Notice regarding Voluntary Exchange Offer

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

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

BWO has resolved to proceed with the Offer, and the
detailed terms and conditions of the Offer will be
contained in an offer document (the "Offer
Document"). The consideration in the Offer will be
1.2 BWO shares and NOK 2.00 in cash per Prosafe
Production share. As further detailed in the Offer
Document, the cash consideration of the Offer will be
NOK 5.25 per Prosafe Production share in the event
the sale of Prosafe Production's Turret Business is
completed on conditions as announced by Prosafe
Production in its stock exchange notice of 22 March
2010 no later than two Norwegian business days prior
to expiry of the acceptance period for the Offer. The
Offer will in other respects contain the conditions
as set forth in the stock exchange notice from BW
Offshore of 21 June 2010.
BW Offshore expects to issue the Offer Document by
the end of the week starting 19 July 2010.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +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 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.