Prosafe SE

Regulatory Filings • Sep 17, 2010

Supplemental Document

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

Supplemental Document

16 September 2010 - Reference is made to BW Offshore

Limited's ("BW Offshore") stock exchange notice of 13

September 2010 regarding BW Offshore Cyprus Ltd's

agreement to sell all of its shares in its subsidiary

APL (Advanced Production & Loading) Plc to National

Oilwell Varco Norway AS (the "APL Transaction") and

the offer document dated 27 July 2010 (the "Offer

Document") from BW Offshore regarding the voluntary

exchange offer (the "Offer") for all of the issued

and outstanding shares of Prosafe Production Public

Limited ("Prosafe Production") not currently owned,

directly or indirectly, by BW Offshore, as well as to

the stock exchange notice of 16 September 2010

regarding the adjustment of the Offer and extension

of the acceptance period in the Offer (the "Offer

Period").

Further to the said announcements, BW Offshore has

prepared an information memorandum and supplemental

document (the "Supplemental Document"), which has

been reviewed by Oslo Børs in accordance with Section

3.5 of Oslo Børs' Continuing Obligations and by the

Financial Supervisory Authority of Norway in

accordance with Section 7-15 cf. Sections 7-4 no 6

and 7-5 no 7 of the Norwegian Securities Trading Act.

The adjusted consideration in the Offer is 1.2 shares

in BW Offshore plus NOK 3.00 in cash for each share

in Prosafe Production, and the Offer Period has been

extended to 30 September 2010 at 17:30 hours (CET).

Investors having accepted the Offer prior to

publishing of the Supplemental Document shall have

the right to withdraw their acceptance within two

business days following the date of the publishing of

the Supplemental Document, i.e. within 20 September

2010 at 17:30 hours (CET), cf. Section 7-21, sub-

section 2 of the Norwegian Securities Trading Act. In

order to exercise such right, investors must deliver

their withdrawal to Carnegie ASA by mail, fax or by

hand within the said deadline to Carnegie ASA,

Stranden 1, Aker Brygge, P.O.Box 684 Sentrum, N-0106

Oslo, Norway (fax number +47 22 00 99 60). Investors

that have accepted the Offer before the publishing of

the Supplemental Document, and who do not withdraw

their acceptances, will be deemed to have accepted

the adjusted offer and will not be required to return

a new acceptance form.

The Supplemental Document is available, subject to

restrictions under applicable securities laws, at the

website of BW Offshore, www.bwoffshore.com, and the

website of Carnegie, www.carnegie.no. Further, the

Supplemental Document will, subject to restrictions

under applicable securities laws, be sent to the

shareholders of Prosafe Production.

For further information, please contact:

Carl K. Arnet, CEO BW Offshore, +65 9630 3290

Knut R. Sæthre, CFO BW Offshore, +47 9111 7876

About BW Offshore

BW Offshore is one of the world's leading FPSO

contractors and a market leader within advanced

offshore loading and production systems to the oil

and gas industry. BW Offshore has more than 25 years'

experience and has successfully delivered 14 FPSO

projects and 50 turrets and offshore terminals. BW

Offshore's technology division APL has delivered

solutions for production vessels, storage vessels and

tankers in a wide range of field developments.

Adapting through competence, in-house technology,

solid project execution and operational excellence,

BW Offshore ensures that customer needs are met

through versatile solutions for offshore oil and gas

projects. BW Offshore has a global network with

offices in Europe, Asia Pacific, West Africa and the

Americas. BW Offshore has 1,100 employees and is

listed on the Oslo Stock Exchange. For more

information, please visit www.bwoffshore.com and

www.apl.no.

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.