July 12, 2017

Topaz Marine S.A. Launch of $375.0 million Senior Notes Offering

July 12, 2017 — Topaz Marine S.A. (the “Issuer”), a wholly owned finance subsidiary of Topaz Energy and Marine Limited (the “Company”) and an indirect subsidiary of Renaissance Services SAOG, announces today that it intends to offer up to $375.0 million aggregate principal amount of Senior Notes due 2022 (the “Notes”).  The Notes will be guaranteed on a senior unsecured basis by the Company and by certain of the Company’s subsidiaries (together with the Company, the “Guarantors”). Concurrently with the issue of the Notes, the Issuer has announced a tender offer (the “Tender Offer”) for its existing $350.0 million 8.625% Senior Notes due 2018 (the “Existing Notes”). 

If the Notes are issued, the gross proceeds from the issue and sale of the Notes will be used to repurchase the Issuer’s Existing Notes, to fund the redemption of the Existing Notes (the “Redemption”) and to pay the fees and expenses related to the offering of the Notes and the Redemption and Tender Offer. The Tender Offer and the Redemption are conditional on the issue of the Notes. 

For more details on the proposed Notes issuance and additional information on certain financial and business updates of the Company, please visit the Company’s website at:

DISCLAIMER

This press release constitutes a public disclosure of inside information by Topaz Marine S.A. under Regulation (EU) 596/2014 (16 April 2014). This notification was made by Morten W. Jorgensen, Head of Strategy and Corporate Planning of Topaz Marine S.A. at 7:45 am (London) on July 12, 2017.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A and outside the United States in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”). 

This press release has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within that Member State of Notes, which are the subject of the offering contemplated in this press release, may only do so in circumstances in which no obligation arises for the Issuer or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Member State), and includes any relevant implementing measure in the Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

This announcement is being distributed only to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 49(2)(a) to (d) of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments and investment activities to which this announcement relates will be available only to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions.  All forward-looking statements involve risks and uncertainties which could affect the Issuer’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Issuer. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions.  The Company assumes no obligation to update or correct the information contained in this announcement.