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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 21 May 2020
Reference is made to Borr Drilling Limited’s (“Borr Drilling” or the “Company”)
stock exchange notice dated 20 May 2020 relating to the contemplated equity
offering of up to USD 30 million (the “Equity Offering”).
Borr Drilling Limited is pleased to announce the successful completion of the
Equity Offering through the subscription and allocation of 46,153,846 new
depositary receipts (the “Offer Shares”), representing the beneficial interests
in the same number of the Company’s underlying common shares, each at a
subscription price of USD 0.65 per share (equivalent to NOK 6.45 per share),
raising gross proceeds of USD 30 million. The Subscription Price was set by the
Board of Directors of the Company after an accelerated book building process
conducted by the Managers (defined below). The Equity Offering was substantially
oversubscribed.
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.
Final completion of the Equity Offering is subject to, (i) the approval by the
Special General Meeting (“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 to 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.
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.
Following completion of the Equity Offering, the Company’s outstanding and
issued share capital will increase by USD 2,307,692 to USD 7,921,596, divided on
158,431,191 shares with a nominal value of USD 0.05 per share.
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.
Kilde