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BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 20 May 2019
With reference to today’s trading update, Borr Drilling Limited (the “Company”
or “Borr Drilling”) (NYSE: BORR, OSE: BDRILL) has been in discussions with the
Company’s creditors and ship yards, in order to strengthen the Company’s
liquidity position by deferring certain yard commitments, adjustments in
covenants, deferred amortization and deferral of certain interest payments. The
target has been to create a run-way for the next 2 years even in the unlikely
scenario that no new contracts are entered into or renewed.
The target of the above mentioned plan is to improve the liquidity until the
beginning of 2022 by USD 315 million, and lower the Company’s cash bareboat
break-even rate to $20k/day until the end for 2021. This number is calculated
based full SG&A, stacking and cash interest cost. This number is based on only
12 out of 23 rigs delivered rig being in operation.
In order to reach agreement with the ship yards and the creditors, Borr Drilling
is contemplating to offer up to USD 30 million in new depositary 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 0.05 (the
“Equity Offering”). The subscription price will be set through an accelerated
bookbuilding process to be conducted by the Managers (as defined below) (the
“Subscription Price”). The net proceeds from the Equity Offering will be used
for strengthen the Company’s working capital and general corporate purposes.
The bookbuilding period opens today at 23:00 CET/5:00pm EST on 20 May 2020 and
ends at 22:00 CET/4.00Pm EST on 21 May 2020. The Company may at its own
discretion extend or shorten the bookbuilding 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.
Completion of the Equity Offering is subject to, (i) the approval by the SGM to
be held on 4 June 2020 of the increase of the Company’s authorized share
capital, (ii) approval from secured lenders of amendments to facilities,
including amortization and interest deferrals and financial covenant amendments
and reaching final agreement with one its yards to defer certain yard
commitments for total liquidity improvement of USD 315 million through Q1 2022,
(iii) the Company’s board resolving to consummate the Equity Offering and
allocate the Offer Shares, and (iv) the Offer Shares including the new common
shares having been fully paid and legally issued. Each applicant acknowledges
that the Equity Offering will be cancelled if the conditions are not fulfilled.
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, with preference for existing shareholders. Notification of
the allocation is expected to be sent by the Managers on or about 21 May 2020.
The date for settlement of the Equity Offering is expected to be on or about 5
June 2020 (the “Settlement Date”). The Offer Shares, representing the beneficial
interests in the same number of common shares in the Company, will only be
listed on the OSE. No Offer Shares will be offered or sold in transactions on
the NYSE.
The Offer Shares, each representing the beneficial interest to one underlying
common share in the Company, will be settled by: (i) utilizing new depositary
receipts under the 20% EEA prospectus listing exception; (ii) utilizing existing
and unencumbered depositary receipts in the Company in excess of those covered
by (i), that are already listed on the 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 early July 2020. The Global Coordinator will
settle the Swap Agreement through the issuance of unlisted Offer Shares to
Schlumberger Oilfield Holdings Ltd., Magni Partners (Bermuda) Ltd., and Drew
Holdings Ltd., which also will be placed on a separate ISIN pending publication
of the listing prospectus approved by the NFSA, cf. (iii) above. 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 Equity Offering 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 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 has been retained as Global Coordinator and
Bookrunner, and Fearnley Securities AS and Pareto Securities AS as Joint Lead
Managers and Bookrunners (together referred to as the “Managers”).
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 under that act.
Kilde
