Borr Drilling — Share Issue/Capital Change 2020

Jun 5, 2020

Borr Drilling Limited - Increase in share capital

Borr Drilling Limited - Increase in share capital

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, 5 June 2020

Reference is made to Borr Drilling Limited's ("Borr Drilling" or the "Company")

(OSE: BDRILL, NYSE: BORR) stock exchange announcements of 5 June 2020 relating

to the approval from secured lenders of amendments to facilities and the

agreement with one its yards to defer certain yard commitments; the Special

General Meeting approving the increase of the Company's authorized share

capital; and the issuance of 46,153,846 new depository receipts (the "Offer

Shares"), each representing the beneficial interest to one underlying common

share in the Company, as well as the stock exchange announcement of 21 May 2020

relating to the completed equity offering of USD 30 million (the "Equity

Offering"). Borr Drilling is pleased to announce that all conditions precedent

to the settlement of the Equity Offering have been fulfilled.

The Company's issued share capital has been increased by USD 2,307,692 to USD

7,921,596, divided into 158,431,911 common shares each with a nominal value of

USD 0.05 per common share.

The Offer Shares, each representing the beneficial interest to one underlying

common share in the Company, will be settled by: (i) delivery of new depository

receipts under the 20% EEA prospectus listing exception; (ii) delivery of

existing and unencumbered depository receipts in the Company in excess of those

covered by (i), that are already listed on the Oslo Stock Exchange ("OSE"),

pursuant to a swap agreement between the Global Coordinator, the Company,

Schlumberger Oilfield Holdings Ltd., Magni Partners (Bermuda) Ltd., and Drew

Holdings Ltd. (the "Swap Agreement"); and (iii) obtaining the acceptance from

some of the investors in the Equity Offering to receive and hold unlisted Offer

Shares, registered on a separate ISIN, pending the approval of a listing

prospectus, for the Offer Shares in excess of those covered by (i), by the

Norwegian Financial Supervisory Authority (the "NFSA"), expected to take place

in early July 2020. As a consequence of the above, the Company will issue a

total of 27,759,094 depository receipts that will be placed on a separate ISIN

BMG1466R1328 pending the approval of the listing prospectus by the NFSA, which

also will include the unlisted Offer Shares used as consideration under the Swap

Agreement.

Clarksons Platou Securities AS acted as Global Coordinator and Bookrunner and

Fearnley Securities AS and Pareto Securities AS acted as Joint Lead Managers and

Bookrunners (together referred to as the "Managers") for the Equity Offering.

The date for settlement of the Equity Offering will be on 5 June 2020 (the

"Settlement Date"). The Offer Shares, representing the beneficial interests in

the same number of common shares in the Company, will be listed on the OSE.

Additional information about Borr Drilling can be found at www.borrdrilling.com.

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

-12 of the Norwegian Securities Trading Act.

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.