NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN
1 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.
The acceptance period for the Offer (the "Offer Period") expired on 30 September 2010 at 17:30 CET.
Upon the expiry of the Offer Period, BW Offshore had received acceptances for approx. 178.8 million shares (70.1%) in the Offer. Together with the 60,932,990 shares (23.9%) in Prosafe Production that BW Offshore directly and indirectly owned prior to the Offer, BW Offshore will directly or indirectly own approx. 239.7 million shares, corresponding to 93.9% of the total number of issued shares in Prosafe Production upon completion of the Offer. Please note that the number of acceptances under the Offer may be altered due to possible corrections and changes following registration with the VPS.
BW Euroholdings Limited has accepted the Offer for its 15,332,280 shares (6.0%) in Prosafe Production. BW Euroholdings Limited is a wholly owned subsidiary of BW Group Limited, the parent company of BW Offshore.
As detailed in the Offer Document, the completion of the Offer is subject to a number of conditions. The Board of BW Offshore has resolved to declare the Offer unconditional, and BW Offshore will accordingly complete the Offer.
Settlement under the Offer will be completed within two weeks following expiry of the Offer Period. BW Offshore intends to conduct a compulsory acquisition of the remaining shares in Prosafe Production in due course following settlement.
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.