Shelf Drilling, Ltd.: Contemplated Private Placement in Connection with the Acquisition of Five Jack-Up Rigs from Noble Corporation

Shelf Drilling, Ltd.: Contemplated Private Placement in Connection with the Acquisition of Five Jack-Up Rigs from Noble Corporation

23 Jun 2022 16:35 CEST

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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

PRESS RELEASE

SHELF DRILLING, LTD.: CONTEMPLATED PRIVATE PLACEMENT IN CONNECTION WITH THE
ACQUISITION OF FIVE JACK-UP RIGS FROM NOBLE CORPORATION

Dubai, 23 June 2022: Reference is made to the announcements by Shelf Drilling,
Ltd. ("Shelf Drilling") regarding the signed asset purchase agreement (the
"APA") between Shelf Drilling (North Sea), Ltd. ("SDNS"), a wholly-owned
subsidiary of Shelf Drilling and Noble Corporation ("Noble") for SDNS's
acquisition of five North Sea capable jack-up rigs (the "Rigs"), including
related contracts and employees (the "Acquisition") for a total consideration of
USD 375 million, and the announcement by Noble and the Drilling Company of 1972
A/S ("Maersk Drilling") regarding the requirement by the UK Competition and
Market Authority (the "CMA") for Noble to divest the Rigs in order to be granted
anti-trust clearance for the ongoing business combination between Noble and
Maersk Drilling (the "Merger").

Shelf Drilling and SDNS have retained DNB Markets, a part of DNB Bank ASA, and
SpareBank 1 Markets AS as Joint Bookrunners (collectively the "Managers") to
advise on and effect a private placement, through an accelerated bookbuilding
process, of new common shares in Shelf Drilling (the "PP1 Offer Shares") in the
form of depository receipts, each with a par value of USD 0.01, to raise gross
proceeds of the NOK equivalent of USD 50-70 million ("PP1") and a private
placement of new common shares in SDNS (the "PP2 Offer Shares") in the form of
depository receipts to raise gross proceeds of up to USD 80 million ("PP2", and
together with PP1, the "Private Placements"). The number of PP1 Offer Shares
will not however, exceed approx. 46 million new common shares.

SDNS is expected to apply for listing of its shares on either Euronext Growth or
Euronext Expand as soon as possible after completion of the Private Placements,
and the ownership of SDNS is expected to be split approximately 60% and
approximately 40% between Shelf Drilling and investors allocated PP2 Offer
Shares in SDNS, respectively, subject to the Completion Conditions (as defined
below) being satisfied and the gross proceeds raised in each of the Private
Placements. Shelf Drilling will hold a majority share of SDNS regardless of the
total gross proceeds raised in the Private Placements.

TRANSACTION DETAILS

The net proceeds from the Private Placements will, together with cash at hand
and debt financing, be used to finance the purchase price for the Acquisition.
The net proceeds from PP1 will be reinvested by Shelf Drilling into SDNS, for
the sole purpose of financing the Acquisition. However, in the event the PP2
Conditions are not met or waived and PP2 is cancelled, PP1 may still have been
completed and the net proceeds from PP1 will then be used by Shelf Drilling for
other growth initiatives and general corporate purposes.

The Managers have entered into customary lock-up arrangements from the
settlement date of PP1 with Shelf Drilling for 180 days and the Shelf Drilling
executive management for 180 days, irrespective of the completion of PP2. The
Managers will enter into customary lock-up arrangements regarding SDNS from the
settlement date of PP2 with Shelf Drilling as majority owner for 180 days and
SDNS executive management for 180 days.

The price per PP1 Offer Share (the "Shelf Offer Price") will be determined by
the Shelf Drilling Board following an accelerated bookbuilding process. The
price per PP2 Offer Share is set at a fixed price of USD 2.00 (the "SDNS Offer
Price"). The application period in the Private Placements will commence today,
23 June 2022 at 16:30 CEST and close on 24 June 2022 at 08:00 CEST. Shelf
Drilling and SDNS, in consultation with the Managers may, however, at any time
resolve to shorten or extend the application period, or cancel the Private
Placements, at their sole discretion for any reason on short or without notice.
Shelf Drilling and SDNS intends to announce the number of PP1 Offer Share and
PP2 Offer Shares allocated in the Private Placements through a stock exchange
notice expected to be published before opening of trading on the Oslo Stock
Exchange on 24 June 2022.

