DUBAI, UAE: Shell Drilling Ltd. announced that its wholly owned subsidiary Shelf Drilling (North Sea) Ltd. (“SDNS”) has entered into an asset purchase agreement to acquire five jack-up rigs from various subsidiaries of Noble Corporation for USD 375 million.

Shelf Drilling contemplates to secure equity financing to raise gross proceeds of USD 130-150 million by means of a placing and subscription for (i) new common shares in the Company and (ii) new common shares in SDNS (the “Private Placement”). The net proceeds from the Private Placement will, together with the debt financing (described below) and available cash, be used to finance the consideration payable pursuant to the Rig Purchase Agreement and any costs associated with the Acquisition.

RIG PURCHASE

The Rig Purchase Agreement includes the rigs Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert and Noble Lloyd Noble (the “Rigs”) and related support and infrastructure. Relevant offshore and onshore staff are expected to transfer with the Rigs.

Following the Acquisition, it is expected that Noble will continue to perform the current drilling program for the Noble Lloyd Noble under a bareboat charter arrangement with Shelf Drilling until approximately the second quarter of 2023 when the primary term of its current drilling contract is expected to end. The charter agreement would pass the economic benefit of its drilling contract to Shelf Drilling.

Drilling contracts for the other Rigs are expected to be novated from the Sellers to Shelf Drilling, subject to obtaining the consent of each counterparty. Noble will continue to provide certain customary transition support services for a limited period of time.

SDNS has paid a deposit of USD 37.5 million under the Rig Purchase Agreement, which will not be repayable in case SDNS fails to complete the Acquisition and such failure is due to non-satisfaction of the conditions precedent Shelf Drilling or SDNS are responsible for satisfying.

The Acquisition is intended to address the potential concerns identified by the UK Competition and Markets Authority (“CMA”) in the review of the proposed business combination between Noble and the Drilling Company of 1972 A/S announced on 10 November 2021 (the “Business Combination”). Closing of the Rig Purchase Agreement is subject to certain conditions, including, the completion of the Business Combination, CMA approval of the Acquisition and Shelf Drilling as a suitable purchaser and certain other customary conditions. It is expected that closing of the Acquisition will take place in September 2022.