling AS:

Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which

owns and operates a fleet of harsh environment mid-water & deep-water

semisubmersible drilling rigs, capable of working worldwide.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. None of the Managers or any of their respective

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any

information has been omitted from the announcement) or any other information

relating to the Company, its subsidiaries or associated companies, whether

written, oral or in a visual or electronic form, and howsoever transmitted or

made available, or for any loss howsoever arising from any use of this

announcement or its contents or otherwise arising in connection therewith.

This announcement has been prepared by and is the sole responsibility of the

Company.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories

and possessions, any State of the United States and the District of Columbia),

Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement

may be restricted by law in certain jurisdictions and persons into whose

possession any document or other information referred to herein should inform

themselves about and observe any such restriction. Any failure to comply with

these restrictions may constitute a violation of the securities laws of any

such jurisdiction.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in

the United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes

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

14 June 2017 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State).

Any offering of the securities referred to in this announcement will be made

by means of the Prospectus. Investors in the Subsequent Offering should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the Prospectus. Copies of the Prospectus are

available in the Company's registered office and, subject to certain

exceptions, on the websites of the Managers. In any EEA Member State other

than Norway, this communication is only addressed to and is only directed at

qualified investors in that Member State within the meaning of the EU

Prospectus Regulation, i.e. only to investors who can receive the offer

without an approved prospectus in such EEA Member State.

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

persons in the United Kingdom that are "qualified investors" within the

meaning of the EU Prospectus Regulation as it forms part of English law by

virtue of the European Union (Withdrawal) Act 2018 and 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 to relevant persons and will only be

conducted with relevant persons. Persons distributing this communication must

satisfy themselves that it is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The

Managers and their respective affiliates are acting exclusively for the

Company and no one else in connection with the Subsequent Offering. They will

not regard any other person as their respective clients in relation to the

Subsequent Offering and will not be responsible to anyone other than the

Company, for providing the protections afforded to their respective clients,

nor for providing advice in relation to the Subsequent Offering, the contents

of this announcement or any transaction, arrangement or other matter referred

to herein.

In connection with the Subsequent Offering, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may

subscribe for or purchase shares and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such shares

and other securities of the Company or related investments in connection with

the Subsequent Offering or otherwise. Accordingly, references in the

Prospectus to the shares being issued, offered, subscribed, acquired, placed

or otherwise dealt in should be read as including any issue or offer to, or

subscription, acquisition, placing or dealing by, such Managers and any of

their respective affiliates acting as investors for their own accounts. The

Managers do not intend to disclose the extent of any such investment or

transactions otherwise than in accordance with any legal or regulatory

obligations to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "aim", "expect",

"anticipate", "intend", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies, and other important

factors which are difficult or impossible to predict and are beyond its

control. Such risks, uncertainties, contingencies, and other important factors

could cause actual events to differ materially from the expectations expressed

or implied in this release by such forward-looking statements. Forward-looking

statements speak only as of the date they are made and cannot be relied upon

as a guide to future performance. The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained

in this announcement speak only as at its date and are subject to change

without notice.

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2025-09-08 16:32 CEST.

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