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, 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.

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