Today techs Nasdaq Copenhagen A/S has conditionally authorized Maersk

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

As introduced in firm announcement no. 18/2022, Noble Company plc (“Topco”) has requested The Drilling Firm of 1972 A/S (“Maersk Drilling”) to delist its shares from buying and selling and official itemizing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”).

Nasdaq Copenhagen has as we speak authorized such request conditioned upon Topco’s initiation of a obligatory buy following which the final day of buying and selling and official itemizing of the shares in Maersk Drilling on Nasdaq Copenhagen is predicted to be 3 October 2022 and the delisting is predicted to be efficient from 4 October 2022. Consequently, Maersk Drilling shareholders who haven’t accepted the beneficial voluntary public share alternate provide by Topco (the “Change Provide”) will expectedly not be capable of commerce Maersk Drilling shares on Nasdaq Copenhagen after 3 October 2022.

As a substitute, these Maersk Drilling shareholders, apart from Topco, are anticipated to have their shares compulsorily bought by Topco in accordance with sections 70-72 of the Danish Corporations Act, which is predicted to be initiated on 4 October 2022 (the “Obligatory Buy”). Such Maersk Drilling shareholders can elect to obtain both (A) numerous A peculiar shares of Topco, delivered within the type of share entitlements, equal to the consideration supplied to Maersk Drilling shareholders who accepted the Change Provide (whereby every share in Maersk Drilling may be exchanged for 1.6137 A peculiar shares of Topco) or (B) a full money various, which is able to quantity to DKK 340.98 (USD 46.79) per Maersk Drilling share. It’s famous that the present market worth of Maersk Drilling shares and the longer term market worth of A peculiar shares of Topco, within the type of share entitlements, could range on this regard which may have no impression on the consideration supplied in reference to the Obligatory Buy by Topco.

Capitalised phrases used on this announcement however not outlined herein shall have the which means ascribed to them within the provide doc ready in reference to the Change Provide.

For additional info, please contact:
Michael Harboe-Jørgensen
Head of Investor Relations
+45 23 28 57 33
Michael.harboe-jorgensen@maerskdrilling.com

Kristoffer Apollo
Head of Media Relations
+45 27 90 31 02
Kristoffer.apollo@maerskdrilling.com

About Maersk Drilling
With 50 years of expertise working in essentially the most difficult offshore environments, Maersk Drilling (CSE:DRLCO) offers accountable drilling companies to vitality corporations worldwide. Headquartered in Denmark, Maersk Drilling owns and operates a fleet of offshore drilling rigs and specialises in harsh setting and deepwater operations.  For extra details about Maersk Drilling, go to www.maerskdrilling.com.

About Noble
Noble Company (“Noble”) (NYSE: NE) is a number one offshore drilling contractor for the oil and fuel trade.  Noble owns and operates one of the crucial trendy, versatile, and technically superior fleets within the offshore drilling trade.  Noble and its predecessors have been engaged within the contract drilling of oil and fuel wells since 1921.  At present, Noble performs, by way of its subsidiaries, contract drilling companies centered largely on ultra-deepwater and high-specification jackup drilling alternatives in each established and rising areas worldwide.  Extra info on Noble is accessible at www.noblecorp.com.

About Topco
Topco is a public restricted firm shaped beneath the legal guidelines of England and Wales and is an oblique, wholly owned subsidiary of Noble. So far, Topco doesn’t personal any materials enterprise property or function any enterprise. Upon consummation of the enterprise mixture with Maersk Drilling, Topco shall be listed on the New York Inventory Change and Nasdaq Copenhagen A/S, and Topco will personal the companies of Noble, Maersk Drilling and their respective subsidiaries. For extra info on Topco, go to www.noblecorp.com.

Ahead-Trying Statements
This communication could embody forward-looking statements throughout the which means of U.S. federal securities legal guidelines with respect to the proposed transaction, together with the advantages of the transaction, the anticipated timing of the transaction, the services and products supplied by Noble and Maersk Drilling and the markets by which they function, and Noble’s and Maersk Drilling’s projected future monetary and working outcomes. Ahead-looking statements are usually recognized by terminology corresponding to “imagine,” “could,” “will,” “doubtlessly,” “estimate,” “proceed,” “anticipate,” “intend,” “may,” “would,” “ought to,” “undertaking,” “goal,” “plan,” “anticipate,” or the negatives of those phrases or variations of them or comparable terminology. The absence of those phrases, nevertheless, doesn’t imply that the statements aren’t forward-looking. Any forward-looking statements are primarily based upon present expectations, beliefs, estimates and assumptions that, whereas thought of cheap as and when made by Noble and its administration, and Maersk Drilling and its administration, because the case could also be, are topic to dangers, uncertainties, and different elements that might trigger precise outcomes to vary materially from these expressed or implied by such forward-looking statements. New dangers and uncertainties could emerge once in a while, and it isn’t potential to foretell all dangers and uncertainties.

