Premier announces results of Exchange Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED ("SECURITIES ACT")) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

PREMIER OIL plc

("Premier")

Premier announces results of Exchange Offer

29 October 2012

Premier announces that holders representing 98.13 per cent. of the total aggregate principal amount of the US$250 million guaranteed convertible bonds due 2014 (representing a principal amount of approximately US$245.3 million) have elected to exchange their existing bonds for guaranteed convertible bonds due 2018. The new bonds will have a conversion price of US$7.00 and a coupon of 2.5 per cent. This compares with the existing convertible bonds which have a conversion price of US$6.69 and a coupon of 2.875 per cent. Premier will act as guarantor of the new bonds, which will be issued by Premier Oil Finance (Jersey) Limited. The settlement date for the Exchange Offer will be on or about 1st November 2012. Following completion of the Exchange Offer, Premier is intending to exercise its right under the terms and conditions of the existing bonds to redeem the remaining outstanding bonds (in an aggregate amount of approximately US$4.7 million) at par plus accrued interest.

Simon Lockett, Chief Executive of Premier, commented:

"The exchange offer takes advantage of improved terms and longer maturity available in the current convertible markets. We are delighted to have received such a high level of take up from our bondholders, which is an expression of confidence in the financial strength and future growth potential of the group."

Enquiries

Premier Oil plc 0207 730 1111

Simon Lockett

Tony Durrant

Pelham Bell Pottinger 0207 861 3232

Gavin Davis

Henry Lerwill

PREMIER OIL FINANCE (JERSEY) LIMITED ANNOUNCES RESULTS OF EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED ("SECURITIES ACT")) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

29 October 2012

On 19 October 2012, Premier Oil Finance (Jersey) Limited (the "Company") invited holders of its outstanding US$250,000,000 2.875 per cent. Guaranteed Convertible Bonds due 2014 (XS0304206161) (the "Existing Bonds") unconditionally and irrevocably guaranteed by Premier Oil plc (the "Guarantor") to offer to exchange any and all of their Existing Bonds for US$ denominated 2.5 per cent. Guaranteed Convertible Bonds due 2018 (the "Bonds") to be issued by the Company and to be unconditionally and irrevocably guaranteed by the Guarantor (the "Exchange Offer").

The Exchange Offer is made on the terms and subject to the conditions contained in the exchange offer memorandum dated 19 October 2012 (the "Exchange Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Exchange Offer Memorandum.

The Exchange Offer expired at 5.00 pm (London time) on 26 October 2012.

RESULTS OF THE EXCHANGE OFFER

The Company hereby announces that, as at the Expiration Time, Existing Bonds having an aggregate nominal amount of US$245.324 million (representing 98.13 per cent of the total aggregate nominal amount of Existing Bonds outstanding) were validly offered by Holders for exchange, and accepted by the Company, pursuant to the Exchange Offer.

On or about 1 November 2012 (the "Settlement Date"), each Holder will receive New Bonds plus an Accrued Interest Payment in exchange for such Existing Bonds as have been validly offered and accepted by the Company all in accordance with and subject to the provisions of the Exchange Offer Memorandum.

The aggregate principal amount of New Bonds to be issued on the Settlement Date will be US$245.324 million.

Following cancellation of the Existing Bonds accepted by the Company for exchange, the aggregate principal amount of Existing Bonds outstanding following the Settlement Date will be US$4.676 million.

Following completion of the Exchange Offer, the Company is intending to exercise its right to redeem any outstanding Existing Bonds at par in accordance Condition 9(b) of the terms of the Existing Bonds.

The Company has engaged Barclays Bank PLC and RBC Europe Limited as Dealer Managers for the Exchange Offer. Deutsche Bank AG, London Branch is acting as the Exchange Agent.

Disclaimer

This announcement must be read in conjunction with the Exchange Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement.