PROSPECTUS - Oslo Børs

PROSPECTUS

Jack-Up InvestCo 3 Plc. (Registration number: C 57037) (Issuer)

DBB Jack-Up Services A/S (Registration number: 24620417) (Guarantor)

Listing on Oslo Børs

11 per cent Jack-Up InvestCo 3 Ltd. Senior Secured Callable Bond Issue 2014/2018

ISIN NO 0010699887 ________________________________________________________

THIS PROSPECTUS SERVES AS A LISTING PROSPECTUS ONLY AS REQUIRED BY

NORWEGIAN LAW AND REGULATIONS. THIS PROSPECTUS DOES NOT CONSTITUTE AN

OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN,

AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. THIS

PROSPECTUS HAS NOT BEEN APPROVED BY THE U.S. SECURITIES AND EXCHANGE

COMMISSION.

________________________________________________________

16 December 2014

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Important information

This Prospectus has been prepared by Jack-Up InvestCo 3 Plc. (the "Company" or the "Issuer") in order to provide information about the Company, its subsidiaries and its business in connection with the listing on the Oslo Stock Exchange of the bonds issued under the 11 per cent Jack-Up InvestCo 3 Ltd. Senior Secured Callable Bond Issue (the "Bonds"). DBB Jack-Up Services A/S is a guarantor for the Bond Issue (the "Guarantor" or the "Parent"). The term "Group" refers to the Guarantor and its subsidiaries, including the

Issuer.

For the definitions of terms used throughout this Prospectus, see Section 10 "Definitions and Glossary of Terms".

_______________________

The Company has furnished the information in this Prospectus and accepts responsibility for the information contained herein. No other party makes any representation or warranty, expressed or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, nor shall be relied upon as, a promise or representation by another party than the Company. This Prospectus does not contain any offer to subscribe and/or purchase the Bonds. The Norwegian Financial Supervisory Authority has reviewed

and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian Financial Supervisory Authority has however not reviewed and/or approved whether the information provided is correct or complete. The Norwegian Financial Supervisory Authority's control and approval in this respect is limited to whether the Issuer has included descriptions according to a pre-defined list of content requirements. The Norwegian Financial Supervisory Authority has not in any way verified or approved company or corporate matters described in or otherwise comprised by the Prospectus. It is the Company's responsibility to ensure that the information in this Prospectus is accurate and complete.

All inquiries relating to this Prospectus should be directed to the Company. No other person has been authorized to give any information about, or make any representation on behalf of, the Company in connection with the listing of the Bonds, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company.

The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company or its subsidiaries subsequent to the date of this Prospectus. The delivery of this Prospectus at any time after the date hereof will not, under any circumstances, create any implication that there has been no change in the Company’s affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date. However, in accordance with Section 7-15 of the Norwegian Securities Trading Act, every new factor, material mistake or inaccuracy which may have significance for the assessment of the Bonds and which is brought to light between the publication of this Prospectus and the listing of the Bonds, respectively, on Oslo Børs, will to the extent required be included in a supplement to this Prospectus.

The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Company requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus serves as a listing prospectus as required by applicable laws and regulations. This Prospectus does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it.

The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

NO APPLICATION HAS BEEN MADE UNDER MALTESE LAW TO PUBLICLY MARKET THE BONDS IN OR OUT OF MALTA. THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED IN MALTA OR TO ANY PERSON RESIDENT IN MALTA AND NO PERSON RESIDENT IN MALTA SHALL BE ELIGIBLE TO PURCHASE, ACQUIRE OR HOLD ANY BONDS ISSUED BY ISSUER.

The contents of this Prospectus shall not be construed as legal, business or tax advice. Each reader of this Prospectus should consult its own legal, business or tax advisor as to legal, business or tax advice. If investors are in any doubt about the contents of this Prospectus, they should consult their stockbroker, bank manager, lawyer, accountant or other professional adviser.

Investing in the Bonds involves certain inherent risks. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will

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have on its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;

understand thoroughly the terms of the Bonds; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Potential investors are also encouraged to read Section 2 "Risk Factors" of this Prospectus.

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TABLE OF CONTENTS

1 SUMMARY ....................................................................................................................................... 7

2 RISK FACTORS .............................................................................................................................. 14 2.1 General ............................................................................................................................ 14 2.2 Market Risk....................................................................................................................... 14 2.2.1 Regulations governing operations ........................................................................................ 14 2.2.2 Competition ...................................................................................................................... 14 2.2.3 Technological progress might render the technologies used by the Group obsolete .................... 14 2.3 Operational Risk ................................................................................................................ 14 2.3.1 Operational risks associated with offshore operations ............................................................. 15 2.3.2 The Group may assume substantial responsibilities ................................................................ 15 2.3.3 Intellectual Property Rights ................................................................................................. 15 2.3.4 Dependence on key executives and personnel ....................................................................... 15 2.3.5 Dependence on employment of the Group’s vessels ............................................................... 15 2.3.6 Dependence on services from third parties to complete some of the employment contracts ........ 15 2.3.7 The outcome of future claims and litigation could have a material adverse impact on the

business, results of operation and financial condition of the Group ........................................... 15 2.3.8 Risks associated with upgrade, refurbishment and repairs ...................................................... 16 2.3.9 Risks related to vessels under construction ........................................................................... 16 2.4 Financial Risk .................................................................................................................... 16 2.4.1 Financial covenants............................................................................................................ 16 2.4.2 Foreign exchange risk ........................................................................................................ 16 2.4.3 Credit risk ........................................................................................................................ 16 2.4.4 Liquidity risk – cost of funding ............................................................................................. 16 2.4.5 Borrowing and leverage ...................................................................................................... 17 2.4.6 Related party transactions .................................................................................................. 17 2.4.7 Value of secured assets ...................................................................................................... 17 2.4.8 Overall tax structure .......................................................................................................... 17 2.5 Risks related to the Bonds .................................................................................................. 17 2.5.1 General risks related to the Bonds ....................................................................................... 17 2.5.2 Ability to service indebtedness ............................................................................................ 17 2.5.3 Bond Agreement will impose significant operating and financial restrictions .............................. 17 2.5.4 The Bonds are subject to optional redemption by the Issuer ................................................... 18 2.5.5 Change of control - The Issuer’s ability to redeem the Bonds with cash may be limited .............. 18 2.5.6 Mandatory prepayment events ............................................................................................ 18 2.5.7 The Issuer relies on payments from the Group to redeem the Bonds ........................................ 19 2.5.8 There may only be a limited trading market for the Bonds. ..................................................... 19 2.5.9 The market price of the Bonds may be volatile ...................................................................... 19 2.6 Other Risks ....................................................................................................................... 19 2.6.1 Risks associated with disputes ............................................................................................. 19 2.6.2 Requisition or arrest of assets ............................................................................................. 19

3 STATEMENT OF RESPONSIBILITY FOR THE PROSPECTUS .................................................................... 20 3.1 Persons responsible for the information ................................................................................ 20 3.2 Declaration by persons responsible ...................................................................................... 20

4 THE BOND ISSUE AND THE BONDS .................................................................................................. 21 4.1 Purpose of the Bond Issue and use of the proceeds ............................................................... 21 4.2 Terms of the Bonds............................................................................................................ 21 4.3 Conflicts of Interests .......................................................................................................... 24 4.4 Manager ........................................................................................................................... 25 4.5 Subscription of the Bonds ................................................................................................... 25 4.6 Cash sweep waterfall and accounts ...................................................................................... 25

5 THE ISSUER .................................................................................................................................. 27 5.1 General ............................................................................................................................ 27 5.2 Group legal structure ......................................................................................................... 28 5.3 J/U WIND SERVER ............................................................................................................. 29 5.3.1 Introduction ...................................................................................................................... 29 5.3.2 Technical specifications overview ......................................................................................... 29 5.4 J/U WIND SERVER – Project costs........................................................................................ 31 5.5 Commercial operation of J/U WIND SERVER .......................................................................... 31 5.5.1 Envisioned J/U WIND SERVER operational cash flow structure ................................................. 31 5.5.2 Charter Agreements and Current tender processes ................................................................ 32 5.5.3 The Bareboat Agreement .................................................................................................... 32 5.5.4 OPEX related to J/U WIND SERVER ...................................................................................... 32 5.6 Management and Board of Directors of the Issuer.................................................................. 33 5.7 Issuer ownership structure ................................................................................................. 34 5.7.1 The Guarantor ................................................................................................................... 34 5.7.2 BWC ................................................................................................................................ 34

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5.7.3 Issuer Shareholders Agreement........................................................................................... 34 5.7.4 Post-delivery insurances ..................................................................................................... 34 5.8 Related party agreements of the Issuer ................................................................................ 34 5.9 Issuer debt overview.......................................................................................................... 35 5.10 Legal disputes involving the Issuer ...................................................................................... 35

