Borr Drilling — Share Issue/Capital Change 2021

Dec 27, 2021

BORR DRILLING LIMITED - CONTEMPLATED EQUITY OFFERING OF USD 30 MILLION

BORR DRILLING LIMITED - CONTEMPLATED EQUITY OFFERING OF USD 30 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, 27 December 2021

Reference is made to Borr Drilling Limited (the "Company") (NYSE and OSE:

"BORR") press release of 27 December 2021 relating to the agreement to

refinancing and defer $1.4 billion of debt maturities and yard instalments to

2025. As mentioned in that press release, the Company is contemplating to offer

approximately USD 30 million in new depository receipts (the "Offer Shares"),

representing the beneficial interests in the same number of the Company's

underlying common shares, each with a par value of USD 0.10 (the "Equity

Offering"). The subscription price in the Equity Offering (the "Subscription

Price") will be set following an accelerated bookbuilding process.

Certain investors have pre-committed to subscribe for Offer Shares in the Equity

Offering in the amount exceeding USD 30 million.

The net proceeds from the Equity Offering will be used for repayment to yards,

to strengthen the Company's working capital and for general corporate purposes.

The application period opens today, on 27 December 2021, at 22:00 CET/4:00pm EST

and ends at 08:00 CET/2.00am EST on 28 December 2021. The Company may, in 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 at 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.

Completion of the Equity Offering is subject to the following conditions: (i)

board approvals by the Singaporean yards for amendments to and refinancing of

the Company's financing arrangements with the yards as described in the Offering

Materials (the "Yard Refinancing Transactions"); (ii) obtaining such approvals

and waivers as we deem necessary and appropriate from the Company's other

creditors, including Hayfin and DNB Bank ASA and the other lenders in the Senior

Secured Facilities to enter into the amendment agreements with the yards; (iii)

the Board approving the transaction; (iv) the Board resolving to consummate the

Equity Offering and allocate the Offer Shares. Each applicant acknowledges that

the Equity Offering may be cancelled if the conditions are not fulfilled. The

Company and the Managers further reserve the right, at any time and for any

reason, to cancel and/or modify the terms of the Equity Offering. Neither the

Managers nor the Company will be liable for any losses if the Equity Offering is

cancelled, or the terms modified, irrespective of the reason for such

cancellation or modification.

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

period, and final allocation will be made by the Board at its sole discretion,

with preference for existing shareholders. Notification of the allocation is

expected to be sent by the Managers on or about 28 December 2021

Settlement of the Equity Offering is expected mid-January 2022, subject to

fulfillment of the conditions described above.

The Offer Shares, representing the beneficial interests in the same number of

common shares in the Company, will only be listed on the Oslo Stock Exchange

upon issuance. No Offer Shares will be offered or sold to the public in the

United States or in transactions on the NYSE. The Equity Offering will be

carried out as a private placement and the Board is of the opinion that this is

in the best interest of the Company and its shareholders. The Board has taken

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

provide necessary liquidity 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

to non-US persons 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" ("QIBs") as defined in Rule 144A under the US Securities

Act in transactions that are exempt for registration under the US Securities

Act.

Clarksons Platou Securities AS, Sparebank 1 Markets AS, DNB Markets, a part of

DNB Bank ASA and Fearnley Securities AS have been retained as Joint Lead

Managers and Bookrunners (together referred to as the "Managers") to the Equity

Offering.

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 have not been

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 under that Act.

Forward looking statements

This announcement includes forward looking statements, including statements with

respect to the contemplated equity raise, the conditions to the equity raise,

use of proceeds and other non-historical statements.  These forward-looking

statements are subject to risks and uncertainties, including risks relating to

the contemplated equity raise and whether the conditions to the equity raise

will be met and other risks included in our filings with the Securities and

Exchange Commission including those set forth under "Risk Factors" in our annual

report on Form 20-F for the year ended December 31, 2020 and in prospectuses

filed with the Norwegian Financial Supervisory Authority (FSA).