Block sale of existing shares in Seadrill Ltd (SDRL)

09 Feb 2023 08:03 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Oslo, 9 February 2023: Further to the announcement on 8 February 2023, DNB Bank
ASA (“DNB Bank”) has sold 1,000,000 shares in Seadrill Limited (the “Company”)
at a price of NOK 425 per share for a total amount of proceeds of NOK 425
million (the “Offering”).

Following completion of the Offering, DNB Bank holds 2,433,142 shares in the
Company (representing approx. 4.87% of the Company’s outstanding shares and
votes).

DNB Markets, a part of DNB Bank ASA acted as Sole Bookrunner in the Offering.

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act.

Important Notices:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
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 Regulation (EU) 2017/1129 as amended together with any
applicable implementing measures in any 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
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 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.

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", "expect", "anticipate",
"strategy", "intends", "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 Seller 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 their control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Seller does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.

In connection with the sale of the shares, the Manager and any of its affiliates
may take up a portion of the shares in the Offering as a principal position and
in that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related investments
in connection with the Offering or otherwise. Accordingly, references in this
announcement to the shares being sold, 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 Manager and any of their
affiliates acting in such capacity. In addition the Manager and any of their
affiliates may enter into financing arrangements (including swaps or contracts
for differences) with investors in connection with which the Manager and its
affiliates may from time to time acquire, hold or dispose of Shares. The Manager
does 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.

A communication that a transaction is or that the book is “covered” (i.e.
indicated demand from investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that the book will
remain covered or that the transaction and securities will be fully distributed
by Manager. The Manager reserves the right to take up a portion of the
securities in the offering as a principal position at any stage at their sole
discretion, inter alia, to take account of the objectives of the seller, MiFID
II requirements and in accordance with allocation policies.

Neither the Manager nor any of its or its affiliates’ directors, officers,
employees, advisers 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 Seller, the Company, their respective 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.

The Manager is acting on behalf of the Seller and no one else in connection with
any offering of the Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for providing advice
in relation to any offering of the shares.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

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