6 THE GUARANTOR AND THE GROUP .................................................................................................. 36 6.1 The Guarantor ................................................................................................................... 36 6.2 DBB's business .................................................................................................................. 36 6.3 History and development of the Group ................................................................................. 37 6.4 DBB Strategy .................................................................................................................... 37 6.5 J/U WIND ......................................................................................................................... 38 6.5.1 Vessel description .............................................................................................................. 38 6.5.2 J/U WIND's charter contract ................................................................................................ 40 6.5.3 J/U WIND's commercial track-record .................................................................................... 40 6.6 J/U WIND PIONEER ............................................................................................................ 40 6.6.1 Vessel description .............................................................................................................. 40 6.6.2 J/U WIND PIONEER conversion, capital expenditure and financing ........................................... 42 6.6.3 J/U WIND PIONEER conversion progress ............................................................................... 42 6.6.4 J/U WIND PIONEER servicing contract .................................................................................. 42 6.7 DBB’s organisation............................................................................................................. 43 6.8 Management and Board of Directors of the Guarantor ............................................................ 43 6.8.1 Management of the Guarantor ............................................................................................. 43 6.8.2 Key Employees .................................................................................................................. 44 6.8.3 Board of Directors of DBB ................................................................................................... 45 6.8.4 Corporate Governance ....................................................................................................... 46 6.9 DBB ownership structure .................................................................................................... 46 6.9.1 Overview of shareholders ................................................................................................... 46 6.9.2 Jack-up Holding A/S - Odin Equity Partners........................................................................... 47 6.9.3 Danske Bjergning og Bugsering Holding ApS ......................................................................... 47 6.9.4 OY Finans ApS .................................................................................................................. 47 6.10 DBB debt overview ............................................................................................................ 47 6.10.1 PenSam subordinated loan ................................................................................................. 48 6.10.2 J/U WIND bank facility ....................................................................................................... 48 6.10.3 J/U WIND crane financial lease ............................................................................................ 48 6.10.4 J/U WIND PIONEER bank facility .......................................................................................... 48 6.10.5 Revolving credit facility ...................................................................................................... 49 6.10.6 Guarantor shareholder loans ............................................................................................... 49 6.11 Related party agreements of DBB ........................................................................................ 49 6.12 Legal disputes of DBB ........................................................................................................ 49

7 THE MARKET ................................................................................................................................. 50 7.1 Industry introduction ......................................................................................................... 50 7.2 Demand ........................................................................................................................... 50 7.2.1 European offshore wind industry ......................................................................................... 50 7.2.2 European O&M jack-up vessel demand ................................................................................. 55 7.3 Supply ............................................................................................................................. 57

8 TAXATION ..................................................................................................................................... 59 8.1 Certain Norwegian tax matters ............................................................................................ 59 8.1.1 Introduction ...................................................................................................................... 59 8.1.2 Taxation on distributions to the bondholder .......................................................................... 59 8.1.3 Taxation on sale and redemption of the Bonds ...................................................................... 59 8.1.4 Norwegian withholding tax .................................................................................................. 59 8.1.5 Net wealth tax .................................................................................................................. 59 8.1.6 Foreign taxes .................................................................................................................... 60 8.1.7 Inheritance tax .................................................................................................................. 60 8.2 Certain Maltese tax matters ................................................................................................ 60 8.2.1 Introduction ...................................................................................................................... 60 8.2.2 Taxation on interest from Bonds .......................................................................................... 60 8.2.3 Taxation on sale and redemption of Bonds ............................................................................ 60

9 FINANANCIAL INFORMATION OF THE ISSUER AND THE GUARANTOR ................................................... 61 9.1 Introduction ...................................................................................................................... 61 9.2 Financial information for the Guarantor ................................................................................ 61 9.2.1 Annual Accounts ................................................................................................................ 61 9.2.2 Interim accounts ............................................................................................................... 62 9.3 Key financial information for the Issuer ................................................................................ 63 9.3.1 Annual accounts ................................................................................................................ 63 9.3.2 Interim accounts ............................................................................................................... 64

10 DEFINITIONS AND CROSS REFERENCE LIST ..................................................................................... 65

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10.1 Definitions ........................................................................................................................ 65 10.2 Cross-reference list ............................................................................................................ 66 10.3 Documents on display ........................................................................................................ 66

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1 SUMMARY

Section A — Introduction and warnings

Element Disclosure requirement

A.1 Prospective investors are warned that: this summary should only be read as an introduction to the Prospectus;

any decision to invest in the securities should be based on consideration of the Prospectus as a

whole by the investor;

where a claim relating to the information contained in the Prospectus is brought before a court,

the plaintiff investor might, under the national legislation of Norway, have to bear the costs of

translating the prospectus before the legal proceedings are initiated; and

civil liability attaches only to those persons who have tabled the summary including any

translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read

together with the other parts of the Prospectus or it does not provide, when read together with

the other parts of the Prospectus, key information in order to aid investors when considering

whether to invest in such securities

A.2 Not applicable. The Prospectus is a listing prospectus and is not to be used for resale purposes.

Section B — The Issuer and the Guarantor


B.1 The Issuer's legal and commercial name is Jack-Up InvestCo 3 p.l.c. The Guarantor's legal and commercial name is DBB Jack-Up Services A/S.

B.2 The Issuer recently registered as a public limited liability company under the Maltese Companies Act in the Maltese registry of companies having elected to change its status from a private company in accordance with Article 213 of the Companies Act, Chapter 386 of the Laws of Malta. The Issuer is thus registered under the Maltese Companies Act as of the date of this Prospectus. The Issuer's registration number is C57037. The registered office of the Issuer is situated at 4, St. Michael, Guzé Galea Street, Qormi QRM2107, Malta. The Guarantor was incorporated under the laws of the Kingdom of Denmark as a private limited

company on 22 March 1976 in the Danish Business Authority with company registration number (CVR) 24620417. The Guarantor is registered under the Danish Companies Act and subject to its Articles of Association. The Guarantor has its registered office in Borneovej 28, DK-8000 Aarhus C, Denmark, telephone: +45 35 29 10 00. The Guarantor operates under the laws of the Kingdom of Denmark.

B.4b The Group operates within the offshore maintenance and repair market for wind turbines. It is currently the trend in the industry that offshore wind park owners take over the full O&M responsibility when the initial warranty period runs out. The trends in the development of future offshore wind parks are expected to influence the demand for jack-up vessels required for O&M

work. EWEA has conducted a study mapping the distance from shore and water depth of European offshore wind parks currently installed, under construction and consented. This study reveals a clear trend of future wind parks being constructed on deeper waters further from the mainland. At the same time, increasing capacity per turbine will also lead to an increased height of future WTG models. As a result of these trends, jack-up vessels with limited water depth capabilities below 30 meters, vessels ill adapt for operations far off the coast and vessel without the necessary crane boom length capacity will be excluded from an increasing part of the market as these future projects are developed. The need for jack-up vessels for O&M work arises when major repair incidents or replacements occurs on a WTG or when it becomes economically beneficial to retrofit a larger number of WTGs with new parts. Based on the current situation, as well as an increase in reliability of future WTG

models, it is expected that 5 percent to 7 percent of the installed offshore WTGs will experience major repair incidents requiring jack-up vessel services each year.

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B.5 The Issuer is a subsidiary of the Guarantor, DBB Jack-up Services A/S, which is incorporated under Danish law. The Guarantor owns 50 per cent directly of the Issuer, while 50 per cent is owned by Blue Water Capital S.A. ("BWC"), incorporated after Luxembourg law. BWC has no material assets other than the shares of the Issuer and no interest-bearing liabilities.

B.9 Not applicable. The Issuer and the Guarantor have not made any profit forecasts or estimates.

B.10 Not applicable. There are no qualifications in the audit reports.

B.12 The Guarantor

Annual accounts:

Income statement (DKK '000) 2013 Group

2012 Group

2013 Parent

2012 Parent

Gross profit 57,154 69,382 57,219 69,419

Staff costs -16,119 -11,014 -16,050 -11,014

Depreciation -12,931 -12,652 -12,929 -12,652

Operating profit 28,104 45,716 28,312 45,753

Income from equity investments 0 0 938 -26

Financial income 8,641 1,697 21,588 7,596

Financial loss -8,652 -11,519 -21,659 -17,420

Profit before tax 28,093 35,894 29,179 35,903

Tax on profit on ordinary acricities

-2,567 -8,978 -3,653 -8,987

Profit for the year 25,526 26,916 25,526 26,916

Balance sheet (DKK '000) 31.12.2013 Group

31.12.2012 Group

31.12.2013 Parent

31.12.2012 Parent

Assets

Tangible fixed assets 735,562 358,227 202,187 212,395

Fixed asset investments 50,232 56,906 206,321 57,380

Fixed assets 785,794 415,133 408,508 269,775

Accounts receivable 16,606 45,021 140,915 191,657

Liquid assets 43,855 72,020 35,897 70,663

Current assets 60,461 117,041 176,812 262,320

Assets 846,255 532,174 585,320 532,095

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Equity and liabilities

Share capital 15,118 15,118 15,118 15,118

Retained profit 249,581 224,055 249,581 224,055

Equity 264,699 239,173 264,699 239,173

Provisions for liabilities 33,482 30,469 25,479 27,603

Long term liabilities 388,226 204,933 200,253 204,933

Current liabilities 159,848 57,599 94,889 60,386

Liabilities 548,074 262,532 295,142 265,319

Equity and liabilities 846,255 532,174 585,320 532,095

Interim accounts:

Income statement (DKK '000) Q3 2013 Q3 2014

Gross profit 43,744 16,455

Financial costs, net -525 -3,856

Profit before tax 22,090 -10,785

Tax -5,523 2,217

Profit for the year 16,568 -8,569

Balance sheet (DKK '000) Q3 2013 Q3 2014

Assets

Total non-current assets 618,411 848,897

Total current assets 156,536 87,101

Total assets 774,946 935,998


Total equity 255,689 256,131

Provision for liabilities 35,991 31,265

Long term liabilities 439,481 636,014

Current liabilities 43,785 12,587

Total Liabilities 519,257 648,602

Total equity and liabilities 774,946 935,998

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The Issuer

Annual accounts:

Income statement (EUR) 2013

Operating loss -43,928

Loss for the period -43,928

Balance sheet (EUR) 2013

Assets

Total non-current assets 55,382,743

Total current assets 495,285

Total assets 55,876,028


Share capital 28,001,200

Retained earnings -43,928

Total Equity 27,957,272

Long term liabilities 26,934,232

Current liabilities 984,524

Total equity and liabilities 55,876,028

Interim accounts:

Income statement (EUR '000) Q3 2013 Q3 2014

Gross profit 0 0

Financial costs, net 15 0

Profit before tax -49 -173

Tax 0 0

Profit for the year -49 -173

Balance sheet (EUR '000) Q3 2013 Q3 2014

Assets


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Total assets 37,411 82,528


Total equity -48 27,784

Provision for liabilities 0 0


Current liabilities 0 1,343



The Issuer hereby states that there has been no material adverse change in the prospects of the

Issuer or the Guarantor since the date of its last published audited financial statements.

