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.
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.
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 "Noble Group") 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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