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.