Approval of squeeze-out document and commencement of squeeze-out
NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN
29 October 2010 - Reference is made to the announcement made by BW Offshore Limited ("BW Offshore") on 11 October 2010 regarding the submission of an application to the Cyprus Securities and Exchange Commission ("CySec"), in which CySec was requested by BW Offshore to issue a decision permitting BW Offshore to acquire all the shares in the issued share capital of Prosafe Production Public Limited ("Prosafe Production") not already owned, directly or indirectly, by BW Offshore (the "Squeeze-Out"). CySec has approved the said application and BW Offshore is entitled to proceed with the Sqeeze-Out.
The Squeeze-Out will be carried out pursuant to a document containing equivalent information as a prospectus (the "Squeeze-Out Document"), which has been reviewed 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.
In the Squeeze-Out, the shareholders of Prosafe Production will in compliance with applicable Cypriot law be given the opportunity to choose either a consideration of (i) 1.2 shares in BW Offshore plus NOK 3 in cash, or (ii) NOK 15.11 in cash, for each share held in Prosafe Production. All shareholders in Prosafe Production not having chosen to receive the consideration in form of alternative (i) above, by returning a Combined Consideration Acceptance Form by 12 November 2010 at 17:30 hours (CET) (the "Acceptance Period"), are deemed to have chosen alternative (ii), and will, accordingly, receive the consideration in form of NOK 15.11 for each share held in Prosafe Production.
Settlement of the consideration under the Squeeze-Out, either by way of the combined consideration or the cash consideration, as applicable, and transfer of the remaining Prosafe Production shares under the Squeeze-Out is expected to be carried out as soon as practicable following expiry of the Acceptance Period and no later than 14 days after the expiry of the Acceptance Period (i.e. on 26 November 2010).
In compliance with applicable Cypriot law, any legal action against BW Offshore in order to dispute the amount of the consideration offered in the Squeeze-Out, must be taken within six months of the announcement of the completion of the Squeeze-Out.
The Squeeze-Out Document is available, subject to restrictions under applicable securities laws, at the website of BW Offshore, www.bwoffshore.com, and the website of Carnegie ASA, www.carnegie.no. Further, the Squeeze-Out 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, +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.