Noble Corporation plc announces changes to its share capital

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Nov 26, 2022, 17:30 ET

SUGAR LAND, Texas, Nov. 26, 2022 /PRNewswire/ -- Noble Corporation plc ("Noble") (CSE: NOBLE, NYSE: NE) today announces changes to its share capital.

3,170 A ordinary shares with a nominal value of USD 0.00001 each (the "Excess Shares") issued by Noble 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") have been cancelled.

As further described in the Notice concerning the compulsory purchase to the shareholders of Maersk Drilling pursuant to sections 70-72 of the Danish Companies Act as published by Noble on October 4, 2022, the Excess Shares were issued due to the exchange ratio in the Compulsory Purchase of 1.6137 share entitlements, representing A ordinary shares of Noble, for each outstanding Maersk Drilling share resulting in the holders of Maersk Drilling shares, who elected to receive share consideration in the Compulsory Purchase, being entitled to a number of fractional share entitlements representing fractional A ordinary shares of Noble. Such fractional share entitlements were not delivered in the Compulsory Purchase to the holders of Maersk Drilling shares but were instead settled in cash in accordance with the terms of the Compulsory Purchase. As a result, the Excess Shares, representing the totality of the fractional share entitlements not delivered in the Compulsory Purchase have been cancelled.

In addition, during the period since November 10, 2022, 2,188 new A ordinary shares each with a nominal value of USD 0.00001 have been issued to certain holders of warrants as a consequence of cash and cashless exercises of warrants. The exercise price was USD 19.27 per A ordinary share for 1,248 of the new A ordinary shares, USD 23.13 per A ordinary share for 407 of the new A ordinary shares, USD 124.40 per A ordinary share for 18 of the new A ordinary shares and 515 new A ordinary shares were issued as a result of cashless exercises. The total proceeds to Noble from the warrant exercises amount to USD 35,702.07.

The new A ordinary shares carry the same rights as the existing A ordinary shares of Noble. The new A ordinary shares will be admitted to trading and official listing on Nasdaq Copenhagen.

As a result of the changes, there are a total of 135,084,799 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 [email protected].

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.