Prosafe SE

Prospectus • Oct 14, 2016

Prosafe SE : approved prospectus and launch of subsequent offering

Prosafe SE : approved prospectus and launch of subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Reference is made to previous announcements concerning the refinancing (the

"Refinancing") of Prosafe SE ("Prosafe" or the "Company") as first announced on

7 July 2016.

The Financial Supervisory Authority of Norway has approved a prospectus prepared

by Company covering the following:

Listing of 5,777,439,757 new shares issued as part of the Refinancing, the

offering and listing of up to 504,000,000 shares (the "Offer Shares") to be

issued in connection with the subsequent repair offering (the "Subsequent

Offering") and listing of new convertible bonds ("New Convertible Bonds").

The Subsequent Offering comprises an offering of up to 504,000,000 Offer Shares

at a subscription price of NOK 0.25. The Company's shareholders as of 12 July

2016, as documented by the shareholder register in the Norwegian Central

Securities Depository (the "VPS") as of 14 July 2016 (T+2)(the "Record Date"),

and who are not resident in a jurisdiction where such offering would be

unlawful, or would (in jurisdictions other than Norway) require any prospectus

filing, registration or similar action, will receive non-transferable

subscription rights (the "Subscription Rights") based on their shareholding as

of that date ("Eligible Shareholders"). Eligible Shareholders will be entitled

to over-subscribe.

Each Eligible Shareholder will be granted 3.56 Subscription Rights for each

share registered as held by such Eligible Shareholder as of the Record Date

rounded down to the nearest whole Subscription Right. Each Subscription Right

will, subject to applicable securities laws, give the right to subscribe for and

be allocated one (1) Offer Share. The subscription period for the Subsequent

Offering commences on 17 October 2016 and expires at 16:30 hours, Oslo time, on

31 October 2016 (the "Subscription Period"). Please note that Subscription

Rights that are not used to subscribe for Offer Shares before the end of the

Subscription Period will lapse without compensation and consequently be of no

value.

The Subsequent Offering is managed by ABG Sundal Collier ASA, Pareto Securities

AS, DNB Markets, a part of DNB Bank ASA, Nordea Markets, a part of Nordea Bank

Norge ASA and Skandinaviska Enskilda Banken AB (publ.), Oslo branch (SEB) (the

"Managers").

The Prospectus, including the subscription form, will be available from 17

October 2016 at www.prosafe.com, www.abgsc.no, www.paretosec.com,

www.dnb.no/emisjoner, www.nordea.no/prs and www.seb.no, and will also be

available free of charge at the business offices of the Company and the

Managers.

Subscriptions may be made by duly completing and delivering the subscription

form, in accordance with the terms and conditions set out in the Prospectus, to

one of the subscription offices set out therein. Norwegian investors with a VPS

account can in addition subscribe for Offer Shares online at www.abgsc.no,

www.paretosec.com, www.dnb.no/emisjoner, www.nordea.no/prs or www.seb.no.

Prosafe is the world's leading owner and operator of semi-submersible

accommodation vessels. The Company is headquartered in Larnaca, Cyprus and

listed on the Oslo Stock Exchange with ticker code PRS. For more information,

please refer to www.prosafe.com.

Larnaca, 14 October 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Stig Harry Christiansen, Acting CEO

Prosafe Management AS

Phone: +47 47 80 78 13

Robin Laird, Acting CFO

Prosafe Offshore Services Pte Limited

Phone: +65 81 27 21 01

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

* * * * *

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction.  The securities mentioned herein have not been, and will not be

registered under the United States Act of 1933, as amended (the "Securities

Act").  The Securities may not be offered or sold in United States except

pursuant to an exemption from the registration requirements of the Securities

Act.  The Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in United States. Copies of this announcement are not being made and

may not be distributed or sent into Australia, Canada, Japan or the United

States.  The subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions.  Neither the

Company nor the Managers assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute violation of the securities laws of any such

jurisdiction. The Managers are acting for the Company and no one else in

connection with the Subsequent Offering and will not be responsible to anyone

other than the Company for providing the protections afforded to their

respective clients or for providing advice in relation to any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate.  A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.