B.13 Not applicable. There have not been any recent events particular to the Issuer or the Guarantor which are to a material extent relevant to the evaluation of the Issuer’s or the Guarantor's solvency.

B.14 The Issuer is to some extent dependent upon the Guarantor, as the Guarantor is, among other things, the counterparty under the Bareboat Agreement. The duration of the Bareboat Agreement is 10

years and it is based on a modified BIMCO BARECON.

The charter period commences upon delivery of J/U WIND SERVER from Nordic Yards provided however that a party will be entitled to terminate the bareboat charter upon default by or bankruptcy or similar with respect to the other party.

B.15 The Issuer will be the owner of the jack-up vessel J/U WIND SERVER built at Nordic Yards in Germany when delivery of the vessel is taken. The Issuer will remain a single-purpose company owning and bareboat chartering J/U WIND SERVER after delivery has taken place.

The Guarantor's main object is to perform salvage, towing and crane service operations as well as any activity related to it within the Group.

B.16 The Issuer is directly owned by the Guarantor, DBB Jack-up, and BWC, which each owns 50 per cent of the Issuer. The Guarantor is owned by Jack-up Holding AS (56.8%), Dansk Bjergning & Bugsering Holding ApS (25.9%), OY Finans ApS (16.5%) and management (0.8%9.

B.17 Not applicable. No credit ratings have been assigned to the Issuer, the Guarantor or the Bonds.

Section C — Securities


C.1 Bonds which are issued by the Issuer as its senior debt obligations and secured by certain security

interests. The name of the Bond Issue is 11 per cent Jack-Up InvestCo 3 Ltd. Senior Secured Callable Bond Issue 2014/2018. The Bonds have ISIN NO 0010699887.

C.2 The Currency of the Bond Issue is Euro (EUR).

C.5 The Bonds will be freely transferable, subject to any local regulatory transfer restrictions.

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C.8, C9 The Bonds are securities which give the Bondholders right to interest during the tenor of the Bonds and repayment of principal on the dates set forth in the Bond Agreement. The Bonds are the senior liabilities of the Issuer and only subordinated to claims preferred by law. The nominal interest rate is 11% p.a. which is the yield for the Bondholders.

Interest accrues as of the issue date of the Bonds (3 January 2014) and is payable semi-

annually in arrears on 3 January and 3 July each year (subject to adjustment of business days if

the interest payment date falls on a date which is not a business day).

The final maturity date of the Bonds is 3 January 2018. The Issuer shall repay the Bonds pro

rata as follows:

(i) EUR 2,000,000 to be repaid on 3 July 2015;

(ii) EUR 3,500,000 to be repaid on 3 January 2016;

(iii) EUR 4,000,000 to be repaid on 3 July 2016;

(iv) EUR 4,500,000 to be repaid on 3 January 2017;

(v) EUR 4,500,000 to be repaid on 3 July 2017;

(vi) remaining outstanding amount of the Bonds to be repaid on 3 January 2018.

The representative of the Bondholders is Nordic Trustee ASA.

The Bondholders' Meeting represents the supreme authority of the Bondholder community in all

matters relating to the Bonds. If a resolution by the Bondholders is required, such resolution shall be

passed at a Bondholders' Meeting. Resolutions passed at Bondholders' Meetings shall be binding

upon and prevail for all the Bonds.

C.10 Not applicable. There is no derivative component of the security in the interest payment.

C.11 The Bonds will be listed on Oslo Stock Exchange as soon as practically possible after the Prospectus has been approved.

Section D — Risks


D.2 The key risk factors for the Group are the following:

- The Group operates in a competitive industry with a small number of potential clients - Operational risks associated with offshore operations may have a material adverse effect on

earnings - The Group may assume substantial responsibilities and it is impossible to insure against all

applicable risks and liabilities

- Dependence of employment of the Group's vessels - Risks associated with upgrade, refurbishment and repairs as delays may happen - Risks related to vessels under construction as delays as cost overruns may affect the Groups

financial situation - The Group may breach financial covenants in its loan arrangements - Credit risk as the Issuer's main customer will be the Guarantor - The Issuer is highly dependent upon cash flow from the Guarantor in order to meet its

obligations when they fall due - The Issuer is relatively leveraged and without a steady cash flow the Group may not be able

to raise additional financing in the future

D.3 The following factors are key risks specific to the Bonds:

- Prevailing market conditions may affect the Issuer's ability to service the Bond Issue - The Bond Agreement will impose significant operating and financial restrictions which may

prevent the Issuer or the Guarantor from taking actions as they deem best - The Bonds are subject to optional redemption by the Issuer - If a change of control event occurs, the Issuer's ability to redeem the Bonds with cash may

be limited - The Bonds are subject to mandatory prepayment events - The Issuer relies on payments from the Group to redeem the Bonds - There may be a limited trading market for the Bonds

- The market price of the Bonds may be volatile

Section E — Offer

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E.2b The offer of the Bonds was made for the following purposes: • Fully finance the remaining instalments under the Construction Contract; • Fully finance other costs related to the construction and delivery of J/U WIND SERVER; • Fund the cash collateral account with EUR 9,500,000; • Repay any shareholder bridge loans; and

• Pre-fund the first two interest payments, on the retention account (to be used for interest payments).

E.3 The Bonds have already been offered to professional investors and there is no offering taking place in connection with the preparation of the Prospectus.

E.4 Not applicable. There are no conflicts of interest between the natural and legal persons involved that is material to the Bonds.

E.7 Not applicable. There are no estimated expenses charged to the investor by the Issuer.

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2 RISK FACTORS

Investing in the Bonds involves inherent risks. A number of risk factors and uncertainties may adversely affect the Group. These risk factors include, but are not limited to, financial risks, technical risks, risks related to the business operations of the Group, environmental and regulatory risks. If any of these or other risks or uncertainties actually occurs, the business, operating results and financial condition of the Group could be materially and adversely affected, which could have a material adverse effect on the Group's ability to meet its obligations (including repayment of the principal amount and payment of interest) under the Bonds. The risks presented in this Prospectus contain all material risk factors for the Issuer and the Group which are known to the Issuer. Prospective investors should consider carefully the information contained in this Prospectus and make an independent evaluation before making an investment decision.

2.1 General

Investing in the Issuer involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out below before making an investment decision. The risks described below are not the only ones facing the Issuer. Additional risks not presently known to the Issuer, or that the Issuer currently deems immaterial, may also impair the Issuer’s business operations and adversely affect the price of the Issuer’s Bonds and ability to service its debt obligations. If any of the following risks actually occur, the Issuer’s business, financial position and operating results could be materially and adversely affected. A prospective investor should carefully consider all of the information set forth in this Prospectus and particularly the risk factors set forth below, and should consult his or her own expert advisors as to the suitability of an investment in the Issuer. An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment.

2.2 Market Risk

2.2.1 Regulations governing operations

The Group is subject to the laws and regulations governing the offshore industry. The Group is required to comply with the various regulations introduced by the authorities where the operations take place, various flag states and the guidelines introduced by the International Maritime Organisation (IMO) where applicable.

In the event that the Group is unable at any time to comply with the existing regulations or any changes in such regulations, or any new regulations introduced by local or international bodies, the operations may be adversely affected. Any change in or introduction of new regulations, may increase the costs of operations, which could have an adverse effect on the Group’s profitability. Furthermore, if the Group’s vessels do not comply with the extensive regulations applicable from time to time, the consequence may be that vessels are refused to continue their operations.

2.2.2 Competition

The Group’s equipment and services are provided in an open market characterized by a relatively small number of potential clients and a relatively small number of suppliers. The demand for the Group’s services may be volatile and is subject to variations for a number of reasons, including such factors as:

– Uncertainty in demand for, or timing of, service programs;

– Competition from other suppliers; and

– Regulatory changes.

Should a situation occur where demand is reduced which makes the operation of the Group’s assets unprofitable, there are limited prospects to employ the Group’s assets profitably in other businesses. The failure of the Group to maintain competitive equipment and services offering could have a material adverse effect on the Group’s business, operating results or financial condition.

2.2.3 Technological progress might render the technologies used by the Group obsolete

The market for the services and products of the Group is characterized by continual technological developments to provide better and more reliable performance and services. If the Group is not able to offer commercially competitive products and to implement commercially competitive services in response to changes in technology, the business, results of operations and financial condition of the Group could be materially and adversely affected, and the value of the intellectual property of the Group reduced.

2.3 Operational Risk

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2.3.1 Operational risks associated with offshore operations

The Issuer will be exposed to operational risks associated with offshore operations, such as breakdowns, bad weather, technical problems, environmental pollution, force majeure situations (nationwide strikes etc.), collisions and groundings, that may have a material adverse effect on the earnings and value of the Issuer. There are several factors that could contribute to an accident, including, but not limited to, human errors, weather conditions and faulty constructions.

2.3.2 The Group may assume substantial responsibilities

It should be emphasized that contracts in the offshore sector of the nature that the Group expects to enter into for its vessels require high standards of safety, and it is important to note that all offshore contracts are associated with considerable risks and responsibilities. These include technical, operational, commercial and political risks. The Group will obtain insurances deemed adequate for its business, but it is impossible to insure against all applicable risks and liabilities.

2.3.3 Intellectual Property Rights

The Group must observe third parties’ patent rights and intellectual property rights. There is always an inherent risk of third parties claiming that the technology being utilized in the construction of the Group’s vessels or in its operations infringes third parties’ patents or intellectual property rights, and any such claim, if successful, could have a material adverse effect on the Group’s results of operation.

