15 Apr 2026 23:41 CEST
Dolphin Drilling AS
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, 15 April 2026: Reference is made to the previous stock exchange
announcement made by Dolphin Drilling AS (the "Company") regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares").
The Company is pleased to announce that the Private Placement has been
successfully placed. The Private Placement attracted strong investor demand,
and in consultation with the Managers (as defined below), the Company
therefore resolved to upsize the size of the Private Placement from the NOK
equivalent of USD 50-55 million to the NOK equivalent of approximately USD
62.5 million, in order to accommodate for healthy allocations. The Company's
board of directors (the "Board") has resolved to allocate 236,000,000 Offer
Shares in the Private Placement (together the "Offer Shares") at a fixed
subscription price of NOK 2.50 per Offer Share (the "Offer Price").
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Fearnley
Securities AS acted as joint bookrunners for the Private Placement (the
"Managers").
Dolphin Drilling's Chairman, Ronny Bjørnådal, said: "Today's significantly
oversubscribed equity raise represents a decisive turning point for Dolphin
Drilling. With strong support from both existing and new shareholders, we have
taken an important first step toward re-establishing Dolphin Drilling as a
stronger offshore drilling company, underpinned by a significantly more robust
balance sheet and solid liquidity position. This positions the Company with a
powerful platform to pursue attractive strategic initiatives, as well as
consolidation and growth opportunities."
Michael Boyd, Dolphin Drilling CEO, commented: "The company has set out the
clear ambition to re-establish Dolphin Drilling as a stable, efficient, and
investable platform capable for growth. To do that, we have strategic
objectives focused on continuing to deliver safe and efficient operations,
reducing structural cost, and targeting longer term earning visibility through
contract backlog. Recent LOI awards announcing multi-year contracts indicate
solid progress towards this, and today's announcement regarding the successful
close of Company refinancing, with strong support from our main shareholder,
provides the necessary financial runway."
As announced in the previous stock exchange announcement prior to the Private
Placement, the Company and its subsidiaries entered into amendments to its
existing credit facilities (the "Recapitalization Plan"), including to the USD
65 million loan facility of Dolphin Drilling Limited (the "Loan Facility
Amendment") and the bond terms between Dolphin Drilling Offshore AS and Nordic
Trustee (the "Nordic Bond Amendment"). As part of the Loan Facility Amendment,
the existing lender has provided a USD 7.5 million bridge loan (the "Bridge
Tranche").
The net proceeds from the Private Placement, will be used to repay the Bridge
Tranche, fund reactivation costs for the "Borgland Dolphin" for the contract
with Repsol, contract preparations, working capital expenses, and for general
corporate purposes.
Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master
Fund and certain other accounts ("Svelland"), Starship Investments AS and
Starship Norway AS (jointly referred to as "Starship"), had, subject to
customary conditions, irrevocably undertaken to apply and subscribe for Offer
Shares for an aggregate amount of the NOK equivalent of USD 15 million and USD
3 million, respectively, pursuant to pre-commitment undertakings. A
pre-commitment fee equal to 10% of the pre-committed amount will be payable by
the Company to each of Svelland and Starship in the form of a total of
6,796,584 new shares in the Company (the "Commission Shares") at a
subscription price equal to the Offer Price. Svelland and Starship have been
conditionally allocated their full pre-committed amounts in the Private
Placement.
The issuance of Offer Shares and the Commission Shares will be subject to
approval by an extraordinary general meeting of the Company expected to be
held on or about 30 April 2026 (the "EGM").
Notifications of conditional allotment of Offer Shares are expected to be
distributed to the applicants by the Managers on or about 16 April 2026.
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment ("DvP") basis on or about 5 May 2026, subject to
fulfilment of the Conditions (as defined 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 to be entered into between the
Company and the Managers (the "Pre-funding Agreement").
Completion of the Private Placement remains subject to: (A) the Company having
confirmed in writing to the Managers that all conditions precedent for
effectuation of the Loan Facility Amendment and Nordic Bond Amendment have
been satisfied or will be satisfied upon completion of the Private Placement;
(B) 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 a share capital reduction to facilitate the
subscription of Offer Shares and an authorisation to issue the Commission
Shares; (C) registration of the share capital increase pertaining to issue of
the Offer Shares in the Norwegian Register of Business Enterprises and the
Offer Shares being validly issued and registered in the VPS; (D) the
Pre-Funding Agreement remaining unmodified and in full force and effect
pursuant to its terms and conditions, and (E) the Company having confirmed
that (i) no bankruptcy proceedings have been opened by a court after petition
for bankruptcy (Nw. konkursbegjæring) filed against the Company; (ii) the
Company has not initiated voluntary winding-up proceedings (Nw. begjæring om
oppbud); (iii) no application for reconstruction (Nw. rekonstruksjon) pursuant
to the Norwegian Reconstruction Act has been filed in respect of the Company;
and (iv) no notice of acceleration has occurred under any loan or credit
facility to which the Company is a party. 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 1,005,094,858 divided into 402,037,943 shares, each
with a nominal value of NOK 2.50.
Neither the Managers, 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 Board at the EGM to (i) decrease the share capital
of the Company by reducing the nominal value of the shares of the Company to
facilitate the subscription of Offer Shares, (ii) increase the share capital
to issue the Offer Shares, and (iii) authorise the Board to issue the
Commission Shares.
Equal treatment considerations
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 Private Placement has been diligently considered by the
Board in light of the principles of equal treatment of shareholders under the
Norwegian Private Limited Companies Act, and the Board is of the opinion that
it is in compliance with these principles.
In its assessment, the Board has inter alia emphasised that the Private
Placement enables the Company to efficiently raise equity capital for the
intended purpose and that the Private Placement was carried out at a premium
compared to the closing price of the Company's shares as of 15 April 2026 and
close to the volume weighted average price (VWAP) of the Company's shares over
the past month. The Board also emphasised that the Private Placement is
closely linked to the Recapitalization Plan and that the proposed structure
has the necessary support from the Company's largest shareholder. 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 are acting 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" as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
regulations 2024, 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.
More information:
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Dolphin Drilling AS
Oslo Børs Newspoint
DOLPHIN DRILLING AS
NO0013711739
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