Notice regarding Voluntary Exchange Offer

(This is a copy of announcement from BW Offshore
Limited, 30.06.2010 at 16:15 hours.)

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

30 June 2010 - Reference is made to the stock
exchange notice (the "Notice") from BW Offshore
Limited ("BW Offshore" or "BWO") of 21 June 2010
regarding an intention to make a voluntary exchange
offer (the "Offer") for all of the shares
of Prosafe Production Public Limited ("Prosafe
Production") not currently owned
by BW Offshore.

As further detailed in the Notice, the
consideration of 1.2 BWO shares and NOK
5.25 in cash per Prosafe Production share is
conditional upon the sale by
Prosafe Production of its Turret Business (on
conditions as announced by Prosafe
Production in its stock exchange notice of 22
March 2010) being completed no
later than two Norwegian business days prior to
expiry of the acceptance period
for the Offer. If this condition is not met, then the
consideration in the Offer
will be 1.2 BWO shares and NOK 2.0 in cash per
Prosafe Production share.

According to a stock exchange notice from Prosafe
Production today, 30 June
2010, the Letter of Intent to sell the Turret
Business has been extended until
after the Offer has been concluded and the future
ownership structure of Prosafe
Production has been clarified.

The effect of this extension will be that the Offer
consideration is reduced to
1.2 BWO shares and NOK 2.0 in cash per Prosafe
Production share and it will
thereby not be possible for the shareholders of
Prosafe Production to get the
benefit of possible excess value stemming from a
sale of the Turret Business as
contemplated by the higher consideration of 1.2 BWO
shares and NOK 5.25 in cash
in the Offer.

Due to these circumstances, BW Offshore is
considering whether to withdraw the
intended Offer if this helps facilitate a swift
closing of the sale of the
Turret Business by Prosafe Production for the benefit
of all shareholders.

For further information, please contact:

Carl K. Arnet, CEO BW Offshore, +65 9630 3290

Knut R. Sæthre, CFO BW Offshore, +47 9111 7876


About BW Offshore

BW Offshore is one of the world's leading FPSO
contractors and a market leader
within advanced offshore loading and production
systems to the oil and gas
industry. BW Offshore has more than 25 years'
experience and has successfully
delivered 14 FPSO projects and 50 turrets and
offshore terminals. BW Offshore's
technology division APL has delivered solutions for
production vessels, storage
vessels and tankers in a wide range of field
developments. Adapting through
competence, in-house technology, solid project
execution and operational
excellence, BW Offshore ensures that customer
needs are met through versatile
solutions for offshore oil and gas projects. BW
Offshore has a global network
with offices in Europe, Asia Pacific, West Africa
and the Americas. BW Offshore
has 1,100 employees and is listed on the Oslo
Stock Exchange. For more
information, please visit www.bwoffshore.com and
www.apl.no.



This information is subject to the disclosure
requirements according 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 Limited 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.