Bw Offshore Ltd. — M&A Activity 2010

Nov 12, 2010

Expiry of acceptance period in squeeze-out - preliminary results and plan of settlement

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN

12 November 2010 - Reference is made to the announcement made by BW Offshore

Limited ("BW Offshore") on 29 October 2010, regarding the acquisition by BW

Offshore of all the shares in the issued share capital of Prosafe Production

Public Limited ("Prosafe Production") not already owned, directly or indirectly,

by BW Offshore (the "Squeeze-Out"), and the document containing equivalent

information as a prospectus in relation to the Squeeze-Out (the "Squeeze-Out

Document") dated 29 October 2010.

As described in the Squeeze-Out Document, the acceptance period for choosing to

receive a consideration of 1.2 shares in BW Offshore plus NOK 3 in cash for each

share held in Prosafe Production, rather than a consideration of NOK 15.11 in

cash, expired today, 12 November 2010, at 17:30 hours (CET). All shareholders in

Prosafe Production who have not submitted a combined consideration acceptance

form in accordance with the procedures specified in the Squeeze-Out Document by

this deadline are deemed to have chosen the consideration of NOK 15.11 in cash

for each share held in Prosafe Production.

By the expiry of the acceptance period, preliminary results showed that combined

consideration acceptance forms have been received for a total of approximately

12.6 million shares (corresponding to approximately 4.9 % of the total number of

shares) in Prosafe Production, which implies that approximately 15.1 million new

BW Offshore shares will be issued as consideration in the settlement of the

Squeeze-Out.

Settlement of the Squeeze-Out is expected to be carried out according to the

following indicative timetable:

-       15 November 2010: Suspension of trading in the Prosafe Production

share.

-       18 November 2010: Transfer of Prosafe Production shares to settlement

agent from shareholders in Prosafe Production who have chosen the combined

consideration.

-       22 November 2010: Delivery of new shares in BW Offshore to

shareholders in Prosafe Production who have chosen the combined consideration.

-       22 November 2010: Transfer of Prosafe Production shares to settlement

agent from shareholders in Prosafe Production who have not chosen the combined

consideration.

-       23 November 2010: Payment of cash component of combined consideration

to shareholders in Prosafe Production with registered bank accounts in the VPS

who have chosen the combined consideration.

-       24 November 2010: Payment of cash consideration to shareholders in

Prosafe Production who have not chosen the combined consideration.

Shareholders in Prosafe Production should note that no trading in the Prosafe

Production share will be permitted as of 15 November 2010.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +47 9111 7876

This information is subject to the disclosure requirements pursuant to Section

5-12 of the Norwegian Securities Trading Act.

This announcement is not an offer for sale of any securities in the United

States. Securities may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S. Securities Act. BW

Offshore has not registered and does not intend to register any portion of any

offering of shares in the United States or to conduct a public offering of any

securities in the United States.

[HUG#1462305]