Contemplated USD 50 million equity private plac...

NOT  FOR RELEASE, PUBLICATION OR  DISTRIBUTION, IN WHOLE OR  IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES

Songa  Offshore SE  ("Songa Offshore"  or the  "Company") has  on 24 March 2010
entered  into  an  agreement  with  the  shareholders  of Deepwater Driller Ltd.
("Deepwater Driller") to invest USD 50m in new equity into Deepwater Driller and
thereby  receive  a  31.25% ownership  in  the  company  (the "Investment"). The
Investment  is  Songa  Offshore's  first  entry  into  the  attractive deepwater
drilling  market. Deepwater Driller owns a 6(th) generation Friede & Goldman ExD
ultra-deepwater  semi-submersible drilling rig (previously  named Larsen Rig 1)
under  construction  at  Jurong  Shipyard  Pte  Ltd,  Singapore  ("Jurong") with
scheduled  delivery in  April 2011 (the  "Rig"). The  Investment is  expected to
close   on   or   about  16 April  2010, subject  to  inter  alia  satisfactory,
confirmatory due diligence by Songa Offshore.

"This  transaction  marks  a  new  era  for  Songa Offshore. We are pursuing our
strategy  to gradually  expand into  the ultra  deepwater segment.  Through this
non-recourse,  limited  investment,  Songa  Offshore  has achieved an attractive
option  to enter the fast growing ultra deepwater market. We were able to secure
this  position with only  12 months to delivery  at very attractive terms," says
Tom E. Jebsen, CFO.

Songa Offshore will assume building supervision and commercial management of the
Rig  and can leverage its existing organisation and client relationships towards
new  contract fixtures in  the deepwater segment.  Songa Offshore will receive a
daily  contribution of USD 7,500 to cover indirect costs and an incentive fee of
5.0% of the Rig's EBITDA.

CEO  Asbjørn Vavik says: "We believe this  transaction will create value for our
shareholders  and is a natural extension of  our rig fleet. We believe there are
multiple  opportunities to employ  this state-of-the-art rig  and we represent a
good  partner going forward together with the original shareholders in Deepwater
Driller. We see limited risk as to remaining capex and rig delivery as this unit
is  the 9(th) in  a series  of 10 similar  ExD semi-submersibles  to come out of
Jurong.  Furthermore, the marketability and operational efficiency of these rigs
are well proven in the market place."

Following the Investment, the market capitalization of Deepwater Driller will be
USD  160m. The  other  shareholders  in  Deepwater  Driller post new equity (the
"Shareholders")  are sub-funds of Sector Umbrella  Trust managed by Sector Omega
ASA  (35.1%),  Petrolia  Invest  AS  (20.6%)  and  Pareto World Wide Offshore AS
(13.1%).

Songa   Offshore's  initial  investment  in  Deepwater  Driller  will  be  on  a
non-recourse  basis and will not be consolidated with Songa Offshore. Subject to
Deepwater  Driller achieving take-out financing  of and an acceptable employment
contract  for the Rig, the Shareholders will  each have a pro-rata right to sell
up  to a total  of 20% of the  total outstanding shares  of Deepwater Driller to
Songa  Offshore. If a Shareholder does not  exercise the put option, or does not
exercise  it  in  full,  Songa  Offshore  may  call  the  Shareholder's pro-rata
remaining  share of the 20% stake and hence become a controlling 51% shareholder
in  Deepwater Driller. The price for the  shares pursuant to the put/call option
shall be calculated based on a gross asset value of the Rig, including all costs
related  to preparing the Rig  for operation, of USD  710m, with an addition for
the  nominal  amount  invested  through  any  potential  variation  orders which
enhances the Rig's capabilities and any other investments in assets by Deepwater
Driller  not  related  to  the  Rig,  but  less the net interest bearing debt of
Deepwater  Driller  and  any  remaining  installments  to  Jurong at the time of
exercise of the put/call option. However, under no circumstances shall the price
for  the shares sold pursuant to this put/call option be based on a valuation of
the 20% stake of less than USD 45 million.

More  specifically, the put and call options  described above are subject to the
following conditions being met at the time of exercising the options:
(i)     The Rig having been fully financed; and
(ii)     The Rig having  been awarded one  or several employment contracts which
satisfy at least two of the following three conditions:
(a)    Contract value representing an EBITDA contribution of at least USD 240m,
excluding any options not yet exercised;
(b)     Aggregate contract duration  (actual and/or contracted)  of at least two
years, excluding any options not yet exercised; and
(c)     EBITDA contribution  of at  least USD  250,000 per day  based on average
expected or actual day rates obtained in such employment contract(s)

Payment  for the  shares acquired  under this  put option  shall be paid in cash
and/or  shares  in  Songa  Offshore  at  the  option  of  each  of  the  putting
Shareholders or at the option of Songa Offshore when calling, respectively.

