PROSPECTUS BW OFFSHORE LIMITED (An exempted company limited by shares incorporated under the laws of Bermuda) Rights Issue of 8,559,810,000 Offer Shares at a Subscription Price of NOK 0.10 per Offer Share with Subscription Rights for Existing Shareholders Subscription Period for the Rights Issue: From 1 July 2016 to 16:30 hours (CET) on 15 July 2016 Trading in Subscription Rights: From 1 July 2016 to 16:30 hours (CET) on 13 July 2016 The information in this prospectus (the "Prospectus") relates to an underwritten rights issue (the "Rights Issue") by BW Offshore Limited (the "Company" or "BW Offshore"), an exempted company limited by shares incorporated under the laws of Bermuda (together with its consolidated subsidiaries, the "Group") and the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange"), of 8,559,810,000 new common shares in the Company with a par value of USD 0.01 each (the "Offer Shares") issued at a subscription price of NOK 0.10 per Offer Share (the "Subscription Price"). The shareholders of the Company as of 28 June 2016 (and being registered as such in the Norwegian Central Securities Depository (the "VPS") on 30 June 2016 pursuant to the two days' settlement procedure (the "Record Date")) (the "Existing Shareholders"), will be granted transferable subscription rights (the "Subscription Rights") in the Rights Issue that, subject to certain limitations based on applicable laws and regulations, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price. The Subscription Rights will be registered on each Existing Shareholder's VPS account. Subscription Rights will not be issued in respect of any existing shares held in treasury by the Company. The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours Central European Time ("CET") on 1 July 2016 to 16:30 hours (CET) on 13 July 2016 under the ticker code "BWO T". Each Existing Shareholder will be granted 12.48664 Subscription Rights for every existing share registered as held by such Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Subscription Rights acquired during the Subscription Period carry the same right to subscription as the Subscription Rights held by Existing Shareholders. Each Subscription Right will, subject to certain limitations based on applicable laws and regulations, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without Subscription Rights is permitted. The subscription period will commence at 09:00 hours (CET) on 1 July 2016 and expire at 16:30 hours (CET) on 15 July 2016 (the "Subscription Period"). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 15 July 2016 or sold before 16:30 hours (CET) on 13 July 2016 will have no value and will lapse without compensation to the holder. BW Group Limited ("BW Group") and certain other Pre-committing Shareholders (as defined below) have committed to subscribe for the number of Offer Shares covered by their Subscription Rights. Following expiry of the Subscription Period, any Offer Shares that have not been subscribed for, and allocated, in the Rights Issue (save for the Offer Shares to be subscribed for by BW Group and the other Pre-committing Shareholders) will be subscribed and paid for at the Subscription Price by an underwriting syndicate consisting of ABN AMRO Bank N.V. ("ABN AMRO"), Danske Bank A/S, Norwegian branch ("Danske Bank"), DNB Markets, a part of DNB Bank ASA ("DNB Markets") and Nordea Markets, a part of Nordea Bank Norge ASA ("Nordea Markets") (collectively, the "Underwriters"), subject to the terms and conditions of the underwriting agreement entered into between the Company, the Pre-committing Shareholders and the Underwriters on 22 May 2016, as amended (the "Underwriting Agreement"). The Company and the Managers (as defined below) do not accept any responsibility or liability with respect to the withdrawal of the Rights Issue or any related effects on any trades in Subscription Rights or Offer Shares. For more information see Section 18 "The terms of the Rights Issue". The beneficial interests in the Company's existing Shares are, and the Offer Shares will be, registered in the VPS in book-entry form. All of the issued Shares rank pari passu with one another and each carry one vote. Except where the context requires otherwise, references in this Prospectus to "Shares" will be deemed to include the existing Shares and the Offer Shares. The existing Shares are, and the Offer Shares will be, listed on the Oslo Stock Exchange under the ticker code "BWO". Investing in the Shares, including the Offer Shares, involves a high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 "Risk factors" beginning on page 12 when considering an investment in the Company. The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares and Subscription Rights may lawfully be made and, for jurisdictions other than Norway, would not require any filing, registration or similar action. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the United States of America (the "U.S." or the "United States"), and are being offered and sold: (i) in the United States only to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") and (ii) outside the United States in compliance with Regulation S under the U.S. Securities Act ("Regulation S") and on exemptions provided by Directive 2003/71/EC (including Directive 2010/73/EU and together with any relevant implementing measure, the "Prospectus Directive") in Member States of the European Economic Area (the "EEA") that have implemented the Prospectus Directive (each, a "Relevant Member State"), in each case, in compliance with any applicable laws and regulations. The distribution of this Prospectus and the offer and sale of the Subscription Rights and the Offer Shares in certain jurisdictions may be restricted by law. For more information regarding restrictions in relation to the Rights Issue, see Section 19 "Selling and transfer restrictions". The due date for the payment of the Offer Shares is expected to be on or about 20 July 2016. Delivery of the Offer Shares is expected to take place on or about 22 July 2016 through the facilities of the VPS. Trading in the Offer Shares on the Oslo Stock Exchange is expected to commence on or about 22 July 2016. Joint Bookrunners ABN AMRO Danske Bank DNB Markets Nordea Markets Pareto Securities Joint Lead Managers ING SEB Swedbank The date of this Prospectus is 30 June 2016 BW Offshore Limited – Prospectus IMPORTANT INFORMATION This Prospectus has been prepared in connection with the Rights Issue and the listing of the Offer Shares on the Oslo Stock Exchange. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, and as implemented in Norway (the "EU Prospectus Directive"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA is dated 30 June 2016 and only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or referred to in this Prospectus. The Company is incorporated under the laws of Bermuda. In order to facilitate the registration and trading of the Shares on the Oslo Stock Exchange, the Company has entered into a registrar agreement (the "Registrar Agreement") with DNB Bank ASA (the "VPS Registrar") for the registration of the beneficial interests in the Shares, including the Offer Shares, in book entry form in the VPS. Under the Registrar Agreement, the VPS Registrar is, in respect of the existing Shares, and will be, in respect of the Offer Shares, registered as holder of such Shares in the Register of Members of the Company that the Company is required to maintain in Bermuda pursuant to the Companies Act 1981, as amended, of Bermuda (the "Bermuda Companies Act"). Under the Registrar Agreement, the VPS Registrar registers the beneficial interests in the existing Shares and will register the beneficial interests in the Offer Shares, in book-entry form in the VPS. Therefore, it is not the Shares issued in accordance with the Bermuda Companies Act that will be delivered to investors being allocated Offer Shares in the Offering, but the beneficial interests in such Shares registered in the VPS (in book-entry form). Unless indicated otherwise, or the context otherwise requires references in this Prospectus to (i) "Shares" or "Offer Shares" are to the beneficial interests in the Shares registered in book-entry form with the VPS; and (ii) "shareholder" is to a holder of the Shares registered as such in the VPS.