Prosafe SE

Regulatory Filings • Oct 8, 2010

Settlement notice and final acceptance level

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

Settlement notice and final acceptance level

8 October 2010 - Reference is made to the offer

document dated 27 July 2010 (the "Offer Document")

from BW Offshore Limited ("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. Reference is further made to the

information memorandum and supplemental document

dated 16 September 2010 (the "Supplemental Document")

and previous announcements issued in connection with

the Offer.

As announced on 1 October 2010, the Board of BW

Offshore has resolved to declare the Offer

unconditional, and BW Offshore will accordingly

complete the Offer.

Following final registration of acceptances and

transfer of the accepted Prosafe Production shares in

VPS, the final acceptance level in the Offer is

180,570,288 shares (70.76%). Together with the

60,932,990 shares (23.88%) in Prosafe Production that

BW Offshore directly and indirectly owned prior to

the Offer, BW Offshore will directly or indirectly

own 241,503,278 shares, corresponding to 94.63% of

the total number of issued shares in Prosafe

Production upon completion of the Offer.

It is expected that delivery of the consideration

shares to be issued by BW Offshore in connection with

the Offer to the accepting Prosafe Production

shareholders will take place on or about 11 October

2010, while the cash consideration payable under the

Offer is expected to be provided to the accepting

Prosafe Production shareholders' registered bank

accounts in the VPS on or about 12 October 2010.

The accepting Prosafe Production shareholders should

not transfer or sell consideration shares to be

received as settlement under the Offer before such

shares have been registered on the accepting Prosafe

Production shareholders' VPS accounts. Any accepting

Prosafe Production shareholder that transfer

consideration shares to be received under the Offer

before delivery of such shares has taken place runs

the risk of not being able to settle the sale or

transfer its BW Offshore shares in time.

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.