2.3.4 Dependence on key executives and personnel

The Group’s development and prospects are dependent upon the continued services and performance of its senior management and other key personnel. The loss of the services of any of the senior management or key personnel may have an adverse impact on the Group.

2.3.5 Dependence on employment of the Group’s vessels

All or a considerable portion of the Group’s income will be dependent on employment contracts and employment of the Group's vessels. There is a risk that it may be difficult for the Group to achieve employment contracts, or employment contracts on terms projected by the Issuer, resulting in a material adverse impact on the financial condition of the Issuer and the Group and their ability to serve their debts when due.

There could be considerable uncertainty as to the duration of employment contracts because the agreements may give the operator both extension and early cancellation options. The Group’s vessels may work in environments where the season makes it difficult for customers to conduct their normal work and operations. Consequently, the Group’s vessels may be idle during such periods. There can also be off-hire periods between employment contracts and as a consequence of defects and non-performance. The cancellation or postponement of one or more employment contracts can have a material adverse impact on the earnings of the Guarantor and may thus affect the Issuer's ability to serve its debts when due.

2.3.6 Dependence on services from third parties to complete some of the employment contracts

Part of the work performed under the employment contracts of the Group is performed by third-party subcontractors and service providers. The Group also relies on third-party equipment manufacturers or suppliers to provide equipment and materials used in projects. If the Group is unable to hire qualified subcontractors or service partners, or find qualified equipment manufacturers or suppliers, its ability to successfully complete a project could be impaired. If the amount the Group is required to pay for subcontractors or equipment and supplies exceeds what has been estimated, the Group may suffer losses on these contracts. If a subcontractor, supplier, or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, the Group may be required to source these services, equipment or supplies to other third parties on a delayed basis or at a higher price than anticipated, which could impact contract profitability.

During periods of wide-spread economic slowdowns, third-parties may find it difficult to obtain sufficient financing to help fund their operations. The inability to obtain financing could adversely affect a third party’s ability to provide materials, equipment or services which could materially and adversely impact the business, results of operations or financial condition of the Group.

2.3.7 The outcome of future claims and litigation could have a material adverse impact on the

business, results of operation and financial condition of the Group

The nature of the business of the Group sometimes may result in clients, subcontractors, or vendors presenting claiming for, among other things, recovery of costs related to certain contracts and projects. Similarly, the Group may present change orders and other claims to its clients, subcontractors, and vendors. In the event that the Group fails to document properly the nature of the claims and change orders or are otherwise

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unsuccessful in negotiating reasonable settlements with its clients, subcontractors, or vendors, the Group could incur cost overruns, reduced profits or, in some cases, a loss for a project or a service contract. Additionally, irrespective of how well the nature of the claims and change orders is documented, the cost to prosecute and defend claims and change orders can be significant.

Further future claims against the Group could result in professional liability, product liability, criminal liability, warranty obligations, and other liabilities which, to the extent the Group is not insured against a loss or the insurer fails to provide coverage, could have a material adverse impact on the business, results of operation

and financial condition of the Group.

2.3.8 Risks associated with upgrade, refurbishment and repairs

The Group will incur upgrade, refurbishment and repair expenditures for the Group’s vessels from time to time, including when repairs or upgrades are required by law, in response to an inspection by a governmental authority, or when damaged. These upgrades, refurbishment and repair projects are subject to risks, including delays and cost overruns, which could have an adverse impact on the Group’s available cash resources and results of operations.

2.3.9 Risks related to vessels under construction

The Group has currently J/U WIND PIONEER and J/U WIND SERVER under construction, currently scheduled to be delivered in January/February 2015 and November/December 2014, respectively. There are certain risks related to construction that may impact the Group's financial situation. For example, Nordic Yards might have a right to terminate the Construction Contract in the event of e.g. a payment default. There is also a risk for delay in construction resulting in delayed delivery. Furthermore, amendments to the Construction Contract in order to comply with regulations or the needs of potential future customers may result in additional construction costs and additional capital needs for the Issuer or the Guarantor. Depending on the severity of the incidents related to the construction, the financial consequences may have an impact on the operations and financial condition of the entire Group.

2.4 Financial Risk

2.4.1 Financial covenants

The Group’s ability to fulfil the covenants will depend on the Group’s results, which is dependent on the prevailing economic and competitive conditions in addition to financial, operational and other factors outside the control of the Group. There can be no guarantee given that the Group is able to fulfil all the conditions in loan agreements associated with current or future debt or that its lenders will waive or amend the conditions in order to avoid a breach of the Group’s debt commitments.

2.4.2 Foreign exchange risk

The Group operates internationally and is exposed to currency risk on commercial transactions, assets and liabilities and investments in foreign operations. Commercial transactions and assets and liabilities are subject to currency risk when payments are denominated in a currency other than the respective functional currency of the relevant group company. The Group’s exposure to currency risk is primarily to EUR and DKK but could also be to other currencies depending on employment contract locations and executions.

2.4.3 Credit risk

The Issuer's main customer will be the Guarantor under the 10 year Bareboat Agreement and accordingly the financial standing of the Issuer is dependent on the profitability and financial standing of the Guarantor, including its ability to secure customers for its vessels and secure payments from its customers. There is a risk that the customers of the Group are delayed or fails to pay invoices. For example, in weak economic environments, the Group may experience increased delays and failures due to, among other reasons, a reduction in the customer’s cash flow from operations and access to the credit markets. Further, from time to time, the Group will be in disagreement with customers in respect of allocation of costs and losses in connection with cost overruns or delays in projects; which could cause such customers to delay payment of disputed or undisputed amounts. If the customers, or any one of them, delay or fail in paying significant amounts of outstanding receivables, for any reason, this could have a material adverse effect on the liquidity position, and on the business, results of operations and financial condition of the Group.

2.4.4 Liquidity risk – cost of funding

The Issuer is highly dependent on cash flow from the Guarantor's operations in order to be able to meet its debt obligations as and when they fall due. As there are many factors affecting the Issuer's liquidity, prospective investors should carefully assess each such factor before making an investment in the Issuer. The bank facilities related to J/U WIND and J/U WIND PIONEER and the revolving bank facility of the Guarantor may be terminated by the bank lender with 14 days' notice. The interest accruing on these facilities is set by the bank lender. A termination of any of these facilities may have a significant negative effect on the liquidity

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and profitability of the Group, and there can be no assurance that the Guarantor will be able to replace the facilities with new financing on satisfactory terms.

2.4.5 Borrowing and leverage

The Issuer is relatively leveraged and its ability to service its indebtedness as and when it falls due is dependent upon the Group generating sufficient cash from its operations. Should the Group’s operations not generate sufficient cash flow to satisfy future liquidity requirements and/or to finance future operations, the Group may not be able to obtain new loans and/or secure other financing due to its current level of leverage.

2.4.6 Related party transactions

The Group has engaged and will continue to engage in a variety of transactions with related parties. While the Group believes that such transactions have been conducted on an arm's length basis, the Group cannot provide assurance that the tax or other relevant authorities will not challenge these transactions in the future, which may have a material adverse effect on the Group's business, revenues, financial condition and results of operations.

2.4.7 Value of secured assets

Although the Bonds are secured, there can be no assurance that the value of J/U WIND SERVER and/or the Issuer’s and Guarantor’s other assets will be sufficient to cover all the outstanding Bonds together with accrued interest and expenses in case of a default and/or if the Issuer and/or the Guarantors go into bankruptcy.

2.4.8 Overall tax structure

The Issuer is established in Malta and may directly or indirectly operate in numerous countries throughout the world. Consequently, the Group will be subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in various jurisdictions. Tax laws and regulations are highly complex and subject to interpretation. The Group's income tax expense will be based upon its interpretation of the tax laws in effect in various countries at the time that the expense will be incurred. If applicable laws, treaties or regulations change or other taxing authorities do not agree with the Issuer's and/or any subsidiaries’ assessment of the effects of such laws, treaties and regulations, this could have a material adverse effect on the Issuer.

2.5 Risks related to the Bonds

2.5.1 General risks related to the Bonds

Following the issuance of the Bonds described in this Prospectus, the Issuer has substantial indebtedness, which could have negative consequences for the bondholders as:

- the Issuer may be more vulnerable to general adverse economic and industry conditions; - the Issuer may be at a competitive disadvantage compared to its competitors with less indebtedness

or comparable indebtedness at more favourable interest rates and as a result, it may not be better positioned to withstand economic downturns;

- the Issuer’s ability to refinance indebtedness may be limited or the associated costs may increase; and

- the Issuer’s flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, or the Issuer could be prevented from carrying out capital expenditures that are necessary or important to the Issuer’s growth strategy and efforts to improve operating margins for the Issuer’s business.

The above may negatively affect the future income of the Issuer, which again may lead to the Issuer not being able to repay interest and/or principal under the Bond Issue when due.

2.5.2 Ability to service indebtedness

The Issuer’s ability to make scheduled payments on, or to refinance its obligations under, the Bonds will depend upon the Issuer’s financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to financial and business factors, many of which may be beyond the Issuer’s control. If such conditions negatively affect the Issuer's ability to repay its debt, the Issuer may not be able to repay interest and/or principal under the Bond Issue when due.

2.5.3 Bond Agreement will impose significant operating and financial restrictions

The terms and conditions of the Bond Agreement contains restrictions on the Issuer’s and Guarantor's activities, including, but not limited to, covenants that limit its ability to:

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transfer or sell assets or use asset sale proceeds other than in or towards prepayment of the Bonds;

incur or guarantee additional debt;

amend certain documents;

make certain investments or acquisitions;

create or permit security interests on the Issuer’s assets;

pay dividends or make other payments;

enter into transactions with affiliates; and

dispose of the Group’s vessels.

