NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR
THE UNITED STATES 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.
Oslo, 11 November 2025: Reference is made to the previous stock exchange
announcement made by Dolphin Drilling AS (the "Company") regarding a fully
underwritten private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares").
The Company is pleased to announce that it has placed the Private Placement
for gross proceeds of approximately NOK 151.5 million, equivalent to
approximately USD 15 million, through the conditional allocation of
13,774,772,727 Offer Shares at a subscription price per share of NOK 0.011
(the "Offer Price").
The net proceeds to the Company from the Private Placement will be used to
part finance Borgland reactivation cost for contract with Repsol, payments of
a tax claim owed to His Majesty's Revenue and Customs ("HMRC"), and general
corporate purposes, including transaction costs.
Mirabella Financial Services LLP (on behalf of Svelland Global Trading Master
Fund and certain other accounts, collectively referred to as "Svelland") and
Starship Investments AS ("Starship")(collectively referred to as the
"Underwriters"), had, subject to customary conditions, agreed to underwrite
the Private Placement for the NOK equivalent of maximum USD 11.5 million and
NOK 34 million, respectively (amounting to the NOK equivalent of approximately
USD 15 million), pursuant to an underwriting agreement entered into with the
Company. An underwriting fee equal to 10% of the underwriting commitment will
be payable by the Company to the Underwriters in the form of a total of
1,377,477,272 new shares in the Company (the "Commission Shares") at a
subscription price equal to the Offer Price, subject to the approval by the
EGM (as defined below).
The Underwriters have been conditionally allocated 13,220,701,339 Offer Shares
in the Private Placement, equal to a total amount of NOK 145,427,715, pursuant
to their underwriting obligation. Other applicants in the Private Placement
have been conditionally allocated 554,071,388 Offer Shares. The Offer Shares
shall be issued by, and subject to, a resolution by the Company's
extraordinary general meeting to be held on or about 1 December 2025 (the
"EGM").
Notifications of conditional allotment of Offer Shares are expected to be
distributed to the applicants by Managers on or about 12 November 2025.
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment ("DvP") basis on or about 3 December 2025,
subject to fulfilment of the Conditions (see below) including the necessary
resolutions by the EGM. The allocated shares will be delivered to the
applicant's account in the Euronext Securities Oslo (the "VPS"). Delivery of
Offer Shares on a DVP basis on the indicated timeline is expected to be
facilitated through a pre-funding agreement between the Company and the
Managers (the "Pre-funding Agreement").
Completion of the Private Placement remains subject to: (i) the EGM resolving
to approve the Private Placement and issue the Offer Shares as well as
approval of ancillary resolutions necessary to consummate the Private
Placement, including an authorisation to issue the Commission Shares, (ii) the
Company's wholly owned subsidiary Dolphin Drilling Offshore AS having entered
into a binding agreement with Nordic Trustee AS in relation to the bond terms
for the "Dolphin Drilling Offshore AS 12,50% senior secured USD 41,505,376
bonds 2025/2027" with ISIN NO0013615567 to allow amortisation relief under the
bonds, as described in the company update presentation published 11 November
2025, and (iii) registration of the share capital increase pertaining to issue
of the Offer Shares in the Norwegian Register of Business Enterprises.
Delivery of Offer Shares on a DVP basis on the indicated timeline is subject
to the Company and Managers having entered into the Pre-funding Agreement. The
conditions described above are jointly referred to as the "Conditions".
Following the necessary resolutions by the EGM and registrations of the
issuance of the Offer Shares and the Commission Shares, the Company will have
a share capital of NOK 477,847,279.46 divided into 47,784,727,946 shares, each
with a nominal value of NOK 0.01.
Neither the Managers nor the Company, nor any of their respective directors,
officers, employees, representatives, or advisors, will be liable for any
losses if the Private Placement is cancelled or modified, irrespective of the
reason for such cancellation or modification.
Applicants who have been allocated Offer Shares in the Private Placement and
who hold shares in the Company as of the date of the EGM have undertaken to
vote in favour of, or give a voting proxy to be used in favour of, the
resolutions proposed by the Company's board of directors (the "Board") at the
EGM to (i) increase the share capital to issue the Offer Shares and (ii)
authorise the Board to issue the Commission Shares.
Equal treatment considerations - subsequent offering
The Private Placement entails a deviation from the shareholders' pre-emptive
rights pursuant to Sections 10-4 and 10-5 of the Norwegian Private Limited
Companies Act. The Board has diligently considered that this deviation is in
the best interest of the Company and its shareholders. Moreover, the Board is
of the opinion that the Private Placement is in compliance with the principles
of equal treatment of shareholders under the Norwegian Private Limited
Companies Act.
In its assessment, the Board inter alia emphasized that the Private Placement
enables the Company to efficiently raise equity capital for the intended
purpose and that the Private Placement is carried out at a premium compared to
the closing price of the Company's shares as of 11 November 2025 and to the
volume weighted average price (VWAP) of the Company's shares over the past
months, and therefore, based on the current market price, does not result in
financial dilution for the Company's existing shareholders. The Company had
also received underwriting commitments from the Underwriters to reduce
transaction risk and the Private Placement was conducted following a broad
pre-sounding towards existing larger shareholders of the Company and other
investors. Further, the Board has taken into consideration that the Private
Placement and ancillary corporate resolutions are subject to approval by the
EGM, at which the Company's shareholders will be given an opportunity to
express their opinion and vote over the related share capital increases.
On the basis of the above, the Board has concluded to not carry out a
subsequent offering.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Fearnley
Securities AS (the "Managers") acted as joint bookrunners in the Private
Placement. Wikborg Rein Advokatfirma AS serves as legal counsel to the
Company.
For further information, please contact:
Ingolf Gillesdal, CFO
Mob: +47 920 45 320
Mail: Ingolf.gillesdal@dolphindrilling.com
About Dolphin Drilling AS:
Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which
owns and operates a fleet of harsh environment mid-water & deep-water
semisubmersible drilling rigs, capable of working worldwide.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the Norwegian Securities Trading Act section 5-12.
This stock exchange release was published by Ingolf Gillesdal on the time and
date provided.
IMPORTANT INFORMATION
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. None of the Managers or any of their respective
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
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.
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.
Any offering of the securities referred to in this announcement will be made
by means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the
aforementioned subscription material. 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. The expression "EU Prospectus Regulation" means
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (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 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 only be
conducted 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 respective affiliates are acting exclusively for the
Company and no-one else in connection with the Private Placement. They will
not regard any other person as their respective clients in relation to the
Private Placement 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 Private Placement, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares
and other securities of the Company or related investments in connection with
the Private Placement or otherwise. Accordingly, references in any
subscription materials to the shares 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, such
Managers and any of their respective 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, each of 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.