Shelf Drilling, Ltd. and Shelf Drilling (North Sea), Ltd. – Key dates for Completion of Merger

04 Oct 2024 07:05 CEST

Shelf Drilling, Ltd. and Shelf Drilling (North Sea), Ltd. – Key dates for
Completion of Merger

Dubai, 4 October 2024 – Reference is made to the stock exchange announcement as
of 16 September 2024 regarding an agreement and plan of merger entered into
between Shelf Drilling, Ltd. ("Shelf Drilling"), an indirect subsidiary of Shelf
Drilling (“MergerSub”), and Shelf Drilling (North Sea), Ltd. ("Shelf Drilling
North Sea") whereby pursuant to the contemplated merger of MergerSub with and
into Shelf Drilling North Sea, Shelf Drilling North Sea will become a wholly
owned subsidiary of Shelf Drilling (the “Proposed Merger”).

Reference is also made to the subsequent announcement related to the notice for
the Special General Meeting in Shelf Drilling North Sea to approve the Proposed
Merger.

It is currently expected that completion of the Proposed Merger will occur on 11
October 2024. Key dates and information for the completion of the Proposed
Merger will then be as follows:

- Last day of trading in Shelf Drilling North Sea including right to merger
consideration: 11 October 2024
- Effective date for completion of the Proposed Merger: 11 October 2024 (after
close of trade)
- First day of trading in Shelf Drilling as the "combined company": 14 October
2024
- Record date for delivery of the merger consideration: 15 October 2024
- Delivery of consideration shares to eligible shareholders of Shelf Drilling
North Sea: 16 October 2024
- Payment of cash consideration to eligible shareholders of Shelf Drilling North
Sea: 18 October 2024
- ISIN (Shelf Drilling, Ltd., unchanged): KYG236271055
- Merger consideration: Eligible Shelf Drilling North Sea shareholders will for
each Shelf Drilling North Sea share held per the record date receive:
- 1.05 shares in Shelf Drilling (subject to rounding), and
- NOK 8.00 in cash.
Date of approval: 10 October 2024 (Special General Meeting in Shelf Drilling
North Sea)

Following the completion of the Proposed Merger the issued share capital of
Shelf Drilling will be up to USD 2,556,909,17, with up to 255,690,917 common
shares being issued, (depending on the rounding of the consideration shares to
be issued) and the issued share capital of Shelf Drilling North Sea will be USD
600,001, with 60,000,100 common shares being issued. The final issued share
capital of Shelf Drilling following the Proposed Merger will be published by
Shelf Drilling on the record date.

Pursuant to a decision by the Oslo Stock Exchange, Shelf Drilling North Sea will
continue to be listed on Euronext Growth Oslo following the Proposed Merger (as
a wholly owned subsidiary of Shelf Drilling).

Following the effective date of the Proposed Merger (11 October 2024),
shareholders of Shelf Drilling North Sea, except shareholders being part of the
Shelf Drilling group, will cease to have any rights to shares in Shelf Drilling
North Sea. However, this will not necessarily be visible to such shareholders
through various brokerage systems until after the record date (15 October 2024),
in line with the standard T+2 settlement cycle in Euronext VPS. Consequently,
and to avoid any uncovered trades, the Oslo Stock Exchange will suspend trading
in Shelf Drilling North Sea on T+1 and T+2 (14 and 15 October 2024).

Further information related to the Proposed Merger will be included in an
Exempted Document, to be published by the effective date.

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, Mediterranean and 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. Shelf
Drilling 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”.

About Shelf Drilling North Sea
Shelf Drilling North Sea is a shallow water offshore drilling contractor
primarily operating in the North Sea. The company's fit-for-purpose strategy and
fleet of modern high-specification harsh environment jack-up rigs enable it to
offer a broad range of services in the shallow water drilling markets. Shelf
Drilling North Sea is incorporated under the laws of Bermuda. Since October 12,
2022, the company shares are listed on the Euronext Growth Oslo Exchange under
the ticker symbol SDNS.

This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.

Forward Looking Statement:
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict and are based upon
assumptions as to future events that may not prove accurate. These factors
include volatile market conditions, investment opportunities in new and existing
markets, demand for licensing of data within the energy industry, operational
challenges, and reliance on a cyclical industry and principal customers. Actual
results may differ materially from those expected or projected in the forward-
looking statements. Shelf Drilling and Shelf Drilling North Sea undertakes no
responsibility or obligation to update or alter forward-looking statements for
any reason.

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