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Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2024-11-13 Kvartalsrapport 2024-Q3
2024-08-14 Kvartalsrapport 2024-Q2
2024-06-13 Ordinarie utdelning SHLF 0.00 NOK
2024-06-12 Årsstämma 2024
2024-05-15 Kvartalsrapport 2024-Q1
2024-03-15 Bokslutskommuniké 2023
2023-11-10 Kvartalsrapport 2023-Q3
2023-09-07 Ordinarie utdelning SHLF 0.00 NOK
2023-09-06 Årsstämma 2023
2023-08-09 Kvartalsrapport 2023-Q2
2023-05-15 Kvartalsrapport 2023-Q1
2023-03-20 Bokslutskommuniké 2022
2022-11-30 Extra Bolagsstämma 2022
2022-11-10 Kvartalsrapport 2022-Q3
2022-09-01 Ordinarie utdelning SHLF 0.00 NOK
2022-08-31 Årsstämma 2022
2022-08-11 Kvartalsrapport 2022-Q2
2022-05-12 Kvartalsrapport 2022-Q1
2022-02-28 Bokslutskommuniké 2021
2021-11-10 Kvartalsrapport 2021-Q3
2021-09-02 Ordinarie utdelning SHLF 0.00 NOK
2021-09-01 Årsstämma 2021
2021-08-12 Kvartalsrapport 2021-Q2
2021-05-11 Kvartalsrapport 2021-Q1
2021-03-04 Bokslutskommuniké 2020
2020-11-13 Kvartalsrapport 2020-Q3
2020-08-13 Kvartalsrapport 2020-Q2
2020-05-28 Ordinarie utdelning SHLF 0.00 NOK
2020-05-13 Kvartalsrapport 2020-Q1
2020-03-02 Bokslutskommuniké 2019
2019-11-13 Kvartalsrapport 2019-Q3
2019-08-07 Kvartalsrapport 2019-Q2
2019-06-11 Årsstämma 2019
2019-05-15 Kvartalsrapport 2019-Q1
2019-03-05 Ordinarie utdelning SHLF 0.00 NOK

Beskrivning

LandFörenade Arabemiraten
ListaOB Match
SektorTjänster
IndustriShipping & Offshore
Shelf Drilling är verksamma inom olje- och gasbranschen. Bolaget förvaltar och äger ett flertal oljeriggar, så kallade jackup-riggar till sjöss. Störst verksamhet återfinns inom MENAM-regionen, vilket inkluderar Mellanöstern, Nordafrika och Medelhavet. Kunderna återfinns inom den industriella sektorn. Huvudkontoret ligger i Dubai, Förenade Arabemiraten.
2023-09-26 16:57:02
PRESS RELEASE

SHELF DRILLING: CONTEMPLATED PRIVATE PLACEMENT

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.

Dubai, September 26, 2023 - Shelf Drilling, Ltd. ("Shelf Drilling" or the
"Company", OSE: SHLF) has engaged DNB Markets, a part of DNB Bank ASA as sole
global coordinator and joint bookrunner (the "Sole Global Coordinator"), and
Arctic Securities AS, Clarksons Securities AS, Fearnley Securities AS and
SpareBank 1 Markets AS as joint bookrunners (together with the Sole Global
Coordinator the "Managers") to assist the Company in a contemplated private
placement (the "Private Placement") of approximately 19.4 million new common
shares (the "Offer Shares").
Reference is made to the stock exchange announcement published earlier today
regarding the process of the contemplated refinancing of the Company's debt (the
"Refinancing"). The net proceeds from the Private Placement will be used to
repay debt as part of the Refinancing.

The subscription price per Offer Share will be NOK 33 (the "Offer Price") and
the final number of Offer Shares to be issued will be determined by the
Company's board of directors (the "Board"), in consultation with the Sole Global
Coordinator.

Condire Investors, LLC ("Condire"), one of the Company's five largest
shareholders, has pre-committed to subscribe for half the size of the Private
Placement at the Offer Price.

Based on a limited wall-crossing exercise prior to launch, the Managers have
received indications of interest to subscribe for shares offered in the Private
Placement so that the Private Placement is covered on indications of interest at
the start of the Application Period (as defined below).

The application period in the Private Placement (the "Application Period")
commences today on 26 September 2023 at 16:30 (CEST) and will close on 27
September 2023 at 08:00 hours (CEST). The Company and the Managers reserve the
right to close or extend the Application Period at any time at their sole
discretion, on short or no notice. If the Application Period is extended or
shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international
investors subject to and in compliance with applicable exemptions from relevant
registration, filing and prospectus requirements, and subject to other
applicable selling restrictions. The minimum application and allocation amount
in the Private Placement has been set to the NOK amount equivalent to EUR
100,000. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to applicable regulations, including Regulation (EU)
2017/1129 (the EU Prospectus Regulation) and ancillary regulations, are
available.

The allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Sole Global Coordinator following the
expiry of the Application Period. However, Condire has been guaranteed full
allocation for its pre-committed subscription amount.
Delivery of the Offer Shares allocated in the Private Placement is expected to
be settled through a delivery versus payment ("DvP") settlement. The DvP
settlement structure is facilitated by a pre-funding agreement between Shelf
Drilling and the Sole Global Coordinator.

Completion of the Private Placement by the delivery of Offer Shares in the
Company to the investors is subject to the following conditions: (i) the
approval by the Board, including their resolution to allocate and issue the
Offer Shares, (ii) the Company having issued a stock exchange announcement
setting out the pricing of the notes contemplated under the Refinancing and
(iii) the issuance of the Offer Shares in the Norwegian Central Securities
Depository (the "VPS") having taken place.

The Company reserves the right to, at any time and for any reason, cancel the
Private Placement and/or to modify the terms of the Private Placement prior to
delivery of shares to investors. Neither the Company nor the Managers will be
liable for any losses incurred by applicants if the Private Placement is
cancelled and/or modified, irrespective of the reason for such cancellation or
modification.

The Company has considered the Private Placement in light of the equal treatment
obligations 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 the Board is of the opinion that the contemplated transaction is
in compliance with these requirements and guidelines. The Private Placement is
by the Board considered as an important part of the Refinancing in order to
secure a sound capital structure for the Company going forward. Taking into
consideration the time, costs, execution risk, and expected terms of alternative
methods of the securing the desired equity funding in connection with the
Refinancing, the Board has concluded that offering new shares in a private
placement on a price with a low discount to the prevailing market price at this
time is in the common interest of the shareholders of the Company, and that such
capital raise also would provide a sounder funding structure for the Company.

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.
The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent offering of new shares
which, subject to applicable securities law, will be directed towards existing
shareholders in the Company as of close of trading on 26 September 2023 (as
registered in the VPS two trading days thereafter), who (i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, and (iii) 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. The
offer price in such subsequent offering will be the same as the subscription
price in the Private Placement. Over-subscription will be permitted in the
subsequent offering, but subscription without subscription rights will not be
permitted. Launch of such subsequent offering will require approval by the Board
and the publication of a prospectus.

Advisors
DNB Markets, a part of DNB Bank ASA is acting as sole global coordinator and
join bookrunner and Arctic Securities AS, Clarksons Securities AS, Fearnley
Securities AS and SpareBank 1 Markets AS are acting as join bookrunners in
connection with the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Private Placement.

For further information, please contact investor.relations@shelfdrilling.com.

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, the Mediterranean and the North Sea. 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 NOTICES

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 Prerna Nandwani, Senior
Manager - Corporate Communications, at the date and time as set out above.