Shelf Drilling Announces Agreement to Acquire Five Jack-up Rigs from Noble Corporation

Shelf Drilling Announces Agreement to Acquire Five Jack-up Rigs from Noble Corporation

23 Jun 2022 16:31 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

PRESS RELEASE

SHELF DRILLING ANNOUNCES AGREEMENT TO ACQUIRE FIVE JACKUP RIGS FROM NOBLE
CORPORATION

Dubai, 23 June 2022 - Shell Drilling, Ltd. ("Shelf Drilling" or the "Company",
OSE: SHLF) announces that its wholly owned subsidiary Shelf Drilling (North
Sea), Ltd. ("SDNS") has entered into an asset purchase agreement to acquire five
jack-up rigs from various subsidiaries ("Sellers") of Noble Corporation
("Noble") for USD 375 million (the "Rig Purchase Agreement" and the
"Acquisition", respectively).

Shelf Drilling contemplates to secure equity financing to raise gross proceeds
of USD 130-150 million by means of a placing and subscription for (i) new common
shares in the Company and (ii) new common shares in SDNS (the "Private
Placement"). The net proceeds from the Private Placement will, together with the
debt financing (described below) and available cash, be used to finance the
consideration payable pursuant to the Rig Purchase Agreement and any costs
associated with the Acquisition.

RIG PURCHASE
The Rig Purchase Agreement includes the rigs Noble Hans Deul, Noble Sam Hartley,
Noble Sam Turner, Noble Houston Colbert and Noble Lloyd Noble (the "Rigs") and
related support and infrastructure. Relevant offshore and onshore staff are
expected to transfer with the Rigs. Following the Acquisition, it is expected
that Noble will continue to perform the current drilling program for the Noble
Lloyd Noble under a bareboat charter arrangement with Shelf Drilling until
approximately the second quarter of 2023 when the primary term of its current
drilling contract is expected to end. The charter agreement would pass the
economic benefit of its drilling contract to Shelf Drilling.

Drilling contracts for the other Rigs are expected to be novated from the
Sellers to Shelf Drilling, subject to obtaining the consent of each
counterparty. Noble will continue to provide certain customary transition
support services for a limited period of time.

SDNS has paid a deposit of USD 37.5 million under the Rig Purchase Agreement,
which will not be repayable in case SDNS fails to complete the Acquisition and
such failure is due to non-satisfaction of the conditions precedent Shelf
Drilling or SDNS are responsible for satisfying.

The Acquisition is intended to address the potential concerns identified by the
UK Competition and Markets Authority ("CMA") in the review of the proposed
business combination between Noble and the Drilling Company of 1972 A/S
announced on 10 November 2021 (the "Business Combination"). Closing of the Rig
Purchase Agreement is subject to certain conditions, including, the completion
of the Business Combination, CMA approval of the Acquisition and Shelf Drilling
as a suitable purchaser and certain other customary conditions. It is expected
that closing of the Acquisition will take place in September 2022.

CONTEMPLATED PRIVATE PLACEMENT
The Company has engaged DNB Markets, a part of DNB Bank ASA, and SpareBank 1
Markets AS (the "Managers"), to assist the Company and SDNS in connection with
the Private Placement, terms of which are being announced in a separate
announcement immediately after this announcement.

DEBT FACILITY
Shelf Drilling also intends to raise USD 200 to 225 million in senior secured
debt financing which, together with the equity contribution, will be used to
fund the Acquisition by SDNS. The Company aims to complete the debt placement in
the ensuing several weeks and close concurrent with the completion of the
Acquisition.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Greg O'Brien, Executive Vice
President and Chief Financial Officer, Shelf Drilling, on 23 June 2022 at 16:31
CEST.

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 INFORMATION
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.

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Source

Shelf Drilling, Ltd.

Provider

Oslo Børs Newspoint