The right to exercise the options described above will lapse on 24 March 2013.

In  the  event  of  exercise  of  the  put/call  option  by  either  party, each
Shareholder  has  a  right  to  sell  their  total  remaining stake of shares in
Deepwater  Driller to Songa Offshore over  the 24 months following such exercise
at fair market value, however at the latest 24 March 2013.

Songa  Offshore  and  the  Shareholders  will  enter  into  a  new shareholder's
agreement  based on the principles stated  above and other customary principles,
terms and conditions.

USD 50 MILLION CONTEMPLATED PRIVATE PLACEMENT
Songa  Offshore  intends  to  finance  the  Investment through an equity private
placement  of up to USD 50m (the  "Private Placement"). The contemplated Private
Placement  will  be  directed  towards  professional Norwegian and international
investors  after close of Oslo  Stock Exchange today. Based  on a Songa Offshore
share  price of  NOK 29.5, the  Private Placement  will represent  up to approx.
10.2 million   new  shares  equaling  approx.  6.5% of  the  current  number  of
outstanding shares of the Company.

The Private Placement is not contingent upon the consummation of the Investment.
In  the event  that the  Investment is  not consummated,  the proceeds  from the
Private  Placement  will  be  applied  to  Songa  Offshore's  general  corporate
purposes.

The  subscription price in  the Private Placement  will be determined through an
accelerated  bookbuilding  process  and  the  minimum  order has been set to the
number  of  shares  that  equals  an  aggregate  purchase  price of at least NOK
1,000,000.

The  subscribers  in  the  Private  Placement  will  be  delivered  existing and
unencumbered  shares  in  the   Company  that  are  already listed on Oslo Stock
Exchange,  pursuant  to  a  share  lending  agreement   entered into between the
financial  advisor  engaged  in  the  private  placement, Songa Offshore and the
Company's  largest shareholder, Spencer  Energy AS. The  shares delivered to the
subscribers will thus be tradable from the date they are delivered.

The  bookbuilding period opens today at  17:30 CET (24 March 2010) and closes at
the  latest on 25 March  2010 at 08:30 CET. The  bookrunner may, however, at any
time  resolve  to  close  or  extend   the  book  building  period  at their own
discretion,  but it will in no event  close earlier than 24 March 2010 at 19:00
CET.

NRP  Securities ASA acted as sole advisor to the Company in conjunction with the
investment  in Deepwater Driller. Songa  Offshore has retained Pareto Securities
AS as sole manager and bookrunner for the equity Private Placement.

For further information, please contact:
Tom E. Jebsen, CFO ([phone])
Asbjørn Vavik, CEO ([phone] / [phone])



About Deepwater Driller Ltd.
Deepwater Driller Ltd. (previously Larsen Rig Ltd.) has a sixth generation
Friede & Goldman ExD ultra-deepwater semi-submersible drilling rig under
construction at Jurong. The Rig is designed to operate at a water depth of up to
10,000 ft and to drill up to 40,000 ft.

Upon  delivery, the Rig  will be equipped  to operate at  a water depth of up to
7,500 ft.  The Rig represents the  latest technological advancements in offshore
drilling  based  on  a  proven  design  and  is  the  result of over 40 years of
experience in semi-submersible rig design at Friede & Goldman Ltd.

The Rig will be completed in Singapore under the joint supervision of Jurong and
Songa  Offshore as construction manager.  Remaining instalments to Jurong (incl.
interest)  until completion is approximately  USD 490m. In addition, another USD
45m investment is projected for spare parts, crew training, drill string, etc.

The delivery of the Rig by Jurong is expected to occur around April 2011. Jurong
is  a very  experienced builder  of semi-submersible  rigs and  has successfully
completed the construction of PetroRig I, II and III. The rig will be the 9(th)
rig of Friede & Goldman ExD Design constructed by Jurong.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES:

The shares to be offered have not been and will not be registered under the U.S.
Securities  Act of  1933, as amended  (the "U.S.  Securities Act"), or any state
securities  laws, and will be offered within the United States only to qualified
institutional  buyers ("QIB"), as defined in Rule 144A under the U.S. Securities
Act  ("Rule 144A"), and to certain non-U.S.  persons in offshore transactions in
reliance  on Regulation S under the U.S. Securities Act. Any US investor will be
requested  to sign and return an  investor representation letter certifying that
it is a QIB. The shares to be offered will be subject to certain restrictions on
transfer.  This  press  release  shall  not  constitute  an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in
any country in which such offer, solicitation or sale would be unlawful.

This  information is subject  of the disclosure  requirements according to §5-12
vphl (Norwegian Securities Trading Act).





[HUG#1397321]