Awilco Drilling PLC

Share Issue/Capital Change • Feb 27, 2018

Awilco Drilling PLC: Contemplated private placement

Awilco Drilling PLC: Contemplated private placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.

Awilco Drilling PLC (the "Company") is contemplating a private placement of new

shares with gross proceeds in the amount of USD 65 million directed towards

Norwegian and international investors (the "Private Placement"), subject to

applicable exemptions from relevant registration, filing and prospectus

requirements. ABG Sundal Collier ASA, Arctic Securities AS, and Fearnley

Securities AS have been retained as managers (the "Managers") for the Private

Placement. An investor presentation prepared for the Private Placement is

attached hereto.

The subscription price will be fixed at NOK 29 per share. The net proceeds from

the Private Placement will be used to part finance the equity requirement for

the building of a new semisubmersible drilling rig for harsh environment use, to

be built by the premium yard KeppelFELS in Singapore at a price of approximately

USD 425 million, and with planned delivery in 2021. In connection with entering

into a Letter of Intent for such newbuilding, the Company has negotiated options

to build up to three additional rigs of similar design, such options to be

independent of each other.

The Company has received significant indications of interest to participate in

the Private Placement and the Private Placement is fully covered. Pre-

subscriptions from the existing shareholders amount to approximately USD 40

million, including inter alia pre-subscription by Awilhelmsen Offshore AS

(currently holding 43.3% of the capital), FVP Master Fund LP (currently holding

19.4% of the capital) and QVT Financial LP (currently holding 6.4% of the

capital). In addition, Akastor ASA has undertaken to subscribe for shares in an

amount of USD 10 million and will receive full allocation for this amount.

Following a market sounding, significant additional subscriptions have been

received. As a consequence, only existing shareholders of the Company can expect

to receive allocations in the Private Placement from subscriptions following

this announcement.

The application period for the Private Placement will commence today, 27

February 2018 at 16:30 CET and close on 28 February 2018 at 08:00 CET (the

"Application Period"). The Company, together with the Managers, may at their own

discretion, extend or shorten the Application Period at any time and for any

reason. The minimum order in the Private Placement has been set to the number of

shares that equals an aggregate purchase price of the NOK equivalent of EUR

100,000. The Company may, at its sole discretion, allocate an amount below EUR

100,000 to the extent applicable exemptions from the prospectus requirement

pursuant to applicable regulations, including the Norwegian Securities Trading

Act and ancillary regulations, are available.

In connection with the Private Placement, the Board of Directors of the Company

has proposed to set aside the pre-emptive rights of the existing shareholders.

The Board of Directors considers this to be in the best interests of the Company

and the shareholders since it allows the Company to raise capital more

efficiently, at a lower discount and with lower transaction costs than in a

rights offering.

The allocation of shares in the Private Placement will be made at the discretion

of the Company's Board of Directors in consultation with the Managers.

Completion of the Private Placement is subject to (i) approval by the Board of

Directors of the Company and (ii) approval by an extraordinary general meeting

of the Company (the "EGM"). The EGM is expected to be held on or about 26 March

The Company and the Managers will enter into a share lending agreement with

Awilhelmsen Offshore AS in order to facilitate delivery of the shares allocated

in the Private Placement on a delivery versus payment basis. As a result, the

Private Placement will be settled with existing and unencumbered shares in the

Company that are already listed on Oslo Axess. The shares delivered to the

subscribers will thus be tradable on Oslo Axess upon delivery.

The Managers will settle the share loan with new shares in the Company to be

issued following approval by the EGM (the "New Shares"). The New Shares

delivered to Awilhelmsen Offshore AS will be issued on a separate ISIN and will

not be tradable on Oslo Axess until a listing prospectus has been approved by

the Financial Supervisory Authority of Norway, expected in April 2018.

Subject to completion of the Private Placement, the Board of Directors intends

to carry out a subsequent offering of new shares (the "Subsequent Offering").

The Subsequent Offering will be directed towards shareholders in the Company as

of close of trading today, 27 February 2018, as registered in the VPS on 1 March

2018 (the "Record Date") who were not offered to participate in the Private

Placement, and who are not resident in a jurisdiction where such offering would

be unlawful, or would (in a jurisdiction other than Norway) require any

prospectus filing, registration or similar action ("Eligible Shareholders").

Eligible Shareholders will receive non-transferable subscription rights based on

their shareholding as of the Record Date. The subscription rights will give

Eligible Shareholders a preferential right to subscribe for and be allocated

shares in the Subsequent Offering. The subscription price in the Subsequent

Offering will be equal to the subscription price in the Private Placement. The

Company will issue a separate stock exchange notice with further information

about the participation in the Subsequent Offering if and when finally resolved.

For further information, please contact:

Jon Oliver Bryce, CEO

Phone +44 1224 737900

Cathrine Haavind, IR Manager

Phone: +47 93 42 84 64

Email: ch@awilcodrilling.com

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Important information:

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

or indirectly, in or into Australia, Canada, Japan or the United States

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

the District of Columbia) or any other jurisdiction in which the release,

publication or distribution would be unlawful. This release is an announcement

issued pursuant to legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of the Norwegian Securities

Trading Act. 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. The

Company does not intend to register any portion of the 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 or the United

States. The issue, exercise, purchase or sale of subscription rights and the

subscription or purchase of shares in the Company are subject to specific legal

or regulatory restrictions in certain jurisdictions. Neither the Company 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 are acting for the Company and no one else in

connection with the Private Placement and will not be responsible to anyone

other than the Company for 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 the Company'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.