2022-08-10 | Press release | Borr Drilling Limited Announces Price of Common Share Public Offering

NOT TO DISSEMINATE, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE ILLEGAL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

HAMILTON, Bermuda, August 10, 2022 /PRNewswire/ — Borr Drilling Limited (the “Company”) (NYSE: BORR) (OSE: BORR) today announces that it has priced its previously announced offering of 69,444,444 shares, at a price of $3.60 per common share for aggregate gross proceeds of $250 million. The Company has also granted the underwriters a 30-day option to purchase up to 6,944,444 additional common shares at the offering price less underwriting discounts.

No securities in the NYSE offering will be offered or listed on the Oslo Stock Exchange.

The Company plans to use the proceeds of the offering to complete a refinancing with its lenders under its Syndicated Facility, New Bridge Facility, Hayfin Facility and Shipyard Delivery Financing Arrangements with Keppel and PPL, and for general corporate purposes, which may include, among other things, repayments of its debts, payments to its creditors in exchange for concessions or potential expansions of current facilities, capital expenditures, including the costs related to the activations and reactivations of the platforms put into service, or the financing of its working capital.

The closing of the offer is subject to (i) the increase of the authorized share capital of the Company by 40,000,000 ordinary shares, in accordance with a special general meeting to be held on August 16, 2022(ii) the authorized share capital of the Company being further increased by 35,000,000 ordinary shares by virtue of a second extraordinary general meeting to be held on August 25, 2022and (iii) the Company having entered into binding term sheets or other binding agreements with all applicable lenders (or obtaining written covenants approved by the Board of Directors of the Company) in connection with its syndicated facility, the new bridge facility, the Hayfin facility and the shipyard delivery financing agreements with Keppel and PPL for a refinancing of these facilities on the conditions previously announced by the Company, at the latest at the extraordinary general meeting to be will hold it August 162022.

A first settlement-delivery of the offer is expected on August 17, 2022, subject to compliance with the conditions described in (i) and (iii) above. A second settlement is expected on August 26, 2022for the remainder of the shares, provided that all the conditions described above are met.

DNB Markets, Clarksons Securities, Pareto Securities, ABG Sundal Collier ASA, Arctic Securities AS, Fearnley Securities and SpareBank 1 Markets are the bookrunners for the offering. Cleaves Securities AS is co-manager of the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

This information is considered inside information under the EU Market Abuse Regulation and is subject to disclosure requirements under Section 5-12 of the Norwegian Securities Act.

This stock exchange notice was published by Andreas Lavik LieVice-President Treasury & Investor Relations of the Company, the August 10, 2022 at 08:30 CEST

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 July 31, 2019 under the “BORR” ticker. The company owns and operates jack-up rigs of modern, 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

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may”, “will”, “anticipate”, “plan, “”expect” or other similar expressions. These forward-looking statements include statements regarding the offer, the terms of the offer, including refinancing with certain of its lenders, the intended use of proceeds and other statements The forward-looking statements included in this press release are subject to important risks, uncertainties, contingencies and factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied. by forward-looking statements, including the risks associated with the conduct of the offer, the use of the product, if the conditions closing date of the offer will be met, the risk that the Company will not complete the proposed refinancing, the number of shares to be sold under the offer and the other risks described in the company’s last annual report on form 20-F and other company filings with the SEC. Forward-looking statements made in this press release speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update or revise 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 unforeseen events.

August 10, 2022

Board of directors

Borr Drilling Limited

Hamilton, Bermuda

Questions should be directed to: Magnus VaalerCFO, +47 22 48 30 00

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SOURCE Borr Drilling Limited

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