Many elements may trigger precise future occasions to vary materially from the forward-looking statements on this announcement, together with however not restricted to: (i) the chance that the transaction will not be accomplished in a well timed method or in any respect, which can adversely have today techs an effect on the value of Noble’s and Maersk Drilling’s securities, (ii) the failure to fulfill the situations to the consummation of the transaction, (iii) the incidence of any occasion, change or different circumstance that might give rise to the termination of the enterprise mixture settlement, (iv) the consequences of public well being threats, pandemics and epidemics and the opposed impression thereof on Noble’s or Maersk Drilling’s enterprise, monetary situation and outcomes of operations, (v) the impact of the announcement or pendency of the transaction on Noble’s or Maersk Drilling’s enterprise relationships, efficiency, and enterprise usually, (vi) dangers that the proposed transaction disrupt present plans of Noble or Maersk Drilling and potential difficulties in Noble’s or Maersk Drilling’s worker retention on account of the proposed transaction, (vii) the end result of any authorized proceedings that could be instituted in opposition to Noble or Maersk Drilling associated to the enterprise mixture settlement or the proposed transaction, (viii) the power of Topco to checklist the Topco shares on NYSE or the Nasdaq Copenhagen, (ix) volatility within the worth of Topco’s securities as a consequence of a wide range of elements, together with modifications within the aggressive markets by which Topco plans to function, variations in efficiency throughout opponents, modifications in legal guidelines and laws affecting Topco’s enterprise and modifications within the mixed capital construction, (x) the consequences of actions by, or disputes amongst OPEC+ members with respect to manufacturing ranges or different issues associated to the value of oil, market situations, elements affecting the extent of exercise within the oil and fuel trade, and provide and demand of jackup rigs, (xi) elements affecting the length of contracts, the precise quantity of downtime, (xii) elements that scale back relevant dayrates, working hazards and delays, (xiii) dangers related to operations outdoors the US, actions by regulatory authorities, credit standing companies, clients, three way partnership companions, contractors, lenders and different third events, laws and laws affecting drilling operations, compliance with regulatory necessities, violations of anti-corruption legal guidelines, shipyard threat and timing, delays in mobilization of jackup rigs, hurricanes and different climate situations, and the longer term worth of oil and fuel, and (xiv) the power to implement enterprise plans, forecasts, and different expectations (together with with respect to synergies and monetary and operational metrics, corresponding to EBITDA and free money circulate) after the completion of the proposed transaction, and to determine and understand further alternatives, (xv) the failure to understand anticipated advantages of the proposed transaction, (xvi) dangers associated to the power to appropriately estimate working bills and bills related to the transaction, (xvii) dangers associated to the power to undertaking future money utilization and reserves wanted for contingent future liabilities and enterprise operations, (xviii) the potential impression of announcement or consummation of the proposed transaction on relationships with third events, (xix) modifications in regulation or laws affecting Noble, Maersk Drilling or the mixed firm, (xx) worldwide, nationwide or native financial, social or political situations that might adversely have an effect on the businesses and their enterprise, (xxi) situations within the credit score markets that will negatively have an effect on the businesses and their enterprise, and (xxii) dangers related to assumptions that events make in reference to the events’ vital accounting estimates and different judgements. The foregoing checklist of things just isn’t exhaustive. There may be no assurance that the longer term developments affecting Noble, Maersk Drilling or any successor entity of the Enterprise Mixture shall be those who we have now anticipated.