The restrictions in the terms and conditions of the Bond Agreement may prevent the Issuer and the Guarantor from taking actions that it believes would be in the best interest of the Issuer’s business, and may make it difficult for the Issuer to execute its business strategy successfully or compete effectively with companies that are not similarly restricted. The Issuer cannot assure investors that it will be granted waivers or amendments to these agreements if for any reason it is unable to comply with these agreements. The breach of any of these covenants and restrictions could result in an event of default under the Bond Agreement which may lead to the investors losing parts or all of their investment.

2.5.4 The Bonds are subject to optional redemption by the Issuer

In accordance with the terms and conditions of the Bond Agreement, the Bonds are subject to optional redemption by the Issuer at their outstanding principal amount, plus accrued and unpaid interest to the date of redemption, plus in some events an amount calculated in accordance with the terms and conditions of the Bond Agreement. This feature is likely to limit the market value of the Bonds. During any period when the Issuer may elect to redeem the Bonds, the market value of the Bonds generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. The Issuer may be expected to redeem the Bonds when its cost of borrowing is lower than the interest rate on the Bonds. At those times, there is a risk that an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

2.5.5 Change of control - The Issuer’s ability to redeem the Bonds with cash may be limited

Upon the occurrence of a Change of Control Event (as defined in the Bond Agreement), each individual

bondholder has a right of pre-payment of the Bonds at a price of 101 per cent of par value plus all accrued and unpaid interest to the date of redemption. However, it is possible that the Issuer will not have sufficient funds at the time of the Change of Control Event to make the required redemption of Bonds. The Issuer’s failure to redeem tendered Bonds would constitute an event of default under the Bond Agreement and may lead to the Bondholders losing parts or all of their investment.

2.5.6 Mandatory prepayment events

In accordance with the terms and conditions of the Bond Agreement, the Bonds are subject to mandatory prepayment by the Issuer on the occurrence of certain specified events, individually referred to as a Mandatory Prepayment Event, including:

(a) the Issuer's rights under the Construction Contract or J/U WIND SERVER is sold or disposed of;

(b) the Construction Contract is terminated;

(c) J/U WIND SERVER is not delivered on or prior to 10 February 2015;

(d) the Guarantor ceases to own directly 50 percent or more of the outstanding shares and/or voting capital of the Issuer;

(e) there is an actual or constructive total loss of J/U WIND SERVER; or

(f) an Event of Default occurs.

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Upon the occurrence of a Mandatory Prepayment Event, the Issuer shall redeem 100 per cent of the outstanding Bonds at a price equal to the prevailing call price set out in the Bond Agreement. Following any early redemption after the occurrence of a Mandatory Prepayment Event, it may not be possible for Bondholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Bonds and may only be able to do so at a significantly lower rate. It is further possible that the Issuer will not have sufficient funds at the time of the Mandatory Prepayment Event to make the required redemption of Bonds. Consequently the occurrence of a Mandatory Prepayment Event may lead to a loss of parts or all of the

Bondholders investment.

2.5.7 The Issuer relies on payments from the Group to redeem the Bonds

The Issuer relies on payments and transfers from the Guarantor and other Group companies in order to redeem the Bonds. However, the Group may not have sufficient funds to provide such payments. The breach of the Issuer's payment obligations could result in an event of default under the Bond Agreement. Such default may lead to a loss of parts or all of the Bondholders investment.

2.5.8 There may only be a limited trading market for the Bonds.

There is no existing market for the Bonds, and there can be no assurance given regarding the future development of a market for the Bonds even though the Bonds will be listed. Consequently investors in the Bonds may find it difficult to sell the Bonds. The potential limited trading market may damage the financial position of the Bondholders in a situation where they are trying to raise additional funds through selling the Bonds in the market.

2.5.9 The market price of the Bonds may be volatile

The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment in which the Issuer operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations, which, if repeated in the future, could adversely affect the market price of the Bonds without regard to the Issuer’s operating results, financial condition or prospects.

2.6 Other Risks

2.6.1 Risks associated with disputes

The Issuer might become subject to disputes with its suppliers, contractors and other third parties. Such disputes could result in a loss of revenue and/or claims from such third parties.

2.6.2 Requisition or arrest of assets

The Group’s vessels could be requisitioned by a government in the case of war or other emergencies or become subject to arrest. This could significantly and adversely affect the earnings of the Guarantor as well as the Guarantor's and the Issuer’s liquidity.

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3 STATEMENT OF RESPONSIBILITY FOR THE PROSPECTUS

3.1 Persons responsible for the information

The persons responsible for the information given in this Prospectus are the Board of Directors of the Issuer.

3.2 Declaration by persons responsible

The board of directors of the Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

___ December 2014

_____________________________ Carmelo Borg

_____________________________ Slim Bouricha

_____________________________ Vagn Lehd Møller

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4 THE BOND ISSUE AND THE BONDS

4.1 Purpose of the Bond Issue and use of the proceeds

The Issuer has applied and shall apply the net proceeds from the Bond Issue to:

(i) fully finance the remaining instalments under the Construction Contract;

(ii) fully finance other costs related to the construction and delivery of J/U WIND SERVER;

(iii) fund the cash collateral account with EUR 9,500,000;

(iv) repay any shareholder bridge loans; and

(v) pre-fund the first two interest payments, on the retention account (to be used for interest payments).

The net proceeds from the Bond Issue which currently funds the cash collateral account (and the further funds in such account) will be released from such account and employed to finance the seventh, eighth and ninth instalments under the Construction Contract.

4.2 Terms of the Bonds

ISIN: NO 0010699887

The reference name of the Bonds: 11 per cent Jack-Up InvestCo 3 Ltd. Senior Secured Callable Bond Issue 2014/2018

Issuer: Jack-Up InvestCo 3 p.l.c., incorporated and registered under the Companies Act, Chapter 386, The Laws Malta as a public limited liability company, with registered number C 57037

Currency: EUR

Issue size: EUR 40,000,000

Nominal value: Each Bond has a nominal value of EUR 1

Registration: The Bonds are electronically registered in book-entry form with the Securities Depository (VPS), Fred. Olsens gate 1. Postboks 4, 0051 Oslo, Norway.

Issue Date: 3 January 2014

Interest bearing from and including: Issue Date

Interest bearing to: Final Maturity Date

Final Maturity Date: 3 January 2018

Trustee: Nordic Trustee ASA, which represents the Bondholders. The role and authority of the Trustee is regulated in Section 17.1 in the Bond Agreement which can be obtained as set out in Section 10.2.

Amortization: The Issuer shall repay the Bonds pro rata as follows;

(i) EUR 2,000,000 to be repaid on 3 July 2015;

(ii) EUR 3,500,000 to be repaid on 3 January 2016;

(iii) EUR 4,000,000 to be repaid on 3 July 2016;

(iv) EUR 4,500,000 to be repaid on 3 January 2017;

(v) EUR 4,500,000 to be repaid on 3 July 2017;

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(vi) remaining outstanding amount of the Bonds to be repaid on 3 January 2018

All scheduled redemptions herein will be at 100% of nominal value (plus accrued interest on redeemed amount).

Interest Payment Dates: Interest on the Bonds accrues from (and including) the Issue Date and is payable semi-annually in arrears on 3 January and 3 July each year, or if not a banking day in Norway and Denmark on the first

subsequent banking day. Daycount fraction is 30/360 unadjusted.

Coupon Rate: 11% p.a., semi-annual interest payments

As the interest rate is fixed, the issue price is 100% and the Bondholders do not have any costs related to the interest payments, the yield for the Bondholders equals the Coupon Rate (11% p.a.).

Time limitation: The time limit on the validity of claims is three years for interest and ten years for repayment of principal.

Issue Price: 100% (nominal value)

Status of the Bonds: The Bonds are the senior debt of the Issuer and rank at least pari passu with the claims of its other creditors, except for obligations which are mandatorily preferred by law.

Taxation: The Company shall pay any stamp duty and other public fees accruing in connection with the Bonds, but not in respect of trading in the secondary market (except to the extent required by applicable laws), and shall deduct at source any applicable withholding tax payable pursuant to law.

Payment mechanics: Interest and principal due for payment will be credited the bank account nominated by each Bondholder in connection with its securities account in VPS.

Guarantee: The Bond Issue is guaranteed by an unconditional guarantee under Norwegian law from the Guarantor securing the Issuer's obligations under the Bond Agreement and any related liabilities, including interests, costs and expenses.

Pursuant to the Guarantee the Guarantor guarantees the due and punctual fulfilment of the Issuer's obligations under the Bond Agreement. The Guarantor undertakes that whenever the Issuer does not pay any amount when due under or in connection with the Bond Agreement, the Guarantor will immediately and on demand pay that amount as if it was a principal obligor. The Guarantor's aggregate liability under the Guarantee is limited to the aggregate amount of EUR 40 million plus interest thereon and fees, costs, expenses and indemnities as set out in the Bond Agreement.

The Guarantee is effective until all the obligations of the Issuer towards the Trustee and the Bondholders under the Bond Agreement have been unconditionally and irrevocably paid and discharged in full in cash.

The Guarantee may be inspected as set out in Section 10.2.

Security: All amounts outstanding under the Bond Agreement are secured by:

(i) a pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the escrow account;

(ii) an assignment of the rights of the Issuer under the Construction Contract and the Refund Guarantee;

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(iii) a pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the retention account (according to Norwegian law); and

(iv) an assignment of the Issuer's entitlements under the insurances related to J/U WIND SERVER under construction (other than third party liability insurances);

(v) an unconditional and irrevocable on-demand guarantee;

(vi) a pledge over all the shares in the Issuer; and

(vii) an assignment by way of security from the shareholders of the Issuer of their rights under any shareholder loans provided by them to the Issuer.

