BW Offshore: Purchases 100 % Of FPSO Whakaaropai

BW Offshore has entered into an agreement with Spencer Energy (Spencer) to purchase the rights Spencer has with Shell Todd to purchase the FPSO Whakaaropai. BW Offshore has also agreed to issue and Spencer has agreed to subscribe 6,118,421 shares in BW Offshore at a price of USD 3.80 per share.
 
BW Offshore to become 100% owner of the FPSO Whakaaropai - Private Placement of USD 23.25 million to Spencer Energy.
 
(BWO - Oslo, May 2, 2006) Bergesen Worldwide Offshore Ltd. (BW Offshore) has entered into an agreement with Spencer Energy (Spencer) to purchase the rights Spencer has with Shell Todd to purchase the FPSO Whakaaropai. BW Offshore has also agreed to issue and Spencer has agreed to subscribe for 6,118,421 shares in BW Offshore at a price of USD 3.80 per share.
 
Spencer and BW Offshore have previously entered into agreements whereby BW Offshore has purchased 50% of the rights in the FPSO Whakaaropai, previously marketed as BW Songa. In accordance with today`s agreement, Whakaaropai will be delivered to BW Offshore in May as a 100% owned unit and the FPSO will be renamed BW Endeavour.
 
As a part of the transaction, Spencer has been invited to subscribe for 6,118,421 ordinary shares in BW Offshore at a price of USD 3.80 per share. These shares will be issued on the earlier of (i) the date when all Spencer`s rights and obligations under a Memorandum of Agreement relevant to the purchase of the Whakaaropai are transferred to BW Offshore, (ii) 15 June 2006 or (iii) an earlier date as agreed between Spencer and BW Offshore.
 
Following the private placement of shares in April 2006 and the issuance of the above mentioned shares to Spencer, there will be 205,065,789 shares outstanding in BW Offshore.