Borr Drilling Ltd 6-K, filed Dec 4, 2023
Borr Drilling Ltd (BORR)
6-K
2023-12-04
For: 2023-12-01
View Original
Added on
April 10, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on December 4, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
December 1, 2023
Commission File Number 001-39007
Borr Drilling Limited
S. E. Pearman Building
2nd Floor 9 Par-la-Ville Road
Hamilton HM11
Bermuda
(Address of principal executive office)
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibits
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Press Release
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| 99.2 |
Notice Of A Special General Meeting Of The Shareholders
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BORR DRILLING LIMITED
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Date: December 1, 2023
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By:
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/s/ Mi Hong Yoon
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Name:
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Mi Hong Yoon
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Title:
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Director
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Exhibit 99.1
Borr Drilling Limited – Notice of Special General Meeting of Shareholders
Borr Drilling Limited (the “Company”) (NYSE and OSE: BORR) advises that the Company will hold a Special General Meeting on December 22, 2023 to approve a
reduction of the Company’s Share Premium account (referred to as additional paid-in capital in the financial statements of the Company) and to credit the same amount resulting from this reduction to the Company’s Contributed Surplus account, which
will enable dividend payments to shareholders.
The Board of Directors has fixed the close of business on November 27, 2023 as the record date for determination of the shareholders entitled to attend and vote
at the Special General Meeting or any adjournment thereof.
A copy of the Notice of Special General Meeting and Form of Proxy (the “Notice”) and associated information can be found on the Company’s website at
http://www.borrdrilling.com and is attached to this press release. The Notice and associated information will also be distributed to shareholders by normal distribution methods.
Hamilton, Bermuda
1 December, 2023
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Exhibit 99.2
BORR DRILLING LIMITED
NOTICE OF A SPECIAL GENERAL MEETING OF THE SHAREHOLDERS
DECEMBER 22, 2023
NOTICE IS HEREBY given that a Special General Meeting of the Shareholders (the “Meeting”) of Borr Drilling Limited (the “Company”) will be held on December 22, 2023 at 10:00 a.m. local time, at the registered office of the Company, 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda for the
following purpose which is more completely set forth in the accompanying information statement:
To consider the following Company proposal:
| 1. |
To approve a reduction of the Share Premium account of the Company from US$ 2,290,578,712 to US$ 290,578,712 by the transfer of US$ 2,000,000,000 of the Share Premium to the Company’s
Contributed Surplus account, with effect from December 22, 2023.
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By Order of the Board of Directors
Mi Hong Yoon
Secretary
| Dated: |
December 1, 2023
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Notes:
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The Board of Directors has fixed the close of business on November 27, 2023, as the record date for the determination of the shareholders entitled to attend and vote at the Special General Meeting or any
adjournment thereof.
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| 2. |
No Shareholder shall be entitled to attend unless written notice of the intention to attend, unless written notice of the intention to attend and vote in person or by proxy, together with the power of
attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is sent to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for
holding the meeting.
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| 3. |
The resolution set out above is an Ordinary Resolution, approval of which will require the affirmative vote of a simple majority of the votes cast.
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A Form of Proxy is enclosed for use by holders of shares registered in Norway in connection with the business set out above. Holders of shares registered in the United States should use the separate Form of
Proxy provided.
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The following information is applicable to holders of shares registered in the United States only:
We are pleased to allow companies to furnish proxy materials to their shareholders via the internet. We believe that this e-proxy process will expedite
shareholders’ receipt of proxy materials and lower the costs and reduce the environmental impact of our Special General Meeting. Accordingly, we will mail to our shareholders of record and beneficial owners instructions on how to access the
attached proxy statement via the Internet and how to vote online.
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, IF YOU ARE A SHAREHOLDER REGISTERED IN THE UNITED STATES YOU CAN USE THE INTERNET AS DESCRIBED
IN PROXY MATERIALS, IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; CALL THE TOLL-FREE TELEPHONE NUMBER AS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY
CARD BY MAIL.
INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING’) OF BORR DRILLING LIMITED TO BE HELD ON DECEMBER 22, 2023.
