Announcement of tender offer to bondholders

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Jacktel AS (the “Company” or the “Issuer“) hereby offers to purchase for cash consideration (the “Tender Offer“) all outstanding bonds in JACKT01 (ISIN: NO001 0714561) at a price of 101.40% of par plus accrued and unpaid interest. Completion and settlement of the Tender Offer is subject to (i) a successful settlement of the new USD 150 million secured callable bond issue, and (ii) that the USD 100 million super senior bank facility has been provided by DNB Bank ASA.

The Tender Offer will commence on 15 November 2018, and expire on 21 November 2018 at 16:00, CET (the “Tender Offer Period“) unless extended at the sole discretion of the Company. Cash settlement for the Bonds, including accrued interest, will occur on or about 4 December 2018. For further details regarding the Tender Offer please see the Tender Offer Document dated 15 November 2018.

The Company will only accept offers from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) and who is outside the United States.

The Issuer has engaged DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS (together the “Managers”) with respect to the Tender Offer. Accordingly, Bondholders may contact any of the Managers for further information:

DNB Markets:  +47 46 90 74 24
Fearnley Securities AS: +47 22 93 63 65
Pareto Securities AS: +47 22 87 87 70

Eligible bondholders may provide offers for sale of all or a portion of their Bonds through submission of the bondholders acceptance form (the “Acceptance Form”) by e-mail to either of the Managers at bond.syndicate@dnb.no, mastermarine@fearnleys.no or jacktel@paretosec.com.

The terms of the Tender Offer and the Bondholders Acceptance Form will also be published on www.master-marine.no and www.stamdata.no.

Tender Offer Document
Bondholders Acceptance Form

For further information, please contact:
Bjørn Eie Henriksen, Executive Chairman, Master Marine AS
Tel: +47 94 13 04 32.