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Noble Corporation plc announces changes to its share capital in connection with the Compulsory Purchase

November 09, 2022

SUGAR LAND, TEXAS, Nov. 10, 2022 /PRNewswire/ - Noble Corporation plc ("Noble") (CSE: NOBLE, NYSE: NE) today announces upcoming changes to its share capital. In connection with the completion of the compulsory purchase of the remaining outstanding shares of The Drilling Company of 1972 A/S ("Maersk Drilling") (the "Compulsory Purchase"), 4,150,967 new registered A ordinary shares each with a nominal value of USD 0.00001 will be issued and will be delivered on November 11, 2022 to certain remaining Maersk Drilling shareholders.

On October 4, 2022, Noble initiated the Compulsory Purchase of all remaining Maersk Drilling shares held by the remaining Maersk Drilling shareholders following the completion of the recommended voluntary share exchange offer to the shareholders of Maersk Drilling by Noble (the "Exchange Offer"). The notice  on the Compulsory Purchase pursuant to sections 70-72 of the Danish Companies Act is available in Danish and English on Noble's website, www.noblecorp.com.

In connection with the Compulsory Purchase, the remaining Maersk Drilling shareholders were requested to transfer their Maersk Drilling shares to Noble within a four-week compulsory purchase period, beginning on October 4, 2022, and ending on November 2, 2022 at 23:59 CET (the "Compulsory Purchase Period"). The remaining Maersk Drilling shareholders were offered to exchange their Maersk Drilling shares for a number of A ordinary shares of Noble (in the form of share entitlements) equal to the share consideration offered to the Maersk Drilling shareholders in the Exchange Offer (whereby each share in Maersk Drilling could be exchanged for 1.6137 A ordinary shares of Noble delivered in the form of share entitlements) or, alternatively, a full cash alternative, which amounted to DKK 340.98 (USD 46.79) per Maersk Drilling share. Any remaining Maersk Drilling shareholders who have not voluntarily accepted to transfer their Maersk Drilling shares to Noble prior to the expiry of the Compulsory Purchase Period will automatically receive the full cash alternative for the compulsory purchase of their Maersk Drilling shares expectedly on or around November 14, 2022.

On November 11, 2022, Noble will deliver 4,150,967 new A ordinary shares of Noble (in the form of share entitlements) to former Maersk Drilling shareholders who during the Compulsory Purchase Period elected to receive A ordinary shares of Noble (in the form of share entitlements) as consideration in the Compulsory Purchase, in the amount of 1.6137 A ordinary shares of Noble (in the form of share entitlements) per Maersk Drilling share. Further, Noble will on November 11, 2022 pay a total amount of DKK 94.5 million (USD 13 million), excluding cash consideration for entitlements to fractional shares) to former Maersk Drilling shareholders who during the Compulsory Purchase Period elected to receive cash consideration. Noble will pay a further aggregate cash consideration in the amount of DKK 435 million (USD 59.7 million) to the remaining Maersk Drilling shareholders who did not voluntarily accept to transfer their Maersk Drilling shares during the Compulsory Purchase Period, expectedly on or around November 14, 2022.

In addition, during the period from November 1, 2022, 10,944 new A ordinary shares in Noble each with a nominal value of USD 0.00001 have been issued. 6,467 new A ordinary shares have been issued to certain employees of Noble at no cost as a result of the vesting of restricted stock units. In addition, 4,477 new A ordinary shares have been issued to certain holders of warrants as a consequence of the exercise of warrants. The exercise price was USD 23.13 per A ordinary share for 2,005 of the new A ordinary shares, USD 19.27 per A ordinary share for 2,151 of the new A ordinary shares and 321 new A ordinary shares were issued as a result of cashless exercises. The total proceeds to Noble from the warrant exercises amount to USD 87,825.42.

The new A ordinary shares carry and will carry the same rights as the existing A ordinary shares of Noble. The new A ordinary shares will expectedly be admitted to trading and official listing on Nasdaq Copenhagen as of November 11, 2022.  

As a result of the changes, there will be a total of 135,085,781 A ordinary shares of Noble issued and outstanding with a nominal value of USD 0.00001 each.

IMPORTANT INFORMATION

This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for or otherwise acquire or dispose of any securities of Noble.

Certain statements in this announcement, including any attachments hereto, may constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and Noble and its subsidiaries (collectively, the "NobleGroup") anticipated or planned financial and operational performance. The words "targets", "believes", "continues", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "estimates", "projects", "potentially" or similar expressions or the negatives thereof, identify certain of these forward-looking statements. The absence of these words, however, does not mean that the statements are not forward-looking. Other forward-looking statements can be identified in the context in which the statements are made.

Although Noble believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on Noble's current expectations, estimates, forecasts, assumptions and projections about the Noble Group's business and the industry in which the Noble Group operates and/or which has been extracted from publications, reports and other documents prepared by the Noble Group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Noble Group's control that could cause the Noble Group's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Any forward-looking statements included in this announcement, including any attachment hereto, speak only as of today. Noble does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law or the rules of the New York Stock Exchange or Nasdaq Copenhagen. All subsequent written and oral forward-looking statements attributable to Noble or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this announcement, including any attachment hereto.

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Contact Noble Corporation
Ian Macpherson
Vice President of Investor Relations
T: +1 713-239-6507
M: imacpherson@noblecorp.com

About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and gas industry.  The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry.  Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.  Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide.  For further information visit www.noblecorp.com or email investors@noblecorp.com.

https://news.cision.com/noble-corporation-plc/r/noble-corporation-plc-announces-changes-to-its-share-capital-in-connection-with-the-compulsory-purch,c3664643

https://mb.cision.com/Public/21786/3664643/9b2f08db3cf90f24.pdf

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