ACQUISITION OF FIVE JACK-UP RIGS FROM NOBLE CORPORATION

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escveritas
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ACQUISITION OF FIVE JACK-UP RIGS FROM NOBLE CORPORATION

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SHELF DRILLING ANNOUNCES AGREEMENT TO ACQUIRE FIVE JACKUP RIGS FROM NOBLE CORPORATION

Dubai, 23 June 2022 – Shell Drilling, Ltd. ("Shelf Drilling" or the "Company", OSE: SHLF) announces that its wholly owned subsidiary Shelf Drilling (North Sea), Ltd. ("SDNS") has entered into an asset purchase agreement to acquire five jack-up rigs from various subsidiaries ("Sellers") of Noble Corporation ("Noble") for USD 375 million (the "Rig Purchase Agreement" and the "Acquisition", respectively).

Shelf Drilling contemplates to secure equity financing to raise gross proceeds of USD 130-150 million by means of a placing and subscription for (i) new common shares in the Company and (ii) new common shares in SDNS (the "Private Placement"). The net proceeds from the Private Placement will, together with the debt financing (described below) and available cash, be used to finance the consideration payable pursuant to the Rig Purchase Agreement and any costs associated with the Acquisition.

RIG PURCHASE

The Rig Purchase Agreement includes the rigs Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert and Noble Lloyd Noble (the "Rigs") and related support and infrastructure. Relevant offshore and onshore staff are expected to transfer with the Rigs.

Following the Acquisition, it is expected that Noble will continue to perform the current drilling program for the Noble Lloyd Noble under a bareboat charter arrangement with Shelf Drilling until approximately the second quarter of 2023 when the primary term of its current drilling contract is expected to end. The charter agreement would pass the economic benefit of its drilling contract to Shelf Drilling.

Drilling contracts for the other Rigs are expected to be novated from the Sellers to Shelf Drilling, subject to obtaining the consent of each counterparty. Noble will continue to provide certain customary transition support services for a limited period of time.

SDNS has paid a deposit of USD 37.5 million under the Rig Purchase Agreement, which will not be repayable in case SDNS fails to complete the Acquisition and such failure is due to non-satisfaction of the conditions precedent Shelf Drilling or SDNS are responsible for satisfying.

The Acquisition is intended to address the potential concerns identified by the UK Competition and Markets Authority ("CMA") in the review of the proposed business combination between Noble and the Drilling Company of 1972 A/S announced on 10 November 2021 (the "Business Combination"). Closing of the Rig Purchase Agreement is subject to certain conditions, including, the completion of the Business Combination, CMA approval of the Acquisition and Shelf Drilling as a suitable purchaser and certain other customary conditions. It is expected that closing of the Acquisition will take place in September 2022.

CONTEMPLATED PRIVATE PLACEMENT

The Company has engaged DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS (the "Managers"), to assist the Company and SDNS in connection with the Private Placement, terms of which are being announced in a eparate announcement immediately after this announcement.

DEBT FACILITY

Shelf Drilling also intends to raise USD 200 to 225 million in senior secured debt financing which, together with the equity contribution, will be used to fund the Acquisition by SDNS. The Company aims to complete the debt placement in the ensuing several weeks and close concurrent with the completion of the Acquisition.
escveritas
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Re: ACQUISITION OF FIVE JACK-UP RIGS FROM NOBLE CORPORATION

Unread post by escveritas »

Dubai, 23 June 2022: Reference is made to the announcements by Shelf Drilling, Ltd. (“Shelf Drilling”) regarding the signed asset purchase agreement (the “APA”) between Shelf Drilling (North Sea), Ltd. (“SDNS”), a wholly-owned subsidiary of Shelf Drilling and Noble Corporation (“Noble”) for SDNS’s acquisition of five North Sea capable jack-up rigs (the “Rigs”), including related contracts and employees (the “Acquisition”) for a total consideration of USD 375 million, and the announcement by Noble and the Drilling Company of 1972 A/S (“Maersk Drilling”) regarding the requirement by the UK Competition and Market Authority (the “CMA”) for Noble to divest the Rigs in order to be granted antitrust clearance for the ongoing business combination between Noble and Maersk Drilling (the “Merger”).

Shelf Drilling and SDNS have retained DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS as Joint Bookrunners (collectively the “Managers”) to advise on and effect a private placement, through an accelerated bookbuilding process, of new common shares in Shelf Drilling (the “PP1 Offer Shares”) in the form of depository receipts, each with a par value of USD 0.01, to raise gross proceeds of the NOK equivalent of USD 50-70 million (“PP1”) and a private placement of new common shares in SDNS (the “PP2 Offer Shares”) in the form of depository receipts to raise gross proceeds of up to USD 80 million (“PP2”, and together with PP1, the “Private Placements”). The number of PP1 Offer Shares will not however, exceed approx. 46 million new common shares.

SDNS is expected to apply for listing of its shares on either Euronext Growth or Euronext Expand as soon as possible after completion of the Private Placements, and the ownership of SDNS is expected to be split approximately 60% and approximately 40% between Shelf Drilling and investors allocated PP2 Offer Shares in SDNS, respectively, subject to the Completion Conditions (as defined below) being satisfied and the gross proceeds raised in each of the Private Placements. Shelf Drilling will hold a majority share of SDNS regardless of the total gross proceeds raised in the Private Placements.

TRANSACTION DETAILS

The net proceeds from the Private Placements will, together with cash at hand and debt financing, be used to finance the purchase price for the Acquisition. The net proceeds from PP1 will be reinvested by Shelf Drilling into SDNS, for the sole purpose of financing the Acquisition. However, in the event the PP2 Conditions are not met or waived and PP2 is cancelled, PP1 may still have been completed and the net proceeds from PP1 will then be used by Shelf Drilling for other growth initiatives and general corporate purposes.
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