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Seadrill Limited Share Issue/Capital Change 2010

Aug 17, 2010

9186_rns_2010-08-17_98572b79-6231-4f52-b947-21ce9bd56a88.html

Share Issue/Capital Change

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SEAWELL LIMITED: SHARE ISSUE COMPLETED

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR TO U.S. NEWS WIRE SERVICES OR INTO

THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY

OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR

RELEASE WOULD BE UNLAWFUL.

SEAW: SHARE ISSUE COMPLETED

OSLO, 17 August 2010

Reference is made to the press release dated 16

August regarding a contemplated of shares in Seawell

Limited ("Seawell" or the "Company").

The Private Placement was closed on 16 August at

22:00. The Company is pleased to announce that the

offering was significantly oversubscribed. Allocation

of 115,400,000 new shares at NOK 23.00 per share,

raising gross proceeds of NOK 2,654 million, will be

finalised during the course of the day.

The gross proceeds of the Private Placement will be

used to; (i) finance the acquisition of Allis-

Chalmers Energy Inc, as announced on 13 August 2010;

(ii) de-lever; (iii) finance further growth and

acquisitions and (iv) general corporate purposes.

"I want to thank all of our investors for the

confidence shown in Seawell. We have, with their

contribution, fulfilled a key condition for the

closing of our acquisition of Allis-Chalmers Energy

Inc. This vote of confidence allows us to now list

the company and proceed with our strategy to become

the no. 1 independent oil service company." Says the

CEO Jørgen P. Rasmussen

RS Platou Markets AS, Carnegie ASA and Pareto

Securities AS have acted as Joint lead managers and

bookrunners. Danske Markets, DnB NOR Markets and

Nordea Markets have acted as co-managers.

***

Important Notice

The Private Placement and this announcement and other

information in connection with the Private Placement

may be restricted by law in certain jurisdictions.

Seawell assumes no responsibility in the event there

is a violation by any person of such restrictions.

Persons in whose possession this announcement or such

other information should come are required to inform

themselves about and to observe any such

restrictions. This announcement is not for

distribution, directly or indirectly, in or into any

jurisdiction in which it is unlawful to make any such

offer or solicitation to such person or where prior

registration or approval is required for that

purpose.

This document is not an offer to sell, or the

solicitation of an offer to buy or subscribe for

securities in the United States, Australia, Canada,

Japan or in any jurisdiction in which such offer,

solicitation or sale is unlawful. Securities may not

be offered or sold in the United States absent

registration under the US Securities Act of 1933

(the "Securities Act") or an exemption from, or in a

transaction not subject to, registration. Subject to

certain exceptions, the securities referred to herein

may not be offered or sold in Australia, Canada or

Japan or to, or for the account or benefit of, any

national, resident or citizen of Australia, Canada or

Japan. The offer and sale of the securities referred

to herein has not been and will not be registered

under the Securities Act or under the applicable

securities laws of Australia, Canada or Japan. The

new shares to be offered may not be offered or sold

within the United States, except 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.

This document is only addressed to and is only

directed at persons in member states of the European

Economic Area (the "EEA") who are "qualified

investors" within the meaning of Article 2.1(e) of

the Prospectus Directive (Directive 2003/71/EC). In

addition, in the United Kingdom, these materials are

directed solely at persons who (i) have professional

experience in matters relating to investments falling

within Article 19(5) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005

(the "Order") or (ii) are persons falling within

Article 49(2)(a) to (d) of the Order and other

persons to whom it may lawfully be communicated (all

such persons together being referred to as "relevant

persons"). These materials are addressed only to,

and directed only at, relevant persons and qualified

investors and must not be acted on or relied on (i)

in the United Kingdom, by persons who are not

relevant persons or (ii) in any member state of the

EEA other than the United Kingdom, by qualified

investors. Any investment or investment activity to

which these materials relate is available only to,

and will be engaged in only with, in the United

Kingdom, relevant persons, and in any member state of

the EEA other than the United Kingdom, qualified

investors.

* * *

For further information, please contact:

Jorgen Rasmussen, Executive Chairman Seawell Ltd.,

+47 51 30 80 00

Thorleif Egeli, CEO Seawell Management AS, +47 51 30

80 00

Lars Bethuelsen, CFO Seawell Management AS, +47 51 30

80 00

SOURCE Seawell Limited

http://www.seawellcorp.com