Stabilisation Notice

Petrofac Limited
04 October 2005


Not for distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.


4th October 2005


Stabilisation Notice: Petrofac Limited


In connection with the Offer in relation to the following Ordinary Shares:


Petrofac Limited Ordinary Shares of US$0.025 each
ISIN Code: GB00B0H2K534


In connection with the Offer, Credit Suisse First Boston (Europe) Limited as
stabilisation manager (the "Stabilisation Manager"), may over-allot or effect
other transactions which stabilise or maintain the market price of the Ordinary
Shares or any options, warrants or rights with respect to, or interests in, the
Ordinary Shares, in each case at a level higher than which might otherwise
prevail.  Such transactions may commence on or after the date of publication of
the Offer Price and will end no later than 30 days thereafter.  Such
transactions may be effected on the London Stock Exchange, the over the counter
market or otherwise. There is no assurance that such transactions will be
undertaken and, if commenced, they may be discontinued at any time.


In connection with the Offer, the Company has agreed with the Stabilisation
Manager that Ordinary Shares may be over-allotted for stabilisation purposes.
The Over-allotment Shareholders have granted to the Stabilisation Manager the
Over-allotment Option, pursuant to which the Stabilisation Manager may purchase,
or procure purchases for, up to 10 per cent of the number of Ordinary Shares to
be sold under the Offer (assuming no exercise of the Over-allotment Option) for
the purposes of allowing the Stabilisation Manager to cover short positions
resulting from such over-allotments.  A further 5 per cent of such Ordinary
Shares may be over-allotted but the resulting position of the Stabilisation
Manager will not be covered by Ordinary Shares from the Over-allotment
Shareholders.  The Over-allotment Option will be exercisable in whole or in part
at any time during the period commencing on the date of publication of the Offer
Price and ending 30 days thereafter.


Number of Ordinary Shares in the Global Offer: 149,939,286

Number of Ordinary Shares subject to the Over-allotment Option: 14,993,928


The Offer Price of Petrofac Limited Ordinary Shares of US$0.025 was set at 215
pence on 3rd October 2005


The stabilisation period is expected to commence at 8am on 4th October 2005
until close of business on 3rd November 2005


This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or dispose
of any securities of the Issuer in any jurisdiction.

(This announcement and the offer of the securities to which it relates are only
addressed to and directed at persons outside the United Kingdom and persons in
the United Kingdom who have professional experience in matters related to
investments or who are high net worth persons within article 12(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and
must not be acted on or relied on by other persons in the United Kingdom.)

In addition, if and to the extent that this announcement is communicated in, or
the offer of the securities to which it relates is made in, any EEA Member State
that has implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus Directive") before
the publication of a prospectus in relation to the securities which has been
approved by the competent authority in that Member State in accordance with the
Prospectus Directive (or which has been approved by a competent authority in
another Member State and notified to the competent authority in that Member
State in accordance with the Prospectus Directive), this announcement and the
offer are only addressed to and directed at persons in that Member State who are
qualified investors within the meaning of the Prospectus Directive (or who are
other persons to whom the offer may lawfully be addressed) and must not be acted
on or relied on by other persons in that Member State.

This announcement is not an offer of securities for sale into the United States.
The securities have not been, and will not be, registered under the United
States Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an exemption from registration.  There will be no
public offer of securities in the United States.


Credit Suisse First Boston (Europe) Limited contacts: Tom Ahearne / Nick
Williams / Stephane Gruffat Telephone: [phone]


Stabilisation / FSA


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