The minimum order size and allocation in each of PP1 and PP2 will be the NOK and
USD equivalent of EUR 100,000, respectively, provided that Shelf Drilling may,
at its sole discretion, offer and allocate an amount below the NOK and USD
equivalent of EUR 100,000 in PP1 and/or PP2, respectively, pursuant to any
applicable exemptions from the prospectus requirement being available.

The final number of, and the allocation of, PP1 Offer Shares and PP2 Offer
Shares will be determined following the expiry of the application period in the
Private Placements by the Shelf Drilling board of directors (the "Shelf Drilling
Board") at their sole discretion following consultation with the Managers. Shelf
Drilling may focus on allocation criteria such as (but not limited to) existing
ownership, timeliness of the application, price leadership, relative order size,
sector knowledge, perceived investor quality and investment horizon.

Settlement of the PP1 Offer Shares is expected to take place on a delivery
versus payment ("DVP") basis. Delivery of approx. 27.2 million PP1 Offer Shares
(equivalent to approx. 19.99% of the issued and outstanding shares in Shelf
Drilling) (the "Prefunded PP1 Offer Shares") is expected to be facilitated by a
prepayment agreement to be entered into between Shelf Drilling and the Managers
(the "PP1 Prefunding Agreement"). The remaining PP1 Offer Shares (the "Borrowed
PP1 Offer Shares") are expected to be settled with existing and unencumbered
shares that are already listed on the Oslo Stock Exchange to be borrowed from
LR-Shelf Drilling International, L.P. and certain members of the Shelf Drilling
management (collectively, the "Share Lenders") by the Managers pursuant to a
share lending agreement between the Managers, Shelf Drilling and the Share
Lenders (the "Share Lending Agreement"), and delivery of such existing shares
shall constitute a full discharge of Shelf Drilling's obligations to the
applicant in respect of this portion of the PP1 Offer Shares. The share loan
will be settled with new common shares in Shelf Drilling to be issued
simultaneously with the issue of the Prefunded PP1 Offer Shares, and such new
shares will be delivered to the Share Lenders as unlisted common shares or in
the form of depository receipts, which in case of the latter will be delivered
on a separate and non-tradeable ISIN, pending approval by the Financial
Supervisory Authority of Norway, and publication by Shelf Drilling, of a listing
prospectus.

Settlement of the PP2 Offer Shares is expected to take place on a DVP basis,
facilitated by a prepayment agreement to be entered into between SDNS and the
Managers, and will take place as soon as practicably possible following
satisfaction of the PP2 Conditions, currently expected during September 2022.

Completion of PP1 is subject to the following conditions (the "PP1 Conditions"):
(i) the Shelf Drilling Board resolving to consummate PP1 and to allocate and
issue the PP1 Offer Shares, (ii) the Managers receiving existing and
unencumbered shares in Shelf Drilling, in the form of depository receipts, equal
to the allocated Borrowed PP1 Offer Shares, (iii) the allocated Prefunded PP1
Offer Shares having been fully paid (i.e. prefunded by the Managers under the
PP1 Prefunding Agreement), and (iv) the issuance of the depository receipts for
the newly issued Prefunded PP1 Offer Shares in the VPS having taken place.

Completion of PP2 is subject to the following conditions (the "PP2 Conditions",
and together with the PP1 Conditions, the "Completion Conditions"): (i)
completion of PP1, (ii) the Merger being unconditional and the Acquisition being
approved by the UK Competition and Markets Authority, (iii) the relevant
corporate actions having been taken in order to consummate PP2 and to allocate
and issue the PP2 Offer Shares, (iv) the allocated PP2 Offer Shares having been
fully paid, and (v) the issuance of the depository receipts related to the PP2
Offer Shares in the VPS having taken place.

For the avoidance of doubt, completion of PP1 is not conditional upon completion
of PP2, and acquisition of PP1 Offer Shares will remain final and binding and
cannot be revoked or terminated by the applicant even if PP2 is not completed.

The Shelf Drilling Board and the Managers reserve the right, for any reason, to
cancel, and/or modify the terms of, PP1 and/or PP2 at any time prior to
completion of PP1. Further, PP2 may be cancelled also after completion of PP1 if
the PP2 Conditions are not satisfied or waived. Neither the Shelf Drilling Board
nor the Managers will be liable for any losses incurred by applicants if PP1
and/or PP2 are cancelled, irrespective of the reason for such cancellation.

The Private Placements will be made pursuant to applicable exemptions from the
obligation to publish a prospectus and directed towards institutional and
professional investors (i) outside the United States in reliance on Regulation S
under the United States Securities Act of 1933, as amended, (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 as well as to major U.S.
institutional investors under SEC Rule 15a-6 to the United States Exchange Act
of 1934, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions.

