Borr Drilling — Capital/Financing Update 2018

Mar 22, 2018

Borr Drilling Limited (BDRILL) - Contemplated Equity Offering of up to USD 250 million

Borr Drilling Limited (BDRILL) - Contemplated Equity Offering of up to USD 250 million

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

INDIRECTLY, IN OR INTO 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, 22 March 2018

Reference is made to the stock exchange notice dated 22 February 2018 from Borr

Drilling Limited ("Borr Drilling" or the "Company") related to the binding

tender agreement to offer to purchase all outstanding shares in Paragon Offshore

Limited ("Paragon") (the "Tender Offer"). As announced by the Company on 27

February 2018, the offer period for the Tender Offer expires on 24 March 2018

and the Tender Offer is expected to close on or about 27 March 2018, subject to

satisfactory fulfilment or waiver of the conditions to the Tender Offer.

Borr Drilling is contemplating to offer up to 54,347,827 new shares (the "Offer

Shares"), representing 11.4 per cent of the outstanding shares of the Company.

The subscription price will be USD 4.60 per share (the "Subscription Price"),

raising gross proceeds of up to USD 250 million (the "Equity Offering"). The net

proceeds from the Equity Offering will be used to secure financing for the

acquisition of Paragon and for general corporate purposes.

The Company has retained ABG Sundal Collier ASA, Clarksons Platou Securities AS,

Danske Bank, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS,

Skandinaviska Enskilda Banken AB (publ.) Oslo branch and Pareto Securities AS as

Joint Lead Managers and Bookrunners (the "Managers") for the Equity Offering.

Companies that are close associates of Mr. Tor Olav Trøim have agreed to

subscribe for shares equivalent to USD 20 million. Ubon Partners AS, partly

owned by member of the Board of Directors Fredrik Halvorsen, has agreed to

subscribe for shares equivalent to USD 10 million.

The application period opens today at 16:30 CET/11:30am EST on 22 March 2018 and

ends at 08:00 CET/3.00am EST on 23 March 2018. The Company may at its own

discretion extend or shorten the application period at any time and for any

reason.

The minimum application and allocation amount in the Equity Offering has been

set to the USD 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 relevant prospectus and registration requirements are available.

Allocation of the Offer Shares will be determined at the end of the application

period, and final allocation will be made by the Company's Board of Directors at

its sole discretion. Notification of the allocation is expected to be sent by

the Managers on or about 23 March 2018.

The Equity Offering will be divided into two tranches. Tranche 1 will consist of

up to 46,707,500 new shares ("Tranche 1") and a tranche 2 that will consist of

up to 7,640,327 new shares ("Tranche 2"). All subscribers that are allocated

shares, excluding companies that are close associates of Mr. Tor Olav Trøim and

Ubon Partners AS, will receive shares that have equal settlement as Tranche 1 of

the Equity Offering and the Company, companies that are close associates of Mr.

Tor Olav Trøim and the Managers may enter into a share-lending agreement to

enable such settlement.

The date for settlement of Tranche 1 of the Equity Offering is expected to be on

or about 27 March 2018 (the "Settlement Date"). The Offer Shares in Tranche 1

are tradable on the Settlement Date.

Settlement of Tranche 2 is expected shortly after approval of the increase in

the authorised share capital of the Company by the extraordinary general meeting

to be held on or about 5 April 2018 (the "EGM"). The shares issued in Tranche 2

will be tradable after approval of a listing prospectus by the Norwegian

Financial Supervisory Authority.

Completion of Tranche 1 of the Equity Offering is subject to approval by the

Board of Directors pursuant to the authorised share capital, while the

completion of the Tranche 2 of the Equity Offering is subject to the approval by

the EGM.

The Company and the Managers reserve the right, at any time and for any reason,

to cancel and/or modify the terms of the Equity Offering.

The share issuance will be carried out as a private placement and the Board of

Directors of the Company is of the opinion that this is in the best interest of

the Company and its shareholders. The Board of Directors has taken into

consideration, among other things, the fact that the Equity Offering will

provide the financing required to secure the acquisition of Paragon and raise

capital more quickly and, at an attractive price, compared to a rights issue.

The Equity Offering is directed towards 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 "US

Securities Act") and (ii) in the United States to "qualified institutional

buyers" as defined in Rule 144A under the US Securities Act as well as to major

U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange

Act of 1934.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

About Borr Drilling

Borr Drilling Limited is an international drilling contractor incorporated in

Bermuda in 2016 and listed on the Oslo Stock Exchange from 30 August 2017. Borr

owns and operates jack-up drilling rigs of modern and high specification designs

and provides services focused on the shallow water segment to the offshore oil

and gas industry worldwide. Borr's fleet comprises 16 jack-up drilling rigs and

10 units under construction with deliveries scheduled from 2018 to 2020.

Additional information is available at www.borrdrilling.com

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.