Any forward-looking statements contain numerous dangers, uncertainties (a few of that are past Noble’s or Maersk Drilling’s management) or different assumptions that will trigger precise outcomes or efficiency to be materially completely different from these expressed or implied by these forward-looking statements or from our historic expertise and our current expectations or tasks. It’s best to rigorously think about the foregoing elements and the opposite dangers and uncertainties that have an effect on the events’ companies, together with these described in Noble’s Annual Report on Kind 10-Okay, Quarterly Experiences on Kind 10-Q, Present Experiences on Kind 8-Okay and different paperwork filed once in a while by Noble and Topco with the U.S. Securities and Change Fee (“SEC”) and people described in Maersk Drilling’s annual reviews, related reviews and different paperwork revealed once in a while by Maersk Drilling. Noble and Maersk Drilling want to warning you to not place undue reliance on any forward-looking statements, which communicate solely as of the date hereof. Besides as required by regulation, Noble and Maersk Drilling aren’t enterprise any obligation to replace or revise any forward-looking statements whether or not on account of new info, future occasions or in any other case.

Extra Info and The place to Discover It
In reference to the proposed enterprise mixture, Topco has filed a Registration Assertion on Kind S-4 with the SEC that features (1) a proxy assertion of Noble that additionally constitutes a prospectus for Topco and (2) an providing prospectus of Topco for use in reference to Topco’s provide to alternate shares in Maersk Drilling for Topco shares. The registration assertion on Kind S-4, as amended, was declared efficient by the SEC on 11 April 2022. As well as, on 8 August 2022, Topco has additionally revealed a proposal doc (the “Provide Doc”) and an exemption doc (the “Exemption Doc”) as authorized by the Danish Monetary Supervisory Authority (Finanstilsynet) in relation to the Change Provide. This communication doesn’t include all the knowledge that needs to be thought of in regards to the proposed transaction and isn’t supposed to kind the idea of any funding resolution or another resolution in respect of the proposed enterprise today techs mixture.

INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS, THE EXEMPTION DOCUMENT AND THE OFFER DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN THEIR ENTIRETY AS WELL AS ANY OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED BY EACH OF TOPCO AND NOBLE WITH THE SEC OR THE DANISH FINANCIAL SUPERVISORY AUTHORITY OR PUBLISHED ON NOBLE’S AND/OR MAERSK DRILLING’S WEBSITES AT WWW.NOBLECORP.COM AND WWW.MAERSKDRILLING.COM, RESPECTIVELY, IN CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, MAERSK DRILLING AND NOBLE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.

Traders and shareholders can receive free copies of the proxy assertion/prospectus and all different paperwork filed with the SEC by Topco and Noble by way of the web site maintained by the SEC at www.sec.gov. As well as, traders and shareholders are capable of receive free copies of the proxy assertion/prospectus and different paperwork associated thereto on Maersk Drilling’s web site at www.maerskdrilling.com or Noble’s web site at www.noblecorp.com, or by written request to Noble at Noble Company, Attn: Richard B. Barker, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478.

Essential Discover
This announcement is for info functions solely and doesn’t represent or include any invitation, solicitation, suggestion, provide or recommendation to any individual to subscribe for or in any other case purchase or get rid of any securities of Noble, Maersk Drilling or Topco. Closing phrases and additional provisions relating to the Change Provide are disclosed within the Provide Doc, the Exemption Doc and in paperwork filed or that shall be filed with the SEC.

Until required by necessary regulation, no motion has been or shall be taken in any jurisdiction apart from Denmark and the US that may allow the Topco Shares, the Acceptance Shares (as outlined within the Provide Doc) or Money Acceptance Shares (as outlined within the Provide Doc), or allow possession or distribution of the Provide Doc and/or the Exemption Doc or any promoting materials regarding the Topco Shares, the Acceptance Shares or Money Acceptance Shares, besides as described within the Provide Doc or the Exemption Doc.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE BUSINESS COMBINATION BETWEEN NOBLE AND MAERSK DRILLING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE EXEMPTION DOCUMENT, THE OFFER DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE EXCHANGE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE UNDER U.S. LAW.

In any member state of the European Financial Space apart from Denmark (every a “Related State”), this announcement, together with any attachments hereto, is simply addressed to, and is simply directed at shareholders of Maersk Drilling in that Related State that fulfil the standards for exemption from the duty to publish a prospectus, together with certified traders, throughout the which means of the Prospectus Regulation.

