Prosafe SE

Share Issue/Capital Change • Apr 24, 2025

Prosafe SE: Update on Recapitalisation

Prosafe SE: Update on Recapitalisation

Prosafe SE ("Prosafe" or the "Company") is pleased to announce that it has

agreed the terms of a recapitalisation (the "Transaction") with lenders

representing the Company's USD 250 million loan facility and its USD 93 million

loan facility (the "Existing Facilities"), subject to final approvals being

obtained by all lenders. The Transaction is also supported by shareholders

representing 54% of the shares in the Company.

The Transaction involves the equitisation of USD 193 million of the Existing

Facilities in return for 90% of the shares in Prosafe post Transaction. Existing

shareholders will initially hold 5% of the shares in the Company and will be

offered an additional 5% of shares in the form of penny warrants (at EUR 0.01

per share).

The Transaction also includes a reinstatement of the Existing Facilities and new

money financing on the following basis (together, the "New Facility"):

a. a super senior secured facility of USD 150 million, comprising (i) USD 75

million by way of new money injections, backstopped by an ad hoc group of

creditors, and (ii) USD 75 million of elevated and reinstated debt under the

Existing Facilities, each maturing 31 December 2029 (or, subject to certain

conditions, the date on which the Eurus Seller's Credit falls due); and

b. a reinstated senior secured facility comprised of USD 75 million of

reinstated debt maturing 31 December 2029 (or, subject to certain

conditions, the date on which the Eurus Seller's Credit falls due).

The post Transaction shareholdings above are calculated based on an assumption

of full exercise of shareholder warrants, but before any new management

incentive program which may be established post Transaction.

The Transaction shall include the following features (among other things):

a. the establishment of a new Norwegian domiciled holding company, shares of

which will be charged to lenders under the New Facility, to be interposed

between the Company and certain of its subsidiaries;

b. no fixed amortisation in respect of the New Facility, which shall be

repayable in full at maturity;

c. a fee (the "Fee") shall be payable to the lenders of the super senior

secured facility of USD 5 million at maturity; and

d. interest of SOFR + margin (sized to 11% per annum) on the New Facility,

payable in cash. The senior secured facility will include the ability for

the Company to pay 2% cash interest and 9% PIK interest as an alternative to

11% full cash interest subject to certain conditions.

The Transaction will provide the Company with a sustainable capital structure

and sufficient liquidity to meet its capital expenditure and working capital

needs for the foreseeable future. Total gross debt post the Transaction will be

approximately USD 306 million, consisting of a USD 155 million super senior

facility (including the Fee), a USD 75m senior facility and the USD 75.5 million

remaining Cosco Seller's Credit for Safe Eurus. Total net debt post the

Transaction will be approximately USD 220 million, with unrestricted liquidity

(after transaction costs) of approximately USD 80 million.

Transaction completion is subject to agreeing customary documentation with

lenders and shareholders, final lender approvals and formal shareholder

approvals (including approval at an extraordinary general meeting of the

Company's shareholders).

The Company has been granted a waiver from its lenders under the existing USD

250 million loan facility and a forbearance from its lenders under the existing

USD 93 million loan facility until 31 July 2025, in both cases with respect to

interest payments. The minimum liquidity covenant under the respective

facilities has also been reduced to USD 10m.

The Company aims to conclude the Transaction by Q3 2025. The Company will make

further announcements as and when there are further developments regarding

implementation of the Transaction. Notice to convene an extraordinary general

meeting of the Company's shareholders to approve the Transaction will be issued

shortly.

Terje Askvig, CEO said "We are very pleased with the support shown by our

lenders and a significant part of our shareholders through this agreement. This

is an important step in the refinancing of Prosafe. This agreement, in

combination with the improved balance sheet, will ensure that Prosafe continues

to be the world's leading provider of floating accommodation vessels and Units

for Maintenance and Safety (UMS)."

For further information, please contact:

Terje Askvig, CEO Phone: +47 952 03 886

Reese McNeel, CFO Phone: +47 415 08 186

Prosafe is a leading owner and operator of semi-submersible accommodation

vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS.

For more information, please refer to https://www.prosafe.com

(https://protect.checkpoint.com/v2/___https:/www.prosafe.com___.YzJlOnNjaGpkdGFz

OmM6bzo1ZmIzZjA5OTkwODllMDM5MjU4ZDFjMjJhNGViMjJiZTo2OmRmMWI6MWQ4ZTc1YTliMWViNDYy

ZTVjMjU4NzlkMzcyMmYyMDc1NjM5MDBkNWRiYzc4YWZlOTNjNmMxM2EzNGZhNDI3NTpwOlQ6Tg)

(https://www.prosafe.com/).

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act. This stock exchange

announcement was published by Line Bliksmark, Marketing and Communications

Manager, on 24 April 2025, at approx. 09:00 CET.