The Shelf Drilling Board has considered the structure of the contemplated
Private Placements (including the placing of shares in SDNS) in light of
relevant equal treatment obligations, including under the Norwegian Securities
Trading Act and the rules on equal treatment under Oslo Rule Book II for
companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and is of the opinion that the
proposed Private Placements are in compliance with these requirements. A share
issue in the form of private placements is required in order to secure the
financing of the Acquisition in a more certain and expedient manner in the
current volatile capital markets. The split in PP1 and PP2 has also been made to
reduce the completion risk. The Acquisition is deemed beneficial to the interest
of Shelf Drilling and its shareholders and would not be obtainable by structures
with longer lead time for the financing such as a rights offering. While
existing shareholders who are not participating in the Private Placements will
not be able to subscribe for shares directly in SDNS, such existing shareholder
will nevertheless gain indirect ownership in SDNS though their ownership in
Shelf Drilling. The structure with SDNS is also likely to allow SDNS, and
thereby indirectly Shelf Drilling, to obtain debt financing on terms which are
more favorable than what Shelf Drilling can obtain, as SDNS has no any existing
debt. The final subscription price in PP1 will be based on an accelerated
bookbuilding process following a period of pre-sounding conducted by the
Managers, and will thus represent what Shelf Drilling believes to be the highest
price possible to obtain for the relevant number of shares in Shelf Drilling in
today's market. Lastly, it is foreseen that a large portion of the Private
Placements will be subscribed by investors not currently being shareholders of
Shelf Drilling, which will widen and strengthen Shelf Drilling's shareholder
base.

On the above basis and based on an assessment of the current equity markets, the
Shelf Drilling Board has considered the Private Placements to be in the common
interest of Shelf Drilling and its shareholders.

Shelf Drilling will, subject to completion of PP1, consider conducting a
subsequent repair offering of new shares in Shelf Drilling (the "Subsequent
Offering") which, subject to applicable securities laws, will be directed
towards existing shareholders in Shelf Drilling as of 23 June 2022 (as
registered in the VPS two trading days thereafter), who (i) were not allocated
PP1 Offer Shares in PP1, (ii) were not part of the pre-sounding process, (iii)
have not waived their right to participate and (iv) are not resident in a
jurisdiction where such offering would be unlawful or, would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action. If carried out, the size and structure of the Subsequent Offering will
be in line with market practice. Shelf Drilling reserves the right in its sole
discretion to not conduct, or cancel, the Subsequent Offering. Applicants being
allocated shares in the Private Placements are obligated to vote in favor of any
Subsequent Offering at any general meeting in Shelf Drilling required to approve
the issuance of the new shares in the Subsequent Offering.

ADVISORS

DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS are acting as
Joint Bookrunners in connection with the Private Placements.

Advokatfirmaet Thommessen AS is acting as Norwegian legal advisor to Shelf
Drilling, Walkers is acting as Cayman Island legal advisor to Shelf Drilling and
Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Managers in
connection with the Private Placements.

For further information, please contact: [email protected].

ABOUT SHELF DRILLING

Shelf Drilling is a leading international shallow water offshore drilling
contractor with rig operations across Middle East, Southeast Asia, India, West
Africa and the Mediterranean. Shelf Drilling was founded in 2012 and has
established itself as a leader within its industry through its fit-for-purpose
strategy and close working relationship with industry leading clients. The
company is incorporated under the laws of the Cayman Islands with corporate
headquarters in Dubai, United Arab Emirates. The company is listed on the Oslo
Stock Exchange under the ticker "SHLF".

Additional information about Shelf Drilling can be found at
www.shelfdrilling.com.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Managers nor or any of their affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Shelf Drilling, Ltd. (the "Company").

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States or
in any other jurisdictions. The securities referred to in this announcement have
not been and will not be registered under the U.S. Securities Act, and may not
be offered or sold in the United States absent registration with the U.S.
Securities and Exchange Commission or an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
accordance with applicable U.S. state securities laws. The Company does not
intend to register any securities referred to herein in the United States or to
conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Managers and
any of their affiliates acting as investors for their own accounts. The Managers
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Managers and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Prerna Nandwani,
Corporate Communications Manager at Shelf Drilling, Ltd on 23 June 2022 at 16:35
(CEST).

More information:
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565695_Shelf Drilling Investor Presentation (June 2022).pdf

Source

Shelf Drilling, Ltd.

Provider

Oslo Børs Newspoint