Subsequent Security (will be established in connection and right after the delivery of J/U WIND SERVER):

(viii) a mortgage over J/U WIND SERVER;

(ix) an assignment of the Issuer's entitlements under the insurances related to J/U WIND SERVER after delivery (other than third party liability insurances);

(x) a pledge over the Issuer's claim against the bank for the amount from time to time standing to the credit of the Issuer in the Issuer's earnings account, operating account and collection account

(xi) to the extent permitted by applicable law and the terms of the relevant Charter Contract, an assignment of the rights of the Guarantor under any Charter Contracts with a duration of three months or more (including all earnings payable and security granted by the customer thereunder);

(xii) an assignment of the Guarantor's entitlements under the insurances related to J/U WIND SERVER after delivery (other than third party liability insurances); and

(xiii) a pledge over the Guarantor’s claim against the bank for the amount from time to time standing to the credit of the Guarantor in the Guarantor's operating and earnings account.

The Security ranks on a first priority basis.

Issuer's Call Options: The Issuer may redeem (call) the Bonds (all or nothing) from:

(i) 3 January 2014 to, but not including, 3 January 2016 at a price equivalent to the sum of:

a. the present value of 109.00 % of par value as if such payment originally should have taken place on 3 January 2016; and

b. the present value of the remaining coupon payments (less any accrued but unpaid interest) through to and including 3 January 2016; and

c. accrued but unpaid interest on the redeemed amount,

both a. and b. above calculated by using a discount rate of 50 basis points over the comparable German government bond rate (i.e. comparable to the remaining duration of the Bonds until 3 January 2016) on the 10th Business Day prior to the repayment date. The call notice shall be provided no later than 10 business days prior to the repayment date;

(ii) 3 January 2016 to, but not including, 3 July 2016 at a price

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equal to 109.00% of par value (plus accrued interest on redeemed amount);

(iii) 3 July 2016 to, but not including, 3 January 2017 at a price equal to 107.00% of par value (plus accrued interest on redeemed amount);

(iv) 3 January 2017 to, but not including, 3 July 2017 at a price equal to 105.50% of par value (plus accrued interest on

redeemed amount); and

(v) 3 July 2017 to, but not including, 3 January 2018 at a price equal to 104.00% of par value (plus accrued interest on redeemed amount).

Exercise of the call option shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders at least ten business days prior to the settlement date of the call option.

Optional redemption for tax purposes: In the event of certain developments affecting taxation, the Company may redeem the Bonds in whole, but not in part, at any time, at a redemption price of 100% of the nominal value, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of redemption. Please refer to Clause 14.7 of the Bond Agreement for further information on this tax call redemption.

Asset sales: The Company will be required to offer to purchase the Bonds with excess proceeds, if any, following certain asset sales at a purchase price equal to 100% of the nominal value, and accrued and unpaid interest to the date of purchase.

Change of control: Upon the occurrence of certain events constituting a change of control event, or if the Company sells all or substantially all of the assets, the Company will be required to offer to repurchase the Bonds at a purchase price equal to 101% of nominal value, plus accrued and unpaid interest and additional amounts, if any, to the date of the purchase. Please refer to Clause 10.3 of the Bond Agreement for further information on change of control and the put option for the Bondholders upon the occurrence of a change of control event.

Listing and admission to trading: The Bonds will be listed on the Oslo Stock Exchange.

Listing will take place as soon as possible after the requirements for listing have been fulfilled.

Bondholders' Meeting: The Bondholders' Meeting represents the supreme authority of the Bondholders community in all matters relating to the Bonds. If a resolution by the Bondholders is required, such resolution shall be passed at a Bondholders' Meeting. Resolutions passed at Bondholders' Meetings shall be binding upon and prevail for all the Bonds. Please refer to Clause 16 of the Bond Agreement for additional information.

Paying agent: The Oslo branch of Skandinaviska Enskilda Banken (publ) AB, reg. no. 971 049 944 and address Filipstad Brygge 1, 0252 Oslo. The paying agent is responsible for registering the owners of the Bonds in the Securities Depository.

Market-making: There is no market-making arrangement entered into in connection with the Bonds.

Governing Laws: The Bonds and the Bond Agreement are governed by Norwegian Law.

4.3 Conflicts of Interests

There are no conflicts of interest between the natural and legal persons involved that is material to the issue.

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4.4 Manager

Pareto Securities AB ("Pareto") was manager for the Bond Issue. Pareto is a Swedish private limited company, with reg. no. 556206-8956, having its business address at Berzelii Park 9, 103 91 Stockholm.

4.5 Subscription of the Bonds

The minimum subscription amount was EUR 100,000 and higher amounts were allowed to be subscribed in integral multiples of EUR 100,000. The subscription period has ended as the Bonds have been issued.

4.6 Cash sweep waterfall and accounts

The terms of the Bonds includes a payment and account structure whereby all earnings of the Guarantor related to J/U WIND SERVER will be deposited into the Guarantor's earnings account and the following cash transferees will be conducted on a monthly basis in the following order:

1) The Guarantor shall transfer from the Guarantor earnings account to the Guarantor operating account one month of budgeted operating expenses and 1/3 of the Guarantors budgeted monthly SG&A cost. Such monthly transfer shall not exceed EUR 500,000.

2) The Guarantor shall transfer from the Guarantor earnings account to the Issuer earnings account the agreed monthly bareboat rate under the Bareboat Agreement.

3) The Guarantor shall transfer all remaining funds on the Guarantor earnings account (by way of a subordinated shareholder loan) to the collection account. Such transfer shall continue until (i) the amount on the collection account reaches EUR 8.5 million and (ii) the Guarantor has entered into a charter contract for J/U WIND SERVER with a minimum duration of 3 years and a minimum dayrate of

EUR 50,000.

4) The Issuer shall transfer from the Issuer earnings account to the Issuer operating account its budgeted monthly SG&A cost.

5) The Issuer shall transfer from the Issuer earnings account to the retention account 1/6 of the next interest and amortization. The first such transfer shall commence 12 months after the Issue Date.

6) The Issuer shall transfer all remaining funds on the Issuer earnings account to the collection account.

The figure below illustrates the payment and account structure included in the terms of the Bonds:

Guarantor

earnings account

Guarantor

operating account

Issuer earnings

account

Retention

account

Collection

account

Issuer operating

account

1) One month budgeted OPEX

and SG&A for Wind Server

All future earnings

related to Wind Server

2) Monthly transfer

of Wind Server

bareboat rate from

the Guarantor to

the Issuer

3) Monthly transfer of all remaining cash on the

Guarantor earnings account to the collection

account (subject to certain conditions)

5) Monthly transfer of 1/6

of the next coupon and

amortization payment

6) Monthly transfer of all

remaining cash on the Issuer

earnings account to the

collection account

4) One month budgeted

SG&A of the Issuer

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All the accounts illustrated above are pledged in favour of the Trustee (on behalf of the bondholders).

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5 THE ISSUER

5.1 General

The Issuer was incorporated under the laws of the Republic of Malta as a shipping private company on 23 July 2012 under the name Jack-Up InvestCo 3 Ltd., with organization number C 57037. The Issuer is subject to the laws of the Republic of Malta.

The Issuer recently registered as a public limited liability company in the Maltese registry of companies having elected to change its status from a private company in accordance with Article 213 of the Companies Act, Chapter 386 of the Laws of Malta. The Issuer is thus registered under the Maltese Companies Act as of the date of this Prospectus. Article 213 specified a number of requirements for the Issuer validly to change its status to that of a public company, namely:

i. alteration of the Issuer’s Memorandum and Articles of Association to change its status to a public company and broadly, to remove restrictions on transfers of its shares, invitations to the public to subscribe for its shares or debentures and listing of its securities on an exchange;

ii. a declaration from the Directors that the Issuer was in compliance as mentioned in (i) above;

iii. an extraordinary resolution of the Issuer to amend its Memorandum and Articles of Association in accordance with (i) above;

iv. a balance sheet dated not more than four months before registration together with a report of the Issuer’s Auditors;

v. a written statement by the Auditors that at the date of the balance sheet referred to at iv, the Issuer’s net assets were not less than the aggregate of its called up issued share capital and undistributable reserves;

vi. a declaration by a Director of the Issuer that between the date of the balance sheet referred to at iv and registration there had been no change in Issuer’s financial rendering the Auditors’ statement referred to at v. untrue; and

vii. delivery of the items referred to at i. to vi. (inclusive) above to the Registrar of Companies in Malta.

Having accepted that the Issuer thereby complied with the applicable provisions of Article 213 of the Companies Act, the Registrar of Companies registered the Issuer as a public company on 15 December 2014.

The Issuer is subject to the laws of Malta and its Memorandum and Articles of Association. The most recent Memorandum and Articles of Association of the Issuer are dated 15 December 2014 and were submitted to the

Registrar of Companies in connection with the Issuer’s conversion to a public company as described above. A copy of the most recent Memorandum and Articles of Association is available on request to the Issuer. The Issuer’s registered office is situated at 4, St Michael, Guze Galea Street, Qormi QRM 2107, Malta. The Issuer may be contacted by calling the Guarantor at +45 35 29 10 00 or sending an e-mail to [email protected].

The main object of the Issuer is to buy or acquire on any title, sell, operate, charter on a bare boat or on a fully equipped basis or exchange, administer, and manage ships, yachts, boats and any other vessel, and to register same under and in accordance with the Merchant Shipping Act, Chapter 234 or in any jurisdiction whatsoever. Further information on the objects of the Issuer can be found in Section 4 of its Memorandum and Articles of Association.

The Issuer will be the owner of the jack-up vessel J/U WIND SERVER built at Nordic Yards in Germany when delivery of the vessel is taken. Please see section 6.6 of this Prospectus for further description of J/U WIND SERVER. The delivery date and the date for transfer of ownership of J/U WIND SERVER is likely to take place in the near future, but no firm delivery date has been set at the date of this Prospectus.

