Notice regarding Voluntary Exchange Offer

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.