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, Oct. 23,
2023 /PRNewswire/ -- Borr Drilling Limited (NYSE and
OSE: BORR) (the "Company") refers to the stock exchange
announcement published earlier today in relation to the process of
refinancing our secured debt (the "Refinancing"), and the
contemplated issue of an aggregate principal amount of USD 1.5 billion of new senior secured notes (the
"Notes").
As a part of the Refinancing, and to facilitate attractive terms
therein, the Company is contemplating a private placement (the
"Private Placement") of approximately USD 50 million in new shares (the "Offer
Shares"), each with a par value of USD
0.10. The subscription price per Offer Share and the final
number of Offer Shares to be issued will be determined by the
Company's board of directors (the "Board")
The Offer Shares will upon delivery be recorded in Euronext
Securities Oslo ("Euronext VPS"). No Offer Shares will be
offered or sold to the public in the
United States or in transactions on the NYSE.
Drew Holdings Ltd. ("Drew") has pre-committed to
subscribe for USD 5 million of Offer
Shares in the Private Placement at a price equal to the closing
price of the Company's shares on the New York Exchange. Drew is
closely associated to Mr. Tor Olav Trøim, being Chairman and
Director of the Company, defined by the Market Abuse Regulation as
a person discharging managerial responsibilities ("PDMR").
Further, the Company has received significant interest from a
selective pre-sounding of the largest existing shareholders, such
that the Private Placement is fully covered based on indications of
interest as of the start of the Bookbuilding Period (as defined
below). In case of strong demand during the Bookbuilding Period,
these investors may be scaled down to their pro-rata
allocation.
The net proceeds from the Private Placement, together with the
net proceeds from the offering of the Notes, are intended to be
utilized for the refinancing of existing secured debt and the
remainder, if any, for general corporate purposes.
The bookbuilding period in the Private Placement (the
"Bookbuilding Period") commences today on 23 October 2023 at 22:30 (CEST) and closes on
24 October 2023 at 08:00 hours
(CEST). The Company may, in its own discretion, extend or shorten
the Application Period at any time and for any reason. If the
Bookbuilding Period is extended or shortened, any other dates
referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and
international investors subject to and in compliance with
applicable exemptions from relevant registration, filing and
prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount in the
Private Placement has been set to the NOK amount equivalent to
EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below
EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable
regulations, including Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") and ancillary regulations, are
available.
The conditional allocation of Offer Shares will be determined by
the Board at its sole discretion, in consultation with the Managers
following the expiry of the Bookbuilding Period. Delivery of the
Offer Shares allocated in the Private Placement is expected to be
settled through a delivery versus payment ("DVP") settlement
after pricing of the Notes, expected on or about 31 October 2023. The Offer Shares are expected to
be pre-paid by the Managers, pursuant to a pre-payment arrangement,
to facilitate prompt issue of the Offer Shares in DTC and in
Euronext VPS.
The completion of the Private Placement is subject to (i) all
necessary corporate resolutions being validly made by the Company,
including the approval by the Board, and their resolution to
allocate and issue the Offer Shares, (ii) pricing and issuance of
the Notes, and (iii) the issuance of the Offer Shares in Euronext
VPS having taken place (the "Conditions"). The Company and
the Managers reserve the right, at any time and for any reason, to
cancel and/or modify the terms of the Private Placement without
notice. Neither the Managers nor the Company will be liable for any
losses incurred by applicants if the Private Placement is cancelled
or modified, irrespective of the reason for such cancellation or
modification.
The Company has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading
Act and the rules on equal treatment under Oslo Rule Book II for
companies listed on the Oslo Stock Exchange and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and the Board
is of the opinion that the contemplated transaction is in
compliance with these requirements and guidelines. The Private
Placement is by the Board considered as an important part of the
Refinancing to facilitate attractive terms. Taking into
consideration the required coordination of the timing of the
Offering with the Refinancing process, the Board has concluded that
offering of new shares in a private placement, on a price equal to
the prevailing market price, and with limited dilution, at this
time to be in the common interest of the Company and its
shareholders.
DNB Markets, a part of DNB Bank ASA and Clarksons Securities AS
are acting as Joint Bookrunners in connection with the Private
Placement (the "Managers"). Ro Sommernes advokatfirma DA is
acting as legal advisor to the Company in connection with the
Private Placement.
This information is considered to be inside information pursuant
to the EU Market Abuse Regulation and subject to the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act. This stock exchange notice was published by
Andreas Lavik Lie, VP of Treasury
and IR, on the date and time as set out above.
About Borr Drilling Limited
Borr Drilling Limited is an international drilling contractor
incorporated in Bermuda in 2016
and listed on the Oslo Stock Exchange on August 30, 2017 and on the New York Stock
Exchange on July 31, 2019 under the
ticker "BORR". The Company owns and operates jack-up rigs of modern
and high specification designs and provides services focused on the
shallow water segment to the offshore oil and gas industry
worldwide. Please visit the Company's website 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 Canada, Australia, Japan, Hong
Kong or in any other jurisdiction where it would be
prohibited by applicable law. This distribution is for information
purposes only and does not constitute or form part of an offer or
solicitation of an offer to purchase or subscribe for securities in
the United States ("U.S.") or in
any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
jurisdiction. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933 (the
"U.S. Securities Act") or applicable state securities laws, and may
not be offered or sold in the United
States or to U.S. persons (other than distributors) unless
such securities are registered under the U.S. Securities Act, or an
exemption from the registration requirements of the U.S. Securities
Act is available.
Forward looking statements
This announcement includes forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934,
including a potential issuance of Notes and Offer Shares, the
conditions to the Private Placement, the use of proceeds therefrom,
expected timing of the Private Placement and other statements
relating to the Private Placement and other non-historical
statements. These forward-looking statements are subject to
numerous risks, uncertainties and assumptions, including risks
relating to the contemplated Notes and Private Placement, including
conditions to closing, risks related to changes in market
conditions 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, 2022 and in prospectuses
filed with the Norwegian Financial Supervisory Authority (FSA).
Forward-looking statements reflect knowledge and information
available at, and speak only as of, the date they are made. Except
as required by law, the Company undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, after the
date hereof or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue reliance on such
forward-looking statements.
CONTACT:
Questions should be directed to: Magnus
Vaaler, CFO, +44 1224 289208
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SOURCE Borr Drilling Limited