Company Disclosures

Odfjell Drilling: Successful NOK 1.1bn bond issuance by Odfjell Technology Ltd.

Published 04.02.2022


Odfjell Drilling Ltd.’s (“Odfjell Drilling” or the “Company”, OSE: ODL) newly
announced contemplated spin off, Odfjell Technology Ltd. (“OTL”), has today
successfully priced NOK 1.1bn in senior secured bonds. The bonds will mature in
February 2026 and bear interest of 3 months Nibor plus 700 basis points. The net
proceeds from the bond issue will, together with a new USD 25 million super
senior revolving credit facility (“RCF”) at 3 months Libor + 375 basis points,
be used to carry out the internal reorganisation and to repay the existing USD
150 million credit facility related to the spin off business.

Simen Lieungh, CEO of Odfjell Drilling AS, commented:

“We are very pleased to see the strong reception of our recently announced spin
off from employees, customers, and investors. The bond issuance is, together
with the RCF, a key component in the capital structure of OTL and we are very
satisfied with the strong support from both Nordic and international bond
investors as well as our key lenders. We will continue to focus on operational
excellence and apply financial discipline, and we are confident that OTL will
have the ability to drive enhanced returns in a manner consistent with the
current market opportunities.”

DNB Markets acted as Global Coordinator and Joint Bookrunner, and Danske Bank
and Nordea as Joint Bookrunners for the bond issue (jointly, the “Managers”).

Wikborg Rein Advokatfirma AS is acting as legal counsel to OTL in connection
with the financing.

For more information on the contemplated spin off and subsequent stock exchange
listing of OTL, please refer to the recent Company announcement.

For further queries, please contact:
Gillian Basson, Corporate Secretary
+44 (0)7796 547889

Aberdeen, United Kingdom
4 February 2022
Odfjell Drilling Ltd.

Important Notice:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Odfjell Drilling
Ltd. or Odfjell Technology Ltd. (each, an “Issuer”) in the United States or any
other jurisdiction. The securities of the Issuer may not be offered or sold in
the United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The
securities of the Issuer have not been, and will not be, registered under the
U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the U.S. Securities Act. No public offering of the
securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This statement contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Issuer.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as “anticipate”, “believe”, “continue”, “estimate”,
“expect”, “intends”, “may”, “should”, “will” and similar expressions. The
forward-looking statements in this release are based upon various assumptions,
many of which are based, in turn, upon further assumptions. Although the Issuer
believes that these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks, uncertainties,
contingencies, and other important factors which are difficult or impossible to
predict and are beyond its control. Actual events may differ significantly from
any anticipated development due to a number of factors, including without
limitation, changes in investment levels and need for the Issuer’s services,
changes in the general economic, political and market conditions in the markets
in which the Issuer operates, the Issuer’s ability to attract, retain and
motivate qualified personnel, changes in the Issuer’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies, and other important factors include,
but are not limited to, the possibility that we will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. Accordingly, there is no guarantee that the Listing
will occur.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
Each of the Issuer, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether because of new information,
future developments or otherwise.

The Managers are acting exclusively for the Issuer and no one else and will not
be responsible to anyone other than the Issuer for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to

This announcement is for information purposes only. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Issuer. Neither the Managers
nor any of their respective affiliates accepts any liability arising from the
use of this announcement.

Certain figures contained in this document, including financial information, may
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Specifically, neither this announcement nor
the information contained herein is for publication, distribution, or release,
in whole or in part, directly or indirectly, in or into or from the United
States (including its territories and possessions, any State of the United
States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any
other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction. The publication, distribution or release of this
announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

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