The Issuer is dependent upon the Guarantors, as the Guarantor has J/U WIND SERVER on a bare boat charter, and thus has the full management and operation of the vessel. Furthermore, the Guarantor assists the Issuer in administrative aspects, as the Issuer only has a Maltese bookkeeper/accountant on hourly rates. The Issuer has no employees.

Other than the Bareboat Agreement and the subordinated loans described herein, the Issuer has not entered into any other contract obligations with entities within the Group. Please see section 5.5.3 for further description of the Bareboat Agreement. Under the Bond Agreement, the Issuer has undertaken not to engage directly or indirectly in any transaction with any related party except in the ordinary course of business and

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pursuant to the reasonable requirements of the Issuer’s business and upon fair and reasonable terms and on an arms-length basis. All of the Issuer's on-going investments are related to J/U WIND SERVER, the Issuer has no planned or future investments other than J/U WIND SERVER and will remain a single-purpose company owning and bareboat chartering J/U WIND SERVER after delivery has taken place.

The Issuer has no direct employees, and it will rely on human resources to be supplied by the Group. The costs related to the supply of such human resources will be subordinated to the Bondholders' rights relating to the Bonds in accordance with the relevant provisions of the Bond Agreement. The Guarantee includes an

undertaking and covenant from the Guarantor to exercise management control to ensure that prior to the delivery of J/U WIND SERVER, the Issuer arranged and maintained adequate supervision and control in respect of the completion of J/U WIND SERVER under the Construction Contract.

The Issuer has an authorized and paid up share capital of EUR 28,001,200 divided into 14,000,600 A shares and 14,000,600 B shares, each with a par value of EUR 1. The A shares of the Issuer are directly owned (legally and beneficially) by the Guarantor and the B shares are directly owned (legally and beneficially) by BWC. The shares in the Issuer rank pari passu for all purposes of law and give right to dividend and one vote per share.

As of the date of this Prospectus, the Issuer's total equity amounted to EUR 28,001,200. In addition, the shareholders of the Issuer have as of the date of this Prospectus contributed EUR 5,000,000 plus accrued interests to the Issuer in the form of subordinated shareholder loans. The total shareholder contribution to the Issuer is thus approximately EUR 38 million plus accrued interests on the subordinated shareholder loans.

The Issuer’s annual financial statements are audited by BDO (Malta branch), with the following address: Tower Gate Place, Tal-Qrocc Street, Msida MSD 1703, Malta.

Once J/U WIND SERVER starts to receive payments under the Bareboat Agreement, this income will be the only operational income of the Issuer. In addition, the Issuer may also receive some interest income on any cash holdings it may have. The only operational expense the Issuer is expected to have is innocent owners insurance costs and minor SG&A cost. The Issuer will have interest costs and other finance costs related to the Bond Issue and shareholder loans (if any).

The Issuer has not experienced any significant negative changes or trends outside the ordinary course of business that are significant to the Issuer since the date of incorporation to the date of this Prospectus.

5.2 Group legal structure

The Guarantor is the parent company of the Group. The Issuer is 50 per cent directly owned by the Guarantor and 50 per cent owned by BWC. Below follows a complete legal structure of the Group:

Jack-Up InvestCo 3 Ltd.

-ISSUER-

(Malta)

Jack-Up InvestCo 2 A/S

(Denmark)

DBB Jack-up Services A/S

-GUARANTOR-

(Denmark)

100% 50.0%50.0%

Blue Water Capital S.A.

-BWC-

(Luxembourg)

The Issuer will be the owner of the jack-up vessel J/U WIND SERVER built at Nordic Yards in Germany after delivery has taken place. The Issuer will then bareboat charter J/U WIND SERVER to the Guarantor, who in turn will market and operates the vessel on contracts with third party clients.

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5.3 J/U WIND SERVER

5.3.1 Introduction

The self-propelled jack-up vessel J/U WIND SERVER has been specifically designed for operation and maintenance ("O&M") services in the offshore wind industry. J/U WIND SERVER will be engaged in the replacement of key components in wind turbine generators, which requires jack-up capabilities. J/U WIND SERVER is able to perform such operations on large turbines in deep waters.

The number of installed offshore wind turbine generators ("WTG") in northern Europe has increased rapidly since the installation of Europe’s first offshore wind park in Denmark in 1991. By the end of 2013, there were 2,080 installed WTGs in 69 operational offshore wind farms in Europe with total capacity at 6,562MW. The large growth in installed WTGs has been accompanied by investments in a number of installation vessels and smaller crew transfer vessels by several industry players. WTGs are mechanical installations, deliberately placed in the harshest offshore environments available and consequently require substantial technical maintenance over time. The market for major component change is growing as well, but has up until this point not received the same focus as the installation market, leaving great opportunities for investments and growth.

It is on the basis of this commercial opportunity DBB has made a decision to enter the specialized offshore wind O&M market and once delivered, J/U WIND SERVER will be the first vessel purpose built to provide O&M services to the offshore wind market.

J/U WIND SERVER

Picture: J/U WIND SERVER conducting a replacement of the blades on an offshore WTG

5.3.2 Technical specifications overview

J/U WIND SERVER TECHNICAL SPECIFICATION

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General information

Length over all: 76.6 m

Breadth moulded: 32.3 m

Depth moulded: 7.0 m

Draught: Min 4.95 m and max 5.4 m

Gross Tonnage (GT): 6,567

Net Tonnage (NT): 1,971

Light ship: 7,460 t

Deadweight / Payload: 1,760 t

Pre-loading active: 2,700 t/leg

Holding: 4,000 t/leg

Jacking Speed: 60 m/h

Transit Speed: 8-10 knots wp

Accommodation: 24 single cabins for charterer and 15 single cabins for crew

Cargo capacity

Cargo area 1,550 m2

Deck load: 10 t/m2 with strong points

Main crane and lifting capacity

Main Crane: Liebherr BOS 14000

Main crane boom length: 87 meters

Main crane max wind speed: 25 m/s

Lifting capacity with 87m main boom:

400 t @ 20m radius @ 96 m height above deck


Operating conditions

Service: Unrestricted (as per De Norske Veritas (“DNV”) rules)

Endurance: 30 days (Design)

Jacking operations - wave height: Up to 2.6 meters

Jacking operations - Wind: Up to 15 m/s

Jacking operations - tidal current: Up to 3 kn.

Jacking operations - maximum depth: Up to 45 meters

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Source: Issuer

5.4 J/U WIND SERVER – Project costs

As of the date of this Prospectus, the Issuer has paid the first six instalments under the Construction Contract, in total an amount of EUR 38 million. In addition, an amount of EUR 22 million of other project related capital commitments have been paid as of 31 October 2014. As a result, the total capital commitment already paid into J/U WIND SERVER project is EUR 60 million. Including other costs and payments the total project costs for J/U WIND SERVER currently totals EUR 78 million. The final project costs will not be determined before delivery takes place.

As of the date of this Prospectus, the shareholders of the Issuer have contributed EUR 10 million (plus accrued interest) in subordinated shareholder loans to the J/U WIND SERVER project. Further to the shareholder loans the shareholders have contributed EUR 28 million as equity capital. Shareholder contributions to the Issuer therefore total EUR 38 million.

5.5 Commercial operation of J/U WIND SERVER

5.5.1 Envisioned J/U WIND SERVER operational cash flow structure

Below follows a graphical presentation of the intended operational cash flow structure related to J/U WIND SERVER:

Future third

party clients

Bondholders

Collection

account

build-up

5

2

1

Jack-Up InvestCo 3 Ltd.

-ISSUER-

(Malta)


-GUARANTOR-

(Denmark)

3

6

4

7

8

1Payment under future

commercial contracts

2Payment of direct OPEX and

1/3 of SG&A in the Guarantor

3Payment of under the

Bareboat Charterer

4Transfer of excess cash to

the collection account

5 Payment of SG&A in the

Issuer

6Debt service payments

under the Bonds

7Transfer of excess cash to

the collection account

8Conditional service of

subordinated loans

A description of the respective cash flows, as set out and regulated in the Bond Agreement, follows below:

1. The Guarantor will enter into all future commercial contracts related to J/U WIND SERVER with external third party clients of DBB and receive payment under such contracts. Based on current discussion with potential clients, DBB expects J/U WIND SERVER to be able to secure longer-term contracts with day rate remuneration at minimum EUR 60,000.

2. The Guarantor will operate J/U WIND SERVER and pay all direct operating expenses related to the vessel. Based on its operational experience, DBB expects the daily direct operating expenses of J/U WIND SERVER to be around EUR 13,500. Further to this the Guarantor will pay own SG&A costs. The Guarantor will be allowed to transfer 1/3 of the expected SG&A costs from the Guarantors Earnings Account to a separate operating account held by the Guarantor.

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3. For further information regarding the expected OPEX of J/U WIND SERVER, please see section 5.5.4.

4. The Guarantor will pay monthly charter hire to the Issuer pursuant to the Bareboat Agreement. For further description of the Bareboat Agreement, please see section 5.5.3.

5. After the monthly OPEX and bareboat hire has been paid, the Guarantor will transfer all excess cash flow related to J/U WIND SERVER as a subordinated loan to a collection account held by the Issuer. Such transfer shall continue until (i) the Issuer's collection account has built up to an amount equal or higher than EUR 8.5 million and (ii) the Guarantor has secured a contract for J/U WIND SERVER with a

minimum duration of 3 years (excluding options) and a minimum day rate remuneration of EUR 50,000 (net of all deductions).

6. The Issuer will pay own SG&A costs. The Issuer expects such annual SG&A costs to be limited to around EUR 150,000.

7. The Issuer makes semi-annual payments of interest and amortization under the Bond Issue. The Issuer has, pursuant to the use of proceeds as set out in the Bond Agreement, pre-funded 12 months of interest with the net proceeds from the Bonds into a retention account. After this initial 12 month period, the Issuer is now making monthly transfers equal to 1/6 of the next interest and amortization payment to the retention account, gradually building up the next semi-annual debt service payment under the Bonds.

