Noble Corporation reports transactions made by persons discharging managerial responsibilities

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Oct 03, 2022, 02:00 ET

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SUGAR LAND, Texas, Oct. 3, 2022 /PRNewswire/ -- In connection with the completion of the Business Combination between Noble Corporation and The Drilling Company of 1972 A/S ("Maersk Drilling"), the persons listed below (the "PDMRs") received A ordinary shares of Noble Corporation plc in the merger between Noble Corporation and Noble Newco Sub Limited (the "Cayman Merger") as consideration for their ordinary shares of Noble Corporation, each in the amount as set out in the notifications below.

Further details are set out in the notifications below, made in accordance with the requirements of article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the "Market Abuse Regulation") as amended.

Notification and public disclosure in accordance with the requirements of the EU market abuse regulation of transactions by persons discharging managerial responsibilities and persons closely associated with them.

Public disclosure of transactions made by Robert W. Eifler

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Robert W. Eifler
2	Reason for the notification
a)	Position/Status	President and Chief Executive Officer and Member of the Board of Directors
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	100,791
d)	Aggregated information - Aggregated volume - Price	Consideration of 100,791 A ordinary shares of Noble Corporation plc received in exchange for 100,791 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transaction(s) made by Charles M. (Chuck) Sledge:

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Charles M. (Chuck) Sledge
2	Reason for the notification
a)	Position/Status	Chairman of the Board of Directors
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4A	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	5,497
d)	Aggregated information - Aggregated volume - Price	Consideration of 5,497 A ordinary shares of Noble Corporation plc received in exchange for 5,497 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue
4B	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.
a)	Description of the financial instrument, type of instrument Identification code	Restricted share units related to the shares of Noble Corporation plc CUSIP-code: G65431127
b)	Nature of the transaction	Accelerated vesting of restricted share units free of charge as a result of the closing of the business combination on 3 October 2022
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		USD 0	27,202
d)	Aggregated information - Aggregated volume - Price	27,202 USD 0
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transactions made by Alan J. Hirshberg

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alan J. Hirshberg
2	Reason for the notification
a)	Position/Status	Member of the Board of Directors
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4A	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	4,755
d)	Aggregated information - Aggregated volume - Price	Consideration of 4,755 A ordinary shares of Noble Corporation plc received in exchange for 4,755 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue
4B	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.
a)	Description of the financial instrument, type of instrument Identification code	Restricted share units related to the shares of Noble Corporation plc CUSIP-code: G65431127
b)	Nature of the transaction	Accelerated vesting of restricted share units free of charge as a result of the closing of the business combination on 3 October 2022
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		USD 0	22,796
d)	Aggregated information - Aggregated volume - Price	22,796 USD 0
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transactions made by Ann D. Pickard

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ann D. Pickard
2	Reason for the notification
a)	Position/Status	Member of the Board of Directors
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4A	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	4,755
d)	Aggregated information - Aggregated volume - Price	Consideration of 4,755 A ordinary shares of Noble Corporation plc received in exchange for 4,755 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue
4B	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.
a)	Description of the financial instrument, type of instrument Identification code	Restricted share units related to the shares of Noble Corporation plc CUSIP-code: G65431127
b)	Nature of the transaction	Accelerated vesting of restricted share units free of charge as a result of the closing of the business combination on 3 October 2022
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		USD 0	22,796
d)	Aggregated information - Aggregated volume - Price	22,796 USD 0
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transactions made by Richard B. Barker

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Richard B. Barker
2	Reason for the notification
a)	Position/Status	Senior Vice President and Chief Financial Officer
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	27,510
d)	Aggregated information - Aggregated volume - Price	Consideration of 27,510 A ordinary shares of Noble Corporation plc received in exchange for 27,510 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transactions made by Joey M. Kawaja

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Joey M. Kawaja
2	Reason for the notification
a)	Position/Status	Senior Vice President - Operations
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	3,076
d)	Aggregated information - Aggregated volume - Price	Consideration of 3,076 A ordinary shares of Noble Corporation plc received in exchange for 3,076 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue

Public disclosure of transactions made by Blake A. Denton

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Blake A. Denton
2	Reason for the notification
a)	Position/Status	Senior Vice President - Marketing and Contracts
b)	Initial Notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name	Noble Corporation plc
b)	LEI	549300I3HBUNXO0OG954
4	Details of transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Shares CUSIP-code: G65431127
b)	Nature of the transaction:	Exchange
c)	Price(s) and volume(s):	Price(s)	Volume(s)
		See below	3,076
d)	Aggregated information - Aggregated volume - Price	Consideration of 3,076 A ordinary shares of Noble Corporation plc received in exchange for 3,076 shares of Noble Corporation, in connection with the completion of the merger between Noble Corporation and Noble Newco Sub Limited
e)	Date of the transaction	30 September 2022
f)	Place of the transaction	Outside a trading venue

About Noble Corporation

Noble is a leading offshore drilling contractor for the oil and gas industry. Noble 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. Additional information on Noble is available at www.noblecorp.com.

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.