This announcement, together with any attachments hereto, has been ready on the idea that each one gives of Topco Shares, Acceptance Shares and Money Acceptance Shares supplied within the Change Provide, apart from the provide contemplated in Denmark, shall be made pursuant to an exemption beneath Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the today techs requirement to provide a prospectus for gives of Topco Shares, Acceptance Shares and Money Acceptance Shares. Accordingly, any individual making or meaning to make any provide inside a Related State of Topco Shares, Acceptance Shares or Money Acceptance could solely accomplish that in circumstances by which no obligation arises for Topco to provide a prospectus for such provide. Topco has not authorised, and Topco won’t authorise, the making of any provide of Topco Shares, Acceptance Shares or Money Acceptance Shares by way of any monetary middleman, apart from gives made by Topco which represent the ultimate provide of Topco Shares, Acceptance Shares and Money Acceptance Shares as contemplated by way of the Change Provide.

The Topco Shares, the Acceptance Shares and the Money Acceptance Shares supplied within the Change Provide haven’t been, and won’t be, supplied to the general public in any Related State. However the foregoing, an providing of the Topco Shares, the Acceptance Shares and the Money Acceptance Shares supplied within the Change Provide could also be made in a Related State: (i) to any certified investor as outlined within the Prospectus Regulation; (ii) to fewer than 150 pure or authorized individuals per Related State (apart from certified traders as outlined within the Prospectus Regulation); (iii) to traders who purchase Topco Shares, Acceptance Shares and Money Acceptance Shares for a complete consideration of not less than EUR 100,000 per investor, for every separate provide; and (iv) in another circumstances falling inside Article 1(4) of the Prospectus Regulation, topic to acquiring the prior consent of Topco and offered that no such provide of Topco Shares, Acceptance Shares or Money Acceptance Shares shall end in a requirement for the publication by Topco of a prospectus pursuant to Article 3 of the Prospectus Regulation or a supplementary prospectus pursuant to Article 23 of the Prospectus Regulation.

For the needs of the foregoing paragraph, the expression an “provide to the general public” in relation to any Topco Shares, Acceptance Shares or Money Acceptance Shares in any Related State means the communication in any kind and by any technique of adequate info on the phrases of the Change Provide as to allow an investor to determine to take part within the Change Provide.

In the UK, this announcement, together with any attachments hereto, is simply addressed to and directed at individuals who’re (a) each “certified traders” (throughout the which means of the UK model of the Prospectus Regulation because it varieties a part of UK regulation by advantage of the European Union (Withdrawal) Act 2018, and both(i) individuals who’ve skilled expertise in issues regarding investments falling inside Article 19(5) of the Monetary Providers and Markets Act 2000 (Monetary Promotion) Order 2005, as amended (the “FSMA Order”); or (ii) individuals who’re excessive internet price entities falling inside Article 49(2)(a) to (d) of the FSMA Order; and/or (b) individuals to whom it might in any other case lawfully be communicated to, together with beneath the FSMA Order (all such individuals (a) and (b) collectively being known as “U.Okay. Related Individuals”). Any funding exercise to which this announcement, together with any attachments hereto, is simply accessible to U.Okay. Related Individuals. Any one who just isn’t a U.Okay. Related Individual mustn’t act on or depend on this announcement, together with any attachments hereto, or any of its contents.

The Change Provide is topic to the legal guidelines of Denmark. The Change Provide pertains to the securities of a Danish firm and is topic to the disclosure necessities relevant beneath Danish regulation, which can be completely different in materials points from these relevant in the US, the UK or another relevant jurisdiction.

The Change Provide is being made within the U.S. pursuant to Part 14(e) of, and Regulation 14E promulgated beneath, the U.S. Securities and Change Act of 1934, as amended (the “Change Act”), topic to the exemptions offered by Rule 14d-1(c) beneath the Change Act and in any other case in accordance with the necessities of Danish regulation. The Change Provide just isn’t topic to Part 14(d)(1) of, or Regulation 14D promulgated beneath, the Change Act. Maersk Drilling just isn’t at the moment topic to the periodic reporting necessities beneath the Change Act and isn’t required to, and doesn’t, file any reviews with the SEC thereunder.

The Change Provide is made to Maersk Drilling Shareholders who’re residing in the US, or who’re U.Okay. Related Individuals residing in the UK, on the identical phrases and situations as these made to all different Maersk Drilling Shareholders to whom the Change Provide is made. Any info paperwork are being disseminated to Maersk Drilling Shareholders who’re residing in the US, or who’re U.Okay. Related Individuals residing in the UK, on a foundation fairly corresponding to the tactic that such today techs paperwork are offered to the opposite Maersk Drilling Shareholders.

