Awilco Drilling PLC

Share Issue/Capital Change • Mar 11, 2019

Awilco Drilling PLC: Private placement successfully completed

Awilco Drilling PLC: Private placement successfully completed

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.

11 March 2019

Reference is made to the stock exchange release by Awilco Drilling PLC (the

"Company", ticker AWDR) on 8 March 2019 regarding a contemplated private

placement (the "Private Placement") of new shares in the Company.

The Company is pleased to announce that the Private Placement was successfully

placed, raising gross proceeds of approximately USD 20 million (NOK

176,490,000) through the allocation of 5,550,000 shares (the "New Shares") at a

subscription price of NOK 31.80 per share (equal to the closing share price on

8 March 2019). The Private Placement was well oversubscribed. The allocation and

completion of the Private Placement has been resolved by the Company's Board of

Directors in reliance on an authorisation given by the Company's general

meeting. Allocation notices will be distributed to the investors on 11 March

ABG Sundal Collier ASA, Fearnley Securities AS and Clarksons Platou Securities

AS acted as joint-lead managers and joint bookrunners in the Private Placement.

Awilhelmsen Offshore AS has been allocated 2,320,876 shares in the Private

Placement. After completion of the Private Placement, Awilhelmsen Offshore AS

will own 20,240,814 shares in the Company (37.08% of shares outstanding

following the Private Placement). Awilhelmsen Offshore AS is represented on the

Board of Directors of the Company through Sigurd E. Thorvildsen and Henrik

Fougner. Accounts related to QVT Financial LP have been allocated 534,988 shares

in the Private Placement. After completion of the Private Placement, accounts

related to QVT Financial LP will own 4,665,895 shares in the Company (8.55% of

shares outstanding following the Private Placement). QVT Financial LP is

represented on the Board of Directors of the Company through Daniel Gold.

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 Børs. The shares delivered to the

subscribers will thus be tradable on Oslo Børs upon allocation from 11 March

2019. The Managers will settle the share loan with the New Shares which will be

delivered to Awilhelmsen Offshore AS on a separate VPS account blocked in favour

of the Managers. The blocking of the VPS account will be lifted and the New

Shares will be tradable on Oslo Børs once a listing prospectus has been approved

by the Financial Supervisory Authority of Norway, expected in May 2019.

Through the issuance of the New Shares, the share capital will be increased by

GBP 36,075.00 to GBP 354,779.75 and the number of shares will increase from

49,031,500 to 54,581,500. The Company's share capital following the Private

Placement will be GBP 354,779.75 divided into 54,581,500 shares, each with a

nominal value of GBP 0.0065.

In connection with the Private Placement, the Board of Directors resolved 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 Board of Directors intends to carry out a subsequent offering of up to

800,000 new shares (the "Subsequent Offering"). The Subsequent Offering will be

directed towards shareholders in the Company as of close of trading on 8 March

2019, as registered in the VPS on 12 March 2019 (the "Record Date") who were not

allocated shares 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 may issue a separate stock exchange

notice with further information about the participation in the Subsequent

Offering in due course.

For further information, please contact:

Cathrine Haavind, IR Manager

Phone: +47 93 42 84 64

Email: ch@awilcodrilling.com

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.