8. After the monthly SG&A costs and debt service transfers has been paid, the Issuer will transfer all excess cash flow from the Bareboat Agreement to a collection account held by the Issuer.

9. Pursuant to the Issuer's covenants in the Bond Agreement, the Issuer shall upon the satisfaction of certain conditions be allowed to service subordinated loans granted by the Guarantor and BWC. Such conditions include (i) having a buffer of minimum EUR 8.5 million built up on the Issuer’s collection account (both before and immediately after any service of subordinated loans) and (ii) the Guarantor having secured a contract for J/U WIND SERVER with a minimum duration of 3 years (excluding options) and a minimum day rate remuneration of EUR 50,000 (net of all deductions).

For further description of the regulation of the cash flows related to J/U WIND SERVER, please see the application of earnings as set out in the Bond Agreement.

5.5.2 Charter Agreements and Current tender processes

On 19 May 2014 the Guarantor signed a three-year charter agreement for WIND SERVER with Siemens Wind Power (“SWP”). The charter agreement is the result of more than 18 months of negotiations between Siemens and DBB and is a very important part of Siemens’ offshore strategy. The initial delivery date is between 14 March 2016 and 18 April 2016. Further SWP has an option of extending the contract with up to three extra years. The agreed day rate is notably higher than required to constitute a Qualified Charter Contract.

DBB is currently actively marketing J/U WIND SERVER with the purpose of securing work for the period until delivery of WIND SERVER to Siemens in 2016. DBB has identified several market opportunities and is in dialogue with all major potential clients in the industry. Nothing is firm yet.

Besides being the first purpose built vessel, and not a barge, DBB is able to offer J/U WIND SERVER approx. 2-3 years ahead of the other contenders. This is expected to be viewed very favourably by the dominating WTG OEM.

5.5.3 The Bareboat Agreement

The Guarantor has bareboat chartered J/U WIND SERVER from the Issuer under a 10 year Bareboat Agreement based on a modified BIMCO BARECON.

The charter period commences upon delivery from Nordic Yards provided however that a party will be entitled to terminate the bareboat charter upon default by or bankruptcy or similar with respect to the other party.

5.5.4 OPEX related to J/U WIND SERVER

The Guarantor operates J/U WIND SERVER commercially. The OPEX related to J/U WIND SERVER consist of three sub categories; project related cost, operational cost and maintenance cost. Project related cost comprise of expenses related to travel, catering, specific education, QHSE and special equipment directly related to J/U WIND SERVER project. Operational costs comprise of expenses related to crew wages, other crew related costs, insurances, catering, harbour fees and other direct costs. Maintenance cost comprises expenses related to the continuous maintenance of the vessel.

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As of the date of this Prospectus, DBB budgets the yearly OPEX of J/U WIND SERVER to approximately EUR 4.8 million. DBB budgets an annual growth in the OPEX of 2 percent.

The estimated OPEX for J/U WIND SERVER has been budgeted primarily based on DBB's operational experience from the latest three years of operations with J/U WIND. As J/U WIND SERVER is a larger vessel than J/U WIND and will be a completely new vessel, this has been taken into account in the budgeting process. DBB has budgeted the crew costs based on the maximum required crew to be expected.

The OPEX for J/U WIND SERVER will primarily incur in DKK, with portions incurring in EUR or GBP depending on

the area of operations.

5.6 Management and Board of Directors of the Issuer

Below is an overview of the Issuer’s managing directors. The managing directors formally hold combined roles as both board of directors and executive management of the Issuer and they act as the Issuer's legal representatives, provided that key decisions are subject to the approval of its shareholders.

Carmelo Borg

Chairman of the board since incorporation

Born in 1958

Maltese

6, “Redentur” St. Edward Street, Vittoriosa Malta

Education: Diploma in Business Management from New University of Malta. Since 1984 he is a Certified Public Accountant and since 2010 Mr Borg also holds a Master in Business and Administration.

Current commitments: Mr Borg is since 1998 Chief Financial Officer of the Zammit Group of Companies which is specialized in automobiles distribution and marketing, real estate and shipping but also provides services to the offshore oil and gas exploration and heavy engineering industries.

Previous commitments: Mr Borg has previously been Chief Financial Controller of the Marsovin Group (1993-1998), one of Malta’s main quality wine producers and importers, and Bortex Group of Companies (1988-1993), Malta’s main producer of quality men’s suits and garments. He started his career as an accounting assistant and accountant (1981-1987), with Malta Shipbuilding Co. Limited. During the period 1993-1998 Mr Borg held a lecturing position within the Faculty of Economics, Management and Accountancy at the University of Malta.

Slim Bouricha

Member of the board since incorporation

Born in 1966

French

18 Rue Jean Senebier, Geneve 1205, Switzerland

Education: Bachelor of Science in Mechanical Engineering from George Washington University.

Current commitments: Mr. Bouricha is the founder and the president of Industrial & Financial Ltd, an international company dealing in Energy related contracting.

Previous commitments: After earning a B.S. in mechanical engineering from George Washington University in 1992, Mr. Bouricha worked at SACNA, a light commercial vessel shipyard, until 1999. While at SACNA, he managed the yard’s transition to oil and gas contracting work, as well as managing various EPC onshore and offshore contracts in this industry.

Mr. Bouricha founded BEENDER in 1998. The company specializes in international EPC contracts for oil and gas companies, including pipelines, production facilities, tank farms, etc. BEENDER is also involved in marine related activities. Slim Bouricha has founded FORTE MARINE LTD, a company that will own and operate light vessels such as crew vessels and multi-purpose vessels.

In 2002, Mr. Bouricha founded Equity Energy Inc. This company focused on the development of proven undeveloped marginal oil field and co-invested in Nigeria with PA Resources in 2005. The company’s assets were divested in 2007.

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Vagn Lehd Møller

Member of the board since incorporation

Born in 1946

Danish

Henrik Hertz Vej 4, DK-2920 Charlottenlund

Education: Studies within Management at CEDEP (European Center For Executive Development), INSEAD (The Business School for the World) and University of Western Ontario.

Current commitments: Mr Møller is Chairman of the board of directors in DBB A/S (The Guarantor) and Scan GlobaL Logistics A/S. He is also Member of the board of directors in Costamare Inc.

Previous commitments: Mr Møller has experience from A.P. Møller-Maersk where he worked his entire career with different positions, latest as Execute Vice President and Chief Operations Officer at Maersk Line. He has also held numerous positions as Chairman or Member of the board of directors of a number of A.P. Møller-Maersk affiliated companies.

None of the persons in this Section 5.6 have any potential conflict of interests between their duties to the Issuer or any other duties and their private interests.

5.7 Issuer ownership structure

5.7.1 The Guarantor

The Guarantor owns 50 percent of the shares of the Issuer. For a detailed description of the Guarantor please see chapter 6 of this Prospectus.

5.7.2 BWC

BWC owns 50 percent of the shares of the Issuer. As of the date of this Prospectus, BWC has no material assets other than the shares of the Issuer and no interest-bearing liabilities. BWC is an investment company whose promoter is Mr. Slim Bouricha. Please see section 5.6 for a summary of Mr. Bouricha’s curriculum vitae.

5.7.3 Issuer Shareholders Agreement

The Guarantor and BWC are parties to a Shareholders Agreement dated 31 July 2012. The agreement concerns the investment in the Issuer and the governance of the Issuer. The agreement include provisions on reserved matters (requiring consent among the parties), deadlock provisions, transfer restrictions for shares with lock-up period of 3 year from incorporation, pre-emption rights with respect to share transfers and a call option for the Guarantor on BWC's shares upon certain conditions being met including that a specific internal rate of return of at least 20 percent is achieved. The agreement provides for a refinancing of the Issuer. Refinancing can be decided by simple majority in the board provided such refinancing is principally applied to settle pro rata shareholder loans pursuant to the investment commitment.

The Shareholder Agreement allows for pledge of shares in connection with a refinancing on the condition that the pledgee is obliged to offer the shares to the other party upon execution of pledge and that the pledgee undertakes to adhere to the shareholders agreement as if it was a party hereto. BWC and the Guarantor have however in the Subordination Deed granted the Trustee a waiver from these requirements with respect to execution of the bondholders (represented by the Trustee) pledge in the Guarantor's shares in the Issuer.

The Shareholder's Agreement is subject to the laws of Malta, with arbitration in Paris, France.

5.7.4 Post-delivery insurances

DBB has entered into the following insurances related to J/U WIND SERVER:

Hull and Machinery incl. war risk (to be taken out by the Guarantor)

P&I, including specialist operations coverage (to be taken out by the Guarantor)

Innocent owners insurance for BWC (to be taken out by the Issuer)

5.8 Related party agreements of the Issuer

The following agreements are deemed to be related party agreements: (i) among the Issuer and Group

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companies, (ii) among the Issuer and its shareholders or their related companies or (iii) among shareholders in the Issuer or their related parties:

The Issuer will enter into the Bareboat Agreement with the Guarantor for the chartering of J/U WIND SERVER. For more info on the Bareboat Agreement, please see section 5.5.3.

The Issuer has entered into a purchase contract with SH Group A/S for the jacking system for J/U WIND SERVER. SH Group A/S is a company controlled by Odin Equity Partners, a controlling shareholder in the Guarantor.

The Issuer has entered into subordinated shareholder loan agreements with both its shareholders. For further information about the subordinated shareholder loans, please see section 5.9 below.

Other than the agreements described above, the Issuer has not entered into any agreements with related parties.

5.9 Issuer debt overview

The Issuer owes under subordinated shareholder loan agreements:

EUR 5 million plus accrued interest as subordinated shareholder loan granted by the Guarantor, which will amount to a total of EUR 6.759k by end of 2014.

EUR 5 million plus accrued interests as subordinated shareholder loan granted