Topaz Marine S.A. Successful pricing of US$350m Senior Notes

27 October 2013

Topaz Marine S.A. (the “Issuer”), a wholly owned indirect subsidiary of Topaz Energy and Marine Limited (the “Company”) and an indirect subsidiary of Renaissance Services SAOG, is pleased to announce that it has successfully priced an offering of US$350 million Senior Notes due 2018 (the “Notes”) at a fixed coupon of 8.625% per annum and at an issue price of 100%. The Offering is expected to close on November 4th, 2013, subject to customary closing conditions.

The gross proceeds from the issue and sale of the Notes will be used to repay certain facilities, to fund capital expenditure, to increase cash on balance sheet and to pay the fees and expenses related to the offering and sale of the Notes.

René Kofod-Olsen, CEO, Topaz Energy and Marine, commented:

“We are pleased to have successfully completed our inaugural offering which provides us with a solid platform for growth. We have been encouraged by investor demand and the market’s appreciation of our model including key credit strengths such as stable and healthy operating margins, a US$ 1bn contract backlog and our excellent operational- and safety track-record with large international clients. The proceeds will support our strategy of measured expansion and will allow us to pursue selective vessel purchases adding to our already technologically advanced and modern fleet of Offshore Support Vessels.”

The Notes, which were oversubscribed, were rated B3 by Moody’s and B- by S&P and are being offered only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. The Notes are expected to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange.

The Notes are guaranteed on a senior unsecured basis by Nico Middle East Limited (“NMEL”), a wholly owned subsidiary of the Company and the direct parent of the Issuer. Certain of NMEL’s subsidiaries (together with NMEL, the “Guarantors”) also guarantee the Notes on a senior unsecured basis.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (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.

This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 43 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 to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

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. 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.