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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, 22 September 2020
Borr Drilling Limited (“Borr” or the “Company”) (NYSE: “BORR”, OSE: “BDRILL”) is
contemplating offering USD 40-50 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 0.05, and each
at a subscription price of USD 0.70 (the “Subscription Price”) (the “Equity
Offering”).
The Equity Offering will be divided into two tranches:
i. Tranche 1 of the Equity Offering (the “Tranche 1”) comprising approximately
up to 52 million Offer Shares (the “Tranche 1 Offer Shares”) which will be
issued under the Company’s existing authorized share capital; and
ii. Tranche 2 of the Equity Offering (the “Tranche 2”) comprising the balance of
the Offer Shares (the “Tranche 2 Offer Shares”) which will be issued subsequent
to a Special General Meeting of shareholders (“SGM”) of the Company, expected to
be held on or about 9 October 2020.
Investors must subscribe to both Tranches to participate in the Equity Offering.
It will not be possible to subscribe to either Tranche separately.
Certain investors have pre-committed to subscribe for Offer Shares in the Equity
Offering in the amount of approximately USD 30 million, of which individual
members of the Company’s Board of Directors (the “Board”) and the Company’s
executive management have pre-committed for a total of USD 3 million.
The net proceeds from the Equity Offering will be used to strengthen the
Company’s working capital and for general corporate purposes. The Company may
also use some parts of the proceeds to repurchase bonds under the Company’s USD
350 million convertible bond loan on term acceptable to the Board.
The application period opens today, on 22 September 2020, at 22:00 CET/4:00pm
EST and ends at 08:00 CET/2.00am EST on 25 September 2020. 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 (i) the Board resolving to
consummate the Equity Offering and allocate the Offer Shares; (ii) publication
of a prospectus approved by the Financial Supervisory Authority of Norway,
relating to the listing of the Offer Shares and certain of the offer shares in
the May private placement (hereinafter the “Listing Prospectus”); (iii) with
respect to Tranche 2, the approval by the SGM of the increase of the Company’s
authorized share capital; and (iv) the Offer Shares, including the underlying
new common shares, having been fully paid and legally issued. Each applicant
acknowledges that the Equity Offering may be cancelled if the conditions are not
fulfilled. Tranche 1 may, in the Company’s discretion, be completed without
Tranche 2.
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. Investors will be allocated Tranche 1
Offer Shares on a pro rata basis, and the remainder of their allocation will be
Tranche 2 Offer Shares. Notification of the allocation is expected to be sent by
the Managers on or about 25 September 2020.
Settlement of Tranche 1 of the Equity Offering is expected on or about 29
September 2020. Settlement of Tranche 2 of the Equity Offering is expected on or
about 13 October 2020.
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.
Subject to completion of the Equity Offering, Board approval, and the prevailing
market price of the Company’s depository receipts, the Company intends to carry
out a subsequent offering of new depository receipts in the Company (the
“Subsequent Offering”). The Subsequent Offering will, on the basis of an
offering- and listing prospectus (the “Offering Prospectus”) to be approved by
the Norwegian Financial Supervisory Authority, and subject to shareholder
approval at the SGM, be directed towards holders of OSE depository receipts who:
(i) hold OSE depository receipts as per the end of trading on 22 September 2020,
as registered in VPS as of 24 September 2020, (ii) are not allocated Offer
Shares in the Equity Offering, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, for jurisdictions other than Norway,
would require any prospectus, filing, registration or similar action (the
“Eligible Shareholders”). The Eligible Shareholders will be granted non
-transferable subscription rights. The subscription period in the Subsequent
Offering is expected to commence following publication of the Offering
Prospectus, estimated in end October 2020.
The subscription price in the Subsequent Offering will correspond with the
Subscription Price in the Private Placement. Investors allocated Offer Shares in
the Equity Offering will not be given the right to participate in a Subsequent
Offering.
Clarksons Platou Securities AS and BTIG Norway AS have been retained as Joint
Lead Managers and Bookrunners and DNB Markets, a part of DNB Bank ASA, and
Danske Bank, Norwegian Branch, are acting as Joint Lead Managers (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.
Kilde
