Nasdaq Copenhagen A/S Conditionally Approved Maersk Drilling’s Request for Delisting

Source: www.gulfoilandgas.com 9/23/2022, Location: Europe

As announced in company announcement no. 18/2022, Noble Corporation plc (“Topco”) has requested The Drilling Company of 1972 A/S (“Maersk Drilling”) to delist its shares from trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”).

Nasdaq Copenhagen has approved such request conditioned upon Topco’s initiation of a compulsory purchase following which the last day of trading and official listing of the shares in Maersk Drilling on Nasdaq Copenhagen is expected to be 3 October 2022 and the delisting is expected to be effective from 4 October 2022. Consequently, Maersk Drilling shareholders who have not accepted the recommended voluntary public share exchange offer by Topco (the “Exchange Offer”) will expectedly not be able to trade Maersk Drilling shares on Nasdaq Copenhagen after 3 October 2022.

Instead, these Maersk Drilling shareholders, other than Topco, are expected to have their shares compulsorily purchased by Topco in accordance with sections 70-72 of the Danish Companies Act, which is expected to be initiated on 4 October 2022 (the “Compulsory Purchase”). Such Maersk Drilling shareholders can elect to receive either (A) a number of A ordinary shares of Topco, delivered in the form of share entitlements, equal to the consideration offered to Maersk Drilling shareholders who accepted the Exchange Offer (whereby each share in Maersk Drilling can be exchanged for 1.6137 A ordinary shares of Topco) or (B) a full cash alternative, which will amount to DKK 340.98 (USD 46.79) per Maersk Drilling share. It is noted that the current market price of Maersk Drilling shares and the future market price of A ordinary shares of Topco, in the form of share entitlements, may vary in this regard which will have no impact on the consideration offered in connection with the Compulsory Purchase by Topco.

Capitalised terms used in this announcement but not defined herein shall have the meaning ascribed to them in the offer document prepared in connection with the Exchange Offer.


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