Sec Form 13G Filing - ORBIS INVESTMENT MANAGEMENT LTD filing for Borr Drilling Ltd (BORR) - 2024-11-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Borr Drilling Ltd
(Name of Issuer)
Common Stock, and
Borr Drilling Limited USD 250,000,000 5.00 per cent. senior unsecured convertible bonds 2023/2028
(Title of Class of Securities)
G1466R207
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
CUSIP No.: G1466R207
       
1
NAME OF REPORTING PERSON
Orbis Investment Management Limited ("OIML")
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Not applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
OIML is a company organized under the laws of Bermuda.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
20,853,215 common shares 16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
20,853,215 common shares 16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,853,215 common shares
16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12
TYPE OF REPORTING PERSON
FI
CUSIP No.: G1466R207
ITEM 1(a). NAME OF ISSUER:
Borr Drilling Ltd
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Thistle House
4 Burnaby Street
Hamilton HM11, Bermuda
ITEM 2(a). NAME OF PERSON FILING:
Orbis Investment Management Limited ("OIML")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Orbis House, 25 Front Street, Hamilton Bermuda HM11
ITEM 2(c). CITIZENSHIP:
OIML is a company organized under the laws of Bermuda.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, and
Borr Drilling Limited USD 250,000,000 5.00 per cent. senior unsecured convertible bonds 2023/2028
ITEM 2(e). CUSIP NUMBER:
G1466R207
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a)
[ ]		 Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b)
[ ]		 Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]		 Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
[ ]		 Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[ ]		 An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]		 An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[ ]		 A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]		 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]		 A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[X]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
Equivalent to IA
ITEM 4. OWNERSHIP
The responses to questions 5 through 9 and 11 on the cover page(s) are incorporated by reference into this Item 4.
(a) Amount beneficially owned:
20,853,215 common shares
16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
(b) Percent of class:
8.7%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
20,853,215 common shares
16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or direct the disposition of:
20,853,215 common shares
16,800,000 Convertible Rights, representing 2,391,493 common shares upon conversion
(iv) shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by OIML.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
CUSIP No.: G1466R207
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
November 14 2024
Orbis Investment Management Limited ("OIML")
By:
/s/ Matt Gaarder
Name:
Matt Gaarder
Title:
Matt Gaarder is attorney-in-fact for Orbis Investment Management Limited.
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).