Noble Corporation plc ("Noble") has announced that it has successfully completed the business combination between Noble Corporation and The Drilling Company of 1972 A/S ("Maersk Drilling") pursuant to the business combination agreement, which was previously announced on Wednesday 10 November 2021. As part of the completion of the business combination, the recommended voluntary public share exchange offer (the "Exchange Offer") by Noble to acquire the entire share capital in Maersk Drilling has been completed and settled towards the Maersk Drilling shareholders that have accepted the Exchange Offer. Reference is also made to the attached Noble announcement.
As a result of the Exchange Offer, Noble today holds 37,266,530 Maersk Drilling shares corresponding to approximately 89.73% of the entire share capital and voting rights in Maersk Drilling (and corresponding to approximately 90.03% of the share capital and voting rights, excluding treasury shares held by Maersk Drilling). Reference is also made to company announcement no. 18/2022 where the final result of the Exchange Offer was announced.
Listing of Noble on Nasdaq Copenhagen and the New York Stock Exchange ("NYSE")
On Thursday 8 September 2022, Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") provided their conditional approval for the admission to trading and official listing of Noble class A ordinary shares (in the form of share entitlements) on Nasdaq Copenhagen under the symbol "NOBLE" and with ISIN code GB00BMXNWH07. As per the approval, and due to the satisfaction of the conditions contained therein, trading in Noble class A ordinary shares (in the form of share entitlements) on Nasdaq Copenhagen will commence at 9:00 a.m. CEST today. Noble class A ordinary shares (in the form of share entitlements) are issued in USD, and the trading on Nasdaq Copenhagen and clearing through Euronext Securities Copenhagen will be carried out in DKK. In addition, Noble class A ordinary shares are also listed on NYSE under the symbol "NE" and with CUSIP number G65431 127. The Noble class A ordinary shares together with any other issued and outstanding shares of Noble, including shares in the form of share entitlements, as applicable, are referred to as the “Noble Shares”.
Delisting of the shares of Maersk Drilling from Nasdaq Copenhagen
The delisting of the Maersk Drilling shares from Nasdaq Copenhagen, which was announced in company announcement no. 21/2022, has been conditionally approved by Nasdaq Copenhagen on Friday 23 September 2022 and will be effective from Tuesday 4 October 2022. As a result, the last day of trading and official listing of the Maersk Drilling shares on Nasdaq Copenhagen will be, today, Monday 3 October 2022. Maersk Drilling shareholders who have not accepted the Exchange Offer will not be able to trade Maersk Drilling shares on Nasdaq Copenhagen after Monday 3 October 2022, but will instead have their shares purchased in connection with the compulsory purchase conducted by Noble in accordance with sections 70-72 of the Danish Companies Act (as further described below).
Changes to executive management
As a consequence of completion of the business combination, Jørn Madsen and Christine Morris have stepped down from their respective positions as chief executive officer and chief financial officer of Maersk Drilling.
Danish taxation of the Exchange Offer
Shareholders of Maersk Drilling, who are subject to Danish tax liability, can elect to apply for a tax-exempt share-for-share exchange in connection with their acceptance of the Exchange Offer by submitting an electronic form that is made available by Noble on its website at www.noblecorp.com . As a result of such election, such Maersk Drilling shareholder will not be deemed to have made a taxable disposal of the Maersk Drilling shares in connection with the Exchange Offer.
The Danish Tax Agency has indicated that, if no tax-exempt share-for-share exchange election is made, then the sales price for Danish tax purposes of the Maersk Drilling shares, which are exchanged with Noble Shares, shall be the closing price of the Maersk Drilling shares on Nasdaq Copenhagen on Friday 9 September 2022 (DKK 383.60). For Danish tax purposes, the sales price of the Maersk Drilling shares which are exchanged for cash, is the received cash amount (i.e. DKK 340.98 for each Maersk Drilling share).
Further information on the tax aspects of a taxable share-for-share exchange and a tax-exempt share-for-share exchange for Maersk Drilling shareholders, who are subject to Danish tax liability, can be found at investor.maerskdrilling.com and www.noblecorp.com.
Compulsory purchase of the outstanding Maersk Drilling shares from all remaining Maersk Drilling shareholders
The compulsory purchase conducted by Noble in accordance with sections 70-72 of the Danish Companies Act will be initiated on Tuesday 4 October 2022. As a result of the compulsory purchase, all remaining Maersk Drilling shareholders, who have not accepted the Exchange Offer and have not sold their Maersk Drilling shares on Nasdaq Copenhagen prior to the delisting becoming effective, will be requested to transfer their Maersk Drilling shares to Noble within the four week compulsory purchase period beginning on Tuesday 4 October 2022 and ending on Wednesday 2 November 2022 at 23:59 CET in accordance with section 70-72 of the Danish Companies Act. Such Maersk Drilling shareholders can elect to exchange their Maersk Drilling shares fora number of Noble Shares equal to the share consideration offered to Maersk Drilling shareholders who have accepted the Exchange Offer (whereby each share in Maersk Drilling can be exchanged for 1.6137 A ordinary shares of Noble) or, alternatively, a full cash alternative, which will amount to DKK 340.98 (USD 46.79) per Maersk Drilling share.
If a Maersk Drilling shareholder elects to exchange its shares in Maersk Drilling for Noble Shares, then such shareholder will initially receive acceptance shares (the “Compulsory Purchase Acceptance Shares”). Such Compulsory Purchase Acceptance Shares are not admitted to trading on Nasdaq Copenhagen and will therefore not be tradeable on Nasdaq Copenhagen. The Compulsory Purchase Acceptance Shares received in connection with the compulsory purchase are expected to be exchanged for Noble Shares (in the form of share entitlements) on or around Friday 11 November 2022.
If a Maersk Drilling shareholder elects to receive the cash alternative, then such shareholder will receive the full cash alternative for the compulsory purchase of their Maersk Drilling shares expectedly on or around 11 November 2022, and the ownership of such Maersk Drilling shares held by minority shareholders will concurrently be transferred to Noble.
Any remaining Maersk Drilling shareholders, who have not voluntarily accepted to transfer their Maersk Drilling shares to Noble prior to the expiry of the four week period ending on Wednesday 2 November 2022, will automatically receive the full cash alternative, which will amount to DKK 340.98 (USD 46.79) per Maersk Drilling share, for the compulsory purchase of their Maersk Drilling shares expectedly on or around 14 November 2022.
Separate press release and announcements in the IT system of the Danish Business Authority will be made by Noble when the compulsory purchase has been initiated in accordance with the relevant provisions set out in sections 70-72 of the Danish Companies Act.
The Danish Tax Agency has indicated that if a Maersk Drilling shareholder, whose Maersk Drilling shares are compulsory purchased, elects the share-for-share exchange, then for Danish tax purposes the sales price of the Maersk Drilling shares shall be determined on the basis of the closing price of the Noble Shares on Nasdaq Copenhagen the day when the respective Maersk Drilling shareholder informs Noble of the election to exchange the Maersk Drilling shares to Noble Shares. The tax disposal date is therefore prior to the date on which the Noble Shares are delivered and are available for trading (which is expected to be on or around Friday 11 November 2022). For Danish tax purposes, the sales price of the Maersk Drilling shares which are purchased for cash in connection with the compulsory purchase, is the received cash amount (i.e. DKK 340.98 for each Maersk Drilling).
