Shelf Drilling Holdings, Ltd. Announces Proposed Offer of Senior Secured Notes

26 Sep 2023 16:47 CEST

NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION IN THE UNITED STATES

PRESS RELEASE

SHELF DRILLING HOLDINGS, LTD. ANNOUNCES PROPOSED OFFER OF SENIOR SECURED NOTES

September 26, 2023 – Shelf Drilling Holdings, Ltd. (the “Issuer”), a wholly
owned subsidiary of Shelf Drilling, Ltd. (“Shelf Drilling”), announces that it
intends to offer, subject to market conditions, (the “Offering”) $1,075,000,000
in aggregate principal amount of Senior Secured Notes due 2029 (the “Notes”).
The Notes will be guaranteed by Shelf Drilling and certain of the Issuer’s
subsidiaries and will be secured on a senior basis on substantially all of the
assets of the Issuer and the subsidiary guarantors.

The proceeds from the Offering, if completed, are expected to be used, together
with available cash (i) to repay Issuer’s 8.250% senior notes due 2025 (the
“Existing Senior Notes”) and the Issuer’s 8.875% senior secured first lien notes
due 2024 (the “Existing First Lien Notes” and together with the Existing Senior
Notes, the “Existing Notes”) and (ii) to pay fees and expenses in connection
with the transactions.

Application will be made to list the Notes to the Official List of the
International Stock Exchange.

Contact Details
For questions or comments, please contact investor.relations@shelfdrilling.com.

Cautionary Statement
The Notes and the guarantees thereof will not be, registered under the United
States Securities Act of 1933, as amended (the “Securities Act”), or applicable
state securities laws. Accordingly, the Notes will be offered only to qualified
institutional buyers and to persons outside the United States (“U.S.”) in
reliance on Rule 144A and Regulation S under the Securities Act, respectively.
Unless so registered, the Notes may not be offered or sold in the United States
or for the account or benefit of any U.S. person or in any way distributed in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.

This announcement is for informational purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy the Notes or any other
security and shall not constitute an offer, solicitation or sale in the United
States or in any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any jurisdiction.
This announcement is not being made in and copies of it may not be distributed
or sent into any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any jurisdiction. the publication,
distribution or release would be unlawful.

The Issuer does not intend to register the Notes and any related guarantees in
the United States or to conduct a public offering of the Notes and such
guarantees in the United States.

This announcement does not constitute and shall not, in any circumstances,
constitute an invitation to the public in connection with any offer or
constitute any offer to the public, each within the meaning of Regulation (EU)
2017/1129 (“Prospectus Regulation”). In member states of the European Economic
Area (“EEA”) , this announcement and any offer of the securities will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of the securities referred to herein.

The securities are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the
meaning of Directive 2016/97 (the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined
in the Prospectus Regulation. Consequently, no key information document required
by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the
securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.

The securities are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (“UK”). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA; or (iii) not a “qualified investor” as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA
(“UK Prospectus Regulation”), and the expression an offer includes the
communication in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to enable an investor
to decide to purchase or subscribe for the securities. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”)
for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.

In the UK, this announcement and any offer of the securities referred to herein
in the UK will be made pursuant to an exemption under the UK Prospectus
Regulation from the requirement to publish a prospectus for offers of the
securities referred to herein. Accordingly, any person making or intending to
make an offer in the UK of Notes which are the subject of the offering
contemplated may only do so in circumstances in which no obligation arises for
the Issuer or any of the initial purchasers to publish a prospectus pursuant to
Article 3 of the UK Prospectus Regulation, in each case, in relation to such
offer. Neither the Issuer nor the initial purchasers have authorized, nor do
they authorize, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or the initial purchasers to publish a
prospectus for such offer. The expression “UK Prospectus Regulation” means
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA.

This announcement contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of the Market Abuse Regulation
(EU) 596/2014 (“UK MAR”).

This communication is being distributed only to, and is only directed at persons
who (i) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion Order”) (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 in connection with the issue and
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

Neither the content of the Issuer's website nor any website accessible by
hyperlinks on the Issuer 's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this announcement 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.

This announcement may include certain “forward-looking” statements within the
meaning of applicable securities laws. Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believes,” “expects,” “may,”
“will,” “would,” “should,” “seeks,” “pro forma,” “anticipates,” “intends,”
“plans,” “estimates,” or the negative of any thereof or other variations thereof
or comparable terminology, or by discussions of strategy or intentions. These
statements are not guarantees of future actions or performance and involve
risks, uncertainties and assumptions as to future events that may not prove to
be accurate. Actual actions or results may differ materially from what is
expressed or forecasted in these forward-looking statements. As a result, these
statements speak only as of the date they were made and the Issuer undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Many important
factors could cause the Issuer's results to differ materially from those
expressed in these forward-looking statements.

The forward-looking statements and information contained in this announcement
speak only as of the date hereof and the Issuer undertakes no obligation to
publicly update or revise any forward-looking statements or information, whether
as a result of new information, future events or otherwise, unless so required
by applicable securities laws.

This information may be considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and may be 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, Senior
Manager – Corporate Communications, at the date and time as set out above.

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