Prosafe SE

M&A Activity • Dec 16, 2016

Prosafe SE: Acquisition of Axis Nova and Axis Vega completed

Prosafe SE: Acquisition of Axis Nova and Axis Vega completed

Reference is made to the announcement by Prosafe SE ("Prosafe" or the "Company")

on 13 December concerning execution of definitive agreements to acquire all of

the outstanding shares in the two single purpose companies Axis Nova Singapore

Pte. Ltd. ("Axis Nova") and Axis Vega (Singapore) Pte. Ltd. ("Axis Vega"), and

25% of the shares in Dan Swift (Singapore) Pte. Ltd ("Dan Swift Shares").

Prosafe is pleased to report that today it has completed the acquisition of Axis

Nova and Axis Vega. As part of this, Prosafe has issued to Axis Offshore Pte.

Ltd. as in-kind consideration 5,868,900 ordinary shares priced at NOK 30 per

share, and subordinated zero coupon convertible bonds in the total amount of NOK

320,355,000, convertible into 10,678,500 shares at a conversion price of NOK 30

per share. The shares and bonds have been issued by the Prosafe board based on

the approval of and authorisation granted by the Company's extraordinary general

meeting on 30 November 2016.

Following this, the number of issued shares outstanding in the Company will be

71,399,002 of nominal value EUR 0.1 each.

The remaining part of the transaction, the acquisition of the Dan Swift Shares,

will be subject to separate completion in due course. The agreed consideration

of USD 10 million for the Dan Swift Shares is, as earlier reported, to be

settled in the form of additional convertible bonds, in the amount of NOK

82,737,000.

For further details on the transaction and the target companies, please refer to

the detailed announcement of 10 November 2016, including the presentation

material attached thereto.

Clarksons Platou Securities and Schjødt act as advisors to Prosafe on the

transaction. Danske Bank has delivered a fairness opinion on the terms of the

transaction to the Board of Prosafe.

Prosafe is a 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, 16 December 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Stig Harry Christiansen, Acting CEO

Prosafe Management AS

Phone: +47 51 64 25 17 / +47 478 07 813

Robin Laird, Acting CFO

Prosafe Offshore Services Pte. Ltd.

Phone: +65 81 27 21 01

Cecilie Helland Ouff, Senior Manager Finance and Investor Relations

Prosafe AS

Phone: +47 51 64 25 20 / +47 991 09 467

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.