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Borr Drilling — Capital/Financing Update 2017
Oct 8, 2017
6241_iss_2017-10-08_6715c023-ff55-41f6-a87a-eb18bd0e1a54.html
Capital/Financing Update
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Borr Drilling Limited - Equity offering successfully completed
Borr Drilling Limited - Equity offering successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 9 October 2017
Reference is made to Borr Drilling Limited's ("Borr Drilling" or the "Company") stock exchange
notices dated 6 October 2017 relating to the contemplated USD 650 million equity offering to
partly finance nine jack-up rigs to be acquired from PPL Shipyard Pte Limited ("PPL").
Borr Drilling Limited is pleased to announce that the conditions precedent to the agreement with
PPL have been satisfied following the successful completion of the equity offering through the
subscription and allocation of 162,500,000 new shares (the "Offer Shares"), each at a
subscription price of USD 4.00 per share, raising gross proceeds of USD 650 million (the "Equity
Offering"). The Equity Offering was substantially oversubscribed. Borr Drilling and PPL will
proceed with the sale and purchase of the nine jack-up rigs.
ABG Sundal Collier ASA, Clarksons Platou Securities AS, DNB Markets, a part of DNB Bank ASA,
Fearnley Securities AS, Pareto Securities AS, Skandinaviska Enskilda Banken AB (publ.), Oslo
branch and Sparebank 1 Markets AS acted as Joint Lead Managers and Bookrunners (the
"Managers") for the Equity Offering.
Schlumberger Oilfield Holdings Limited ("Schlumberger") and companies associated with Mr Tor
Olav Trøim have, based on pre- subscription agreements, been allocated a participation in the
Equity Offering in the amount of USD 50 million and USD 25 million, respectively.
Borr Drilling and Schlumberger have also cancelled the existing warrant program consisting of
9,473,774 warrants.
Notification of the allocation is expected to be sent by the Managers today. Payment and delivery
of allocated new shares to the investors is expected to take place on 11 October 2017. The new
shares will be issued on a separate ISIN and listed on Merkur Market on or about 11 October
2017. These shares are expected to be converted to the Company's original ISIN number and be
listed and tradable on Oslo Børs on or about 20 October 2017, subject to approval of a listing
prospectus (the "Prospectus") by the Norwegian Financial Supervisory Authority ("NFSA").
Following completion of the Equity Offering, the Company's outstanding and issued share capital
will increase by USD 1,625,000 to USD 4,782,925, divided on 478,292,500 shares with a nominal
value of USD 0.01 per share.
This information is subject to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
About Borr Drilling
Borr Drilling is an international drilling contractor that owns and operates jack-up rigs of modern
and high-specification designs providing drilling services to the oil and gas exploration and
production industry worldwide in water depths up to approximately 400 feet. With a low cost
base, a strong and experienced organisational culture, combined with a unique capital structure,
Borr Drilling is built to make a difference.
Additional information about Borr Drilling can be found at www.borrdrilling.com.
Questions should be directed to:
Simon Johnson, Chief Executive Officer
Phone: + 971 4 448 7501
Rune Magnus Lundetræ, Deputy CEO and Chief Financial Officer
Phone: +47 23 48 30 00
Important Note
This announcement is not being made in or into the United States of America, Canada, Australia,
Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This
distribution does not constitute or form part of an offer or solicitation of an offer to purchase or
subscribe for securities in the United States. The shares referred to herein will not be registered
under the United States Securities Act of 1933, as amended, and may not be offered or sold in
the United States, except pursuant to an applicable exemption from registration.
Forward looking statements
This distribution may be deemed to include forward-looking statements, such as the intention to
issue the Offer Shares, the terms of the Equity Offering and the use of proceeds of the Offer
Shares. Forward-looking statements are typically identified by words or phrases, such as
"expect", "intends", "will" and similar expressions. Forward-looking statements are the
Company's current estimates or expectations of future events or future results. Actual results
could differ materially from those indicated by these statements because the realisation of those
results is subject to many risks and uncertainties, including market and financial risks. All
forward-looking statements included in this release are based on information available at the time
of the release, and neither the Company nor the Managers assume any obligation to update any
forward-looking statement.