As well as, the procedures for the tender of Maersk Drilling Shares and settlement of the consideration as a consequence of every Maersk Drilling Shareholder who accepts the Change Provide shall be carried out in accordance with the foundations relevant in Denmark, which can differ in materials points from the foundations and procedures relevant to a young provide for the securities of a home firm in the US or the UK, particularly with respect to withdrawal rights, provide timetable, settlement procedures and the fee date of the securities.

This announcement, together with any attachments hereto, doesn’t comprise a prospectus for the needs of the U.Okay. Prospectus Regulation and has not been authorized by or filed with the Monetary Conduct Authority in the UK.

If Topco obtains the requisite variety of Maersk Drilling Shares, every Maersk Drilling Shareholder residing in the UK who just isn’t a U.Okay. Related Individual could have their Maersk Drilling Shares compulsorily acquired beneath the obligatory buy provisions of the Danish Corporations Act.

The Change Provide just isn’t being made, and the Maersk Drilling Shares won’t be accepted for buy from or on behalf of individuals, in any jurisdiction by which the making or acceptance thereof wouldn’t be in compliance with the securities legal guidelines or different legal guidelines, guidelines or laws of such jurisdiction or would require any registration, approval or submitting with any regulatory authority not expressly contemplated by the Provide Doc and/or the Exemption Doc. Individuals acquiring the Provide Doc and/or the Exemption Doc and/or into whose possession the Provide Doc and/or the Exemption Doc comes are required to take due observe and observe all such restrictions and procure any obligatory authorisations, approvals or consents. Neither Topco nor any of its advisors settle for any legal responsibility for any violation by any individual of any such restriction. Any individual (together with, with out limitation, custodians, nominees and trustees) who intends to ahead the Provide Doc and/or the Exemption Doc or any associated doc to any jurisdiction outdoors Denmark ought to inform themselves of the legal guidelines of the related jurisdiction and must also rigorously learn the knowledge contained within the Provide Doc and the Exemption Doc, earlier than taking any motion. The distribution of the Provide Doc and/or the Exemption Doc in jurisdictions apart from Denmark could also be restricted by regulation, and, due to this fact, individuals who come into possession of the Provide Doc and/or the Exemption Doc ought to inform themselves about and observe such restrictions. Any failure to adjust to any such restrictions could represent a violation of the securities legal guidelines and laws of any such jurisdiction.

Any failure to adjust to these restrictions could represent a violation of relevant securities legal guidelines. It’s the accountability of all individuals acquiring the Provide Doc, the acceptance kind included as Appendix 1 within the Provide Doc, the Exemption Doc and/or different paperwork regarding the Provide Doc and/or the Exemption Doc or to the Change Provide or into whose possession such paperwork in any other case come, to tell themselves of and observe all such restrictions. Any recipient of the Provide Doc and/or the Exemption Doc who’s in any doubt in relation to those restrictions ought to seek the advice of its, his or her skilled advisors within the related jurisdiction. Neither Topco nor the monetary advisors to Noble settle for or assume any accountability or legal responsibility for any violation by any individual whomsoever of any such restriction.

In accordance with customary Danish observe and topic to the necessities of Danish regulation, guidelines and laws, Topco or any entity performing in live performance with Topco and any of their respective nominees or brokers (performing as brokers or in an analogous capability), could once in a while make sure purchases of, or preparations to buy, Maersk Drilling Shares or securities which might be convertible into, today techs exchangeable for or exercisable for Maersk Drilling Shares outdoors the Change Provide, earlier than or in the course of the interval by which the Change Provide stays open for acceptance. These purchases could happen both within the open market at prevailing costs or in personal transactions at negotiated costs, in every case, to the extent permissible beneath regulation (embody Rule 14e-5 beneath the Change Act). Any details about such purchases shall be introduced by way of Nasdaq Copenhagen A/S and related digital media if, and to the extent, such announcement is required beneath relevant Danish regulation, guidelines or laws. As well as, within the peculiar course of enterprise, the monetary advisors to Topco, Noble, any entity performing in live performance with Topco, or Danske Financial institution A/S as settlement agent, and their respective associates, could make or maintain a broad array of investments together with serving as counterparties to sure spinoff and hedging preparations and actively commerce debt and fairness monetary devices (or associated spinoff monetary devices) and different kinds of monetary devices (together with financial institution loans) for their very own account and for the accounts of their clients, and such funding and monetary instrument actions could contain securities and/or devices of Maersk Drilling.

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