Prosafe SE

Share Issue/Capital Change • Jul 7, 2016

Prosafe SE:Contemplated private placement of new shares

Prosafe SE:Contemplated private placement of new shares

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.

Larnaca, 7 July 2016; Prosafe SE ("Prosafe" or the "Company") is contemplating

as part of the announced refinancing ("Refinancing") of the Company, carrying

out a private placement of minimum 4,368,000,000 and up to 5,040,000,000 new

shares (the "Private Placement").

The proceeds from the Private Placement will be used to strengthen the Company's

balance sheet, bond redemption and liquidity position as well as for general

corporate purposes. Between USD 40 million and USD 60 million will be used to

complete a bond buy back as part of the Refinancing, as described in separate

announcement today.

The subscription price is set to NOK 0.25 per share, giving gross proceeds of

minimum NOK 1,092 million (USD 130 million) and up to NOK 1,260 million (USD

150 million). The bookbuilding period will commence immediately today (7 July

2016) at 16:30 hours (CET) and close at 16:30 hours (CET) on 12 July 2016. The

Company may however at any time close or extend the book-building period at its

discretion. The minimum order and allocation amount in the Private Placement has

been set to the number of new shares that equals an aggregate subscription price

of at least NOK 1,000,000 (or if higher the NOK equivalent of EUR 100,000).

NOK 712 million (approx. USD 85 million) of the Private Placement is pre-

subscribed by Prosafe's two largest shareholders, North Sea Strategic

Investments AS and M&G (the "Anchor shareholders"). The Anchor shareholders will

be allocated a minimum of 1,500,000,000 and 1,348,000,000 shares, representing

29.76% and 26.75% of the Private Placement respectively (assuming USD 150

million of proceeds). These allocations are conditional that the Anchor

shareholders' individual shareholdings post the Refinancing are never greater

than 29.9% of the enlarged share capital of the Company post-Refinancing.

The private placement is directed towards existing stakeholders and new

investors, subject to applicable selling restrictions. In accordance with the

terms of the Refinancing, existing shareholders will receive preferred

allocation for the first USD 130 million, and existing bondholders will receive

preferred allocation for the remaining USD 20 million as well as for any shares

not subscribed for by existing shareholders.

Prosafe has retained 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 as joint lead bookrunners

for the Private Placement, which will be directed towards existing shareholders

and Norwegian and international investors (in such jurisdictions and as

permitted or catered for by exemption rules under applicable securities laws).

The Private Placement will be structured as an undocumented accelerated book-

building process.

Sales contacts:

ABG Sundal Collier: Hans Øyvind Haukeli +47 22 01 60 04

Nordea Markets: Einar Wisth +47 22 48 77 07

Pareto Securities: Arild Hille +47 +47 22 87 87 50

DNB Markets: Gunnar Laksesvela +47 24 16 92 34

SEB:  Harald Wang +47 22 82 72 69

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. Completion of the Private Placement and issuance of the new shares

thereunder is subject to the fulfilment of the conditions for the Refinancing,

including i.a. approval by an extraordinary general meeting in the Company

expected to be held in August 2016 (the "EGM"), and by the Company's bondholders

in bondholders' meetings for each of the PRS08, PRS09, PRS10 and PRS11 bonds

(the "Bondholders' Meetings") and bank approvals. Notice of such meetings,

required approvals and further details will be issued in due course.

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"). The shares will when issued

rank equal in all respects to the existing shares of the Company. As set out in

the Restructuring terms, the current nominal value of the Company's ordinary

shares is EUR 0.25. As part of the Restructuring, 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 share,

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 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.

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, 7 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 51 64 25 17 / +47 478 07 813

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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 set out in Section

5-12 of the Norwegian Securities Trading Act.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#2027078]