Borr Drilling Limited - Mandatory notification of trade and significant holding

Bermuda, 19 April 2023

On 25 January 2023, Drew Holdings Ltd. ("Drew") entered into a share lending agreement ("SLA") with Borr Drilling Limited (the "Company") (NYSE and OSE: "BORR") and DNB Markets, a part of DNB Bank ASA ("DNB"), for the purpose of facilitating investors' hedging activities in connection with the Company's convertible bond issue announced on 24 January 2023. Please refer to the stock exchange notice published by the Company on 24 January 2023 and from Drew on 30 January 2023 for further details of the SLA.

Pursuant to the SLA, Borr shall make 25 million loan shares available to DNB. The Company refers to the announcements on 1 February and 24 February 2023 in which the Company announced the increase of its share capital by issuing 25 million shares in total for this purpose (the "Treasury Shares").

The Treasury Shares were placed under a separate ISIN and have not been admitted to trading on Oslo Stock Exchange or any other stock exchange.

In accordance with the SLA, Drew made, on behalf of the Company, 15 million of its own shares available for lending by DNB, whereby DNB has currently borrowed 14,232,778 shares (the "DNB Share Loan") until the Treasury Shares are tradeable.

As compensation for Drew's share loan to DNB on behalf of the Company, Borr lent 15 million of the Treasury Shares to Drew, as announced by the Company on 24 February 2023 (the "Drew Share Loan").

The Company announced on 18 April 2023 the publication of a listing prospectus (the "Prospectus") i.a. for the listing of the Treasury Shares on the Oslo Stock Exchange. Upon the publication of the Prospectus, the Treasury Shares are no longer restricted and were admitted to trading on Oslo Stock Exchange with the first trading date being 19 April 2023.

Drew has today settled the Drew Share Loan by transferring 15,000,000 ordinary shares to the Company.

Following the settlement of the Drew Share Loan, the Company provided 14,232,778 loan shares to DNB pursuant to the SLA to provide the loan shares as the sole lender under the SLA.

Following the Company's transfer of 14,232,778 shares to DNB, DNB has settled the DNB Share Loan by transferring to Drew an equal number of shares. 

Drew's shareholding was decreased to less than 5% of the shares in the Company during the settlement process. Upon completion of the settlement process, Drew again holds 15,792,857 shares in the Company, representing approximately 6.2 % and consequently more than 5 % of the shares and votes of the Company. As such, Drew is no longer a share lender or share borrower under the SLA. Drew's total shareholding remains unchanged by this settlement and unchanged since the Company's announcement on 24 February 2023.

This information is subject to disclosure requirements pursuant to Sections 4-2 and 5-12 of the Norwegian Securities Trading Act and article 19 of the Regulation EU 596/2014 (Market Abuse Regulation).

Drew is represented on the Board of Directors of the Company by Mr. Tor Olav Trøim, being Chairman and Director, defined by the Market Abuse Regulation as a person discharging managerial responsibilities ("PDMR").

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208