Awilco Drilling PLC: Contemplated Private Placement

21 Dec 2022 16:48 CET

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BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Aberdeen, 21(st) December 2022

Awilco Drilling Plc ("Awilco Drilling" or the "Company") is contemplating a
private placement of new Sponsored Norwegian Depository Receipts (the "Offer
Shares" or "New Shares") raising gross proceeds up to the NOK equivalent of up
to USD 8 million (the "Private Placement" or the "Offering").
The Company has received pre-subscriptions from existing shareholders amounting
to USD 4.2 million, including inter alia pre-subscriptions by Awilhelmsen
Offshore AS (currently holding 37.1% of the share capital), QVT Family Office
Fund LP (currently holding 9.8% of the share capital) and Akastor AS (currently
holding 5.6% of the share capital).

The Board of Directors (the "Board") intends to conduct, subject to completion
of the Private Placement and certain other conditions, a subsequent offering of
new Sponsored Norwegian Depository Receipts raising gross proceeds of the NOK
equivalent of up to USD 2 million at the same subscription price as the Offer
Price in the Private Placement to existing shareholders in the Company as of
21(st) December 2022 (as registered in the VPS two trading days thereafter) who
were not offered Offer Shares in the Private Placement and 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 "Subsequent Offering"). Non-tradable subscription rights will be
awarded. Completion of a Subsequent Offering is subject to approval by the
Board, and the Board may at its discretion decide not to proceed with or cancel
any Subsequent Offering. The subsequent offering is expected to be fully
guaranteed by Awilhelmsen Offshore AS and QVT Family Office Fund LP.

The net proceeds from the Private Placement will be used to finance Awilco
Drillings' two arbitration cases against Keppel FELS Limited to their
conclusions which is expected to take place no earlier than 2Q 2023 and 4Q 2023
for the two rigs.

The final number of Offer Shares and subscription price per Offer Share (the
"Offer Price") in the Private Placement is to be determined by the Board through
a bookbuilding process to be conducted by the Manager (as defined below).

Awilco Drilling has engaged Clarksons Securities AS as financial advisor which
will act as Sole Manager and Bookrunner (the "Manager") in connection with the
Private Placement.

The Private Placement will be directed towards certain Norwegian and
international institutional investors subject to applicable exemptions from
relevant prospectus requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the "U.S. Securities Act") and
(ii) in the United States to investors that are either "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the US Securities Act or to
"major U.S. institutional investors, as defined in SEC Rule 15a-6 to the United
States Exchange Act of 1934. The minimum application and allocation amount has
been set to the NOK equivalent of EUR 100,000, provided that Awilco Drilling
reserves the right to, at its sole discretion; allocate lower amounts to the
extent applicable exemptions from the prospectus requirements set forth in
Regulation (EU) 2017/1129 on prospectuses for securities and ancillary
regulations are available.

The bookbuilding period will start on 21(st) December 2022 at 16:30 CET and end
on 22(nd) December 2022 at 08:00 CET. Awilco Drilling reserves the right to at
any time and in its sole discretion resolve to close or extend the bookbuilding
period. If the bookbuilding period is shortened or extended, any other dates
referred to herein may be amended accordingly. Allocation of New Shares will be
determined on or about 22(nd) December 2022 by the Board at its sole discretion
and in consultation with the Manager. The Board will give preference to existing
shareholders and pre-sounded investors. Other allocation criteria may include
pre-subscription, order size, timeliness of the order, sector knowledge,
investment history, perceived investor quality and appliable selling
restrictions in the Private Placement. Settlement of the Offer Shares is
expected to take place on a delivery versus payment (DVP) basis on or about 28
December 2022. DVP settlement of the Offer Shares is expected to be facilitated
by a pre-payment agreement between the Company and the Manager (the "Pre-Payment
Agreement").

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions for consummating the Private Placement being validly made by the
Company, including without limitation relevant approvals and resolutions by the
Board, (ii) the Pre-Payment Agreement remaining unmodified and in full force and
effect and (iii) the Offer Shares having been fully paid and legally issued and
delivered in VPS. The Company will announce the number of Offer Shares to be
issued and allocated in the Private Placement through a stock exchange notice
expected to be published on 22(nd) December 2022.

The Company has considered the Private Placement in light of the equal treatment
obligations under the rules on equal treatment under Euronext Growth Rule Book
II and Oslo Børs' Guidelines for equal treatment, and is of the opinion that the
contemplated Private Placement is in compliance with these requirements. The
Company is in urgent need of new capital, and the delays involved in conducting
a rights offering would leave the Company without the required funding for a
sustained period. Further, the Board intends to carry out the Subsequent
Offering following completion of the Private Placement that, if carried out, is
expected to allow existing shareholders who are not offered to participate in
the Private Placement the opportunity to maintain their pro rata ownership. As a
consequence of the Private Placement structure, the shareholders' preferential
rights to subscribe for the New Shares will be deviated from.

Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to Awilco
Drilling.

For further information about the Private Placement please contact:

Mathis Røe, Dealrunner Clarksons Securities AS: +47 99 71 26 68
Truls Chr. Trøan, Head of Investment Banking Clarksons Securities AS:
+47 41 40 19 37
Erik Jacobs, CEO of Awilco Drilling; Tel: +44 1224 737900
Cathrine Haavind, Investor Relations of Awilco Drilling; Tel: +47 93 42 84 64

The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation for Awilco Drilling. This information
is subject to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act. This stock exchange notice was published by
Erik Jacobs, CEO, on the time and date provided.

Important information
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). It is issued for information purposes only
and does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "US Securities Act"). The
securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. Awilco
Drilling does not intend to register any portion of any offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or
the United States.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means (EU) 2017/1129 of the European Parliament and of the Council,
of 14 June 2017, as amended Regulation, on the prospectus to be published when
securities are offered to the public (together with any applicable implementing
measures in any EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom 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 for
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.

The issue, subscription or purchase of securities in Awilco Drilling is subject
to specific legal or regulatory restrictions in certain jurisdictions. Neither
Awilco Drilling nor the Manager assumes any responsibility in the event there is
a violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The Manager is acting for Awilco Drilling and no one else in connection with the
potential Private Placement in the Company and will not be responsible to anyone
other than the Company providing the protections afforded to their respective
clients or for providing advice in relation to the Private Placement and/or any
other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect Awilco Drilling's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

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