Prosafe SE

Share Issue/Capital Change • Jul 13, 2016

Prosafe SE: Private placement completed

Prosafe SE: Private placement completed

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

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

With reference to announcements on 7 July 2016, Prosafe SE ("Prosafe" or the

"Company") announces today that it has completed the private placement of new

shares, The private placement of minimum USD 130 million and maximum USD 150

million, conducted as an accelerated book-building with preferred allocation for

shareholders and bondholders, was fully subscribed.

The new shares will be issued as part of the comprehensive refinancing announced

on 7 July 2016 (the "Refinancing"), and issuance of the new shares remains

subject to the fulfilment of the conditions for the Refinancing.

The final amount of new shares to be issued will be determined on the basis of

the amount required for the cash-out of bonds under the Refinancing, and will be

minimum 4,368,000,000 shares (USD 130 million) and maximum 5,040,000,000 (USD

150 million). The new shares will be issued at a subscription price per share of

NOK 0.25.

For further details on the Refinancing, please refer to the Refinancing press

release, detailed refinancing term sheet and the company presentation, all dated

7 July 2016.

The new shares issued in the Private Placement will not be tradable before the

shares have been fully paid and the shares have been registered with the

Norwegian Central Securities Depository (the "VPS"). As set out in the terms for

the Refinancing, the current nominal value of the Company's ordinary shares is

EUR 0.25. As part of the Refinancing, the Company will carry out a capital

reduction in order to reduce the nominal value of the ordinary shares. The

proposed new nominal value will be EUR 0.001.  Pending such capital reduction,

the new shares are expected to be issued as Class A Shares, such shares to have

equal rights in all respects as the existing ordinary shares, including with

respect to dividends and voting. The Class A Shares will following completion of

the capital reduction and approval and publication of a listing prospectus be

converted into ordinary shares and listed on Oslo Børs. Pending such listing and

conversion, the new shares will not be listed or tradable on Oslo Børs. The

Company may however seek an interim registration of the Class A Shares on N-OTC.

In order to be able to complete the private placement, the Board will propose to

the EGM that existing shareholders' pre-emptive rights to subscribe the new

shares are disapplied. The Board believes that this is necessary and in the best

interest of the Company and its shareholders and other stakeholders as it

secures the financing required by the Restructuring and provides for timely

commitments.

Further, the Board will propose that the EGM also provide the necessary

authorisation to enable the Board to carry out a subsequent offering to existing

eligible shareholders of up to USD 15 million. Eligible shareholders as at the

date of close of the book-building (12 July 2016, as recorded in the VPS on 14

July 2016)  are expected to be granted non-transferable subscription rights to

subscribe for and, upon subscription, be allocated new shares. The subscription

price in such subsequent offering will be NOK 0.25 per share, being the same as

in the Private Placement.

ABG Sundal Collier ASA, Nordea Markets, a part of Nordea Bank Norge, Pareto

Securities AS, DNB Markets, a part of DNB Bank ASA, and Skandinaviska Enskilda

Banken AB (publ.) Oslo Branch have acted as joint lead bookrunners for the

Private Placement. Schjødt act as Norwegian legal counsel to the Company.

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

accommodation vessels. The company operates globally and is headquartered in

Larnaca, Cyprus. Prosafe is listed on the Oslo Stock Exchange with ticker code

PRS. For more information, please refer to www.prosafe.com

Larnaca, 13 July 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Stig Harry Christiansen, Acting CEO and CFO

Prosafe Management AS

Phone: +47 478 07 813

IMPORTANT INFORMATION

This press release is for information purposes only and shall not constitute or

be construed as an offer to buy, sell, issue, or subscribe for, or the

solicitation of an offer to buy, sell, issue, or subscribe for any securities,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. Copies of this

announcement are not being made and may not be distributed or sent into the

Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction

in which such distribution would be unlawful or would require registration or

other measures.

The shares referred to herein have not been and will not be registered under the

United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or

any state securities laws, and will be sold within the United States only to

qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S.

Securities Act ("Rule 144A"), through affiliates of the managers, in reliance

upon the exemption from the registration requirements provided by section 4(2)

of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in

offshore transactions in reliance on Regulation S under the U.S. Securities Act.

The shares to be offered will be subject to certain restrictions on transfer.

Certain statements contained herein that are not statements of historical fact,

may constitute forward-looking statements. Forward -looking statements involve

known and unknown risks, uncertainties and other factors that could cause the

actual results or events concerning the Company to be materially different from

the historical results or from any future results expressed or implied by such

forward-looking statements. None of the Company, the managers or any of their

affiliates or advisors provide any assurance that the assumptions underlying

such forward-looking statements are free from errors nor do any of them accept

any responsibility for the future accuracy of the opinions expressed in this

press release or the actual occurrence of the forecasted developments. Except as

may be required by applicable law or stock exchange regulation, neither the

Company nor the managers, or any of their affiliates or advisors, assume any

obligation to update any forward-looking statements or to confirm these forward-

looking statements to actual results.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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