Prosafe SE

Share Issue/Capital Change • Dec 3, 2015

Prosafe SE :Prosafe SE - Contemplated private placement of new shares

Prosafe SE :Prosafe SE - Contemplated private placement of new shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Larnaca, 3 December 2015; Prosafe SE ("Prosafe" or the "Company") is

contemplating  carrying out a private placement of up to 23,597,300 new shares,

representing up to approximately 9.99 percent of the Company's current share

capital (the "Private Placement").

The proceeds from the Private Placement will be used to strengthen the Company's

balance sheet and liquidity position as well as for general corporate purposes.

The proceeds will further strengthen the Company's ability to work proactively

with all stakeholders, and allow the Company to be in a better position to

execute on preferred initiatives in the near term challenging market.

Prosafe is currently in commercial discussions that may, if successful,

materially increase the Company's firm order backlog. The terms and conditions

of such contract amendments and/or new contracts are in line with the Company's

current contract portfolio. Such discussion may include changes in timing of

existing contracts, and/or extension of the contract period.

The shares in the Private Placement will be issued by the Board of Directors of

Prosafe, pursuant to an authorization granted at the Company's annual general

meeting on 13 May 2015.

The subscription price will be determined through a bookbuilding process. The

bookbuilding period will commence today (3 December 2015) at 16:30 hours (CET)

and close at 08:00 hours (CET) on 4 December 2015. The Company may however at

any time close or extend the book-building period at its discretion. The minimum

order amount in the Private Placement has been set to the number of new shares

that equals an aggregate subscription price of at least NOK 2,000,000, with a

minimum allocation amount of the NOK equivalent of EUR 100,000.

Payment and delivery of allocated new shares is expected to be on or about 8

December 2015. The new shares will be tradable on the Oslo Stock Exchange as

soon as the new shares have been issued in the VPS. This is expected to take

place on or about 7 December 2015.

Prosafe has retained ABG Sundal Collier ASA,  Nordea Markets, Pareto Securities,

Danske Bank and DNB Markets as Bookrunners for the Private Placement, which will

be directed towards Norwegian and international investors (in such jurisdictions

and as permitted or catered for by exemption rules under applicable securities

laws). The Private Placement will be structured as an undocumented accelerated

bookbuilding process.

For further information, please contact:

Karl Ronny Klungtvedt, Chief Executive Officer

Prosafe Management AS

Phone: + 47 51 64 25 81

Stig Harry Christiansen, Chief Financial Officer

Prosafe Management AS

Phone: +47 478 07 813

Cecilie Helland Ouff, Finance and IR Manager

Prosafe AS

Phone: +47 51 64 25 20

Tel: +47 991 09 467

About Prosafe:

Prosafe is the world's leading owner and operator of semi-submersible

accommodation vessels. Operating profit reached USD 248 million in 2014 and net

profit was USD 179 million. The company operates globally, employs 800 people

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

***

IMPORTANT INFORMATION

This press release is for information purposes only and shall not constitute or

be construed as an offer to buy, sell, issue, or subscribe for, or the

solicitation of an offer to buy, sell, issue, or subscribe for any securities,

nor shall there be any sale of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. Copies of this

announcement are not being made and may not be distributed or sent into the

Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction

in which such distribution would be unlawful or would require registration or

other measures.

The shares referred to herein have not been and will not be registered under the

United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or

any state securities laws, and will be sold within the United States only to

qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S.

Securities Act ("Rule 144A"), through affiliates of the managers, in reliance

upon the exemption from the registration requirements provided by section 4(2)

of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in

offshore transactions in reliance on Regulation S under the U.S. Securities Act.

The shares to be offered will be subject to certain restrictions on transfer.

Certain statements contained herein that are not statements of historical fact,

may constitute forward-looking statements. Forward -looking statements involve

known and unknown risks, uncertainties and other factors that could cause the

actual results or events concerning the Company to be materially different from

the historical results or from any future results expressed or implied by such

forward-looking statements. None of the Company, the managers or any of their

affiliates or advisors provide any assurance that the assumptions underlying

such forward-looking statements are free from errors nor do any of them accept

any responsibility for the future accuracy of the opinions expressed in this

press release or the actual occurrence of the forecasted developments. Except as

may be required by applicable law or stock exchange regulation, neither the

Company nor the managers, or any of their affiliates or advisors, assume any

obligation to update any forward-looking statements or to confirm these forward-

looking statements to actual results.

This information is subject of the disclosure requirements set out in Section

5-12 of the Norwegian Securities Trading Act.

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This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1971283]