COMPANY PROPOSAL
PROPOSAL 1- REDUCTION OF SHARE PREMIUM ACCOUNT
At the Meeting, the Board, pursuant to the provisions of section 46 of the Companies Act, will ask the Shareholders to approve a reduction of US$ 2,000,000,000 in the Company’s Share Premium account (referred to as
additional paid in capital in the financial statements of the Company) and to credit the same amount resulting from this reduction to the Company’s Contributed Surplus account. The Share Premium account is the amount of share capital which
exceeds the aggregate par value of the Company’s outstanding Ordinary Shares of par value US$ 0.10 each.
The purpose of this proposal is primarily to increase the ability of the Company to declare and distribute dividends to its Shareholders. As at September 30, 2023, the balance of the Company’s Share Premium
Account was US$ 2,290,578,712. The Board of Directors therefore propose to reduce the Share Premium account from US$ 2,290,578,712 to US$ 290,578,712 by the transfer of US$ 2,000,000,000 of the Share Premium to the Company’s Contributed Surplus
account with effect as of December 22, 2023 (the “Effective Date”).
This will enable the Board to declare dividends and make cash distributions as long as the Company is solvent and the realisable value of its assets exceeds its liabilities and the Company’s operations and earnings
otherwise allow the Board, at its sole discretion, to declare such dividends in the future.
Any dividends and/or cash distributions declared in the future will be at the sole discretion of the Board and will depend upon earnings, market prospects, current capital expenditure programs and investment
opportunities. The timing and amount of dividends and/or cash distributions, if any, is at the discretion of the Board and the Company cannot guarantee that its Board will declare dividends and/or cash distributions in the future.
Under Bermuda law a company cannot pay dividends from share premium. In addition, section 54 of the Companies Act provides that a company may not declare or pay a dividend, or make a distribution out of
contributed surplus if there are reasonable grounds for believing that (a) the company is, or would after the payment, be unable to pay its liabilities as they become due; or (b) the realisable value of the Company’s assets would thereby be less
than its liabilities. The Company’s Bye-laws provide that subject to the Companies Act, the Company may by Resolution authorise the reduction of its issued share capital or any share premium or contributed surplus account in any manner
whatsoever.
The Company is required, in order to effectuate such reduction, (a) not more than 30 days and not less than 15 days before the Effective Date to cause a notice to be published in an appointed
newspaper stating the amount of the share premium as last previously determined by the Company, the amount to which the share premium is to be reduced, and the date as from which the reduction is to have effect; and (b) on the date as from which
the reduction is to have effect, a confirmation of solvency shall be given by an appropriate officer declaring that on that date the Company is solvent and after the reduction will be able to pay its liabilities as they become due.
Within 30 days after the date such reduction of the share premium is effective, the Company, as required under section 46(5) of the Companies Act, will file a memorandum, with a copy of the
notice referred to above, with the office of the Bermuda Registrar of Companies (the “Registrar”), notifying the Registrar of compliance with the Companies Act.
OTHER BUSINESS
Management knows of no business that will be presented for consideration at the Special General Meeting other than that stated in the Notice of Special General Meeting.
By Order of the Board of Directors
Mi Hong Yoon
Secretary
Hamilton, Bermuda
Borr Drilling Limited (the “Company”)
Form of Proxy for use at Special General Meeting to be held on December 22, 2023.
| I/We |
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| being (a) holder(s) of | Common Shares of US$0.10 each of the above-named |
Company on the record date of November 27, 2023 hereby appoint the duly appointed Chairman of the meeting or
to act as my/our proxy at the Special General Meeting of the Company to be held on December 22, 2023 or at any adjournment thereof, and to vote on my/our behalf as directed below.
Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.
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Proposal
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For
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Against
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Abstain
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1. To approve a reduction of the Share Premium account of the Company from US$
2,290,578,712 to US$ 290,578,712 by the transfer of US$ 2,000,000,000 of the Share Premium to the Company’s Contributed Surplus account, with effect from December 22, 2023.
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| Date | |
Signature
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Notes:
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A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him.
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Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority
is determined by the order in which the names stand in the Register of Members.
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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised officer or attorney.
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If it is desired to appoint by proxy any person other than the Chairman of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.
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| 6. |
This proxy should be completed and sent to the following address by not later than 48 hours before the time for holding the meeting.
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Holders of Shares registered on the Oslo Stock Exchange should return their Proxy Forms to:
DNB Bank ASA, Global Companies Registrars Section
Postboks 1600 Sentrum
0021 Oslo, Norway
Tel: +47 23 26 80 16
Or via e-mail to: vote@dnb.no