Prosafe SE

M&A Activity • Dec 13, 2016

Prosafe SE: Definitive agreement to acquire Axis Nova and Axis Vega executed

Prosafe SE: Definitive agreement to acquire Axis Nova and Axis Vega executed

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

10 November 2016 concerning the letter of intent with Axis Offshore Pte. Ltd.

for the potential acquisition of all outstanding shares in the two single

purpose companies Axis Nova Singapore Pte. Ltd. and Axis Vega Singapore Pte.

Ltd., and 25% of the shares in Dan Swift (Singapore) Pte. Ltd (the

"Transaction").

Prosafe is pleased to announce that definitive agreements with respect to the

Transaction have now been executed. The agreed consideration for the Transaction

of USD 70 million (NOK 579.2 million) will be settled by Prosafe in kind,

through the issuance of 5,868,900 ordinary shares priced at NOK 30 per share,

and subordinated zero coupon convertible bonds of NOK 403,092,000, convertible

into 13,436,400 shares at a conversion price of NOK 30 per share.

Closing of the Transaction and issuance of the consideration securities is

expected to take place shortly, and will be completed pursuant to the approval

of and authorisation granted by the extraordinary general meeting on  30

November 2016.

As previously reported, the Transaction represents an important step in

Prosafe's defined strategy and ambitions of high grading the fleet and taking

the strategic lead in the offshore accommodation industry. Through this

Transaction Prosafe gains control over two new, high-spec semi-submersible

vessels without reducing its liquidity or increasing leverage. Given the

termination and refund rights embedded in the relevant vessel construction

contracts, this therefore provides strategic and financial optionality for

Prosafe with significant downside protection.

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, 13 December 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Stig Harry Christiansen, Acting CEO

Prosafe Management AS

Phone: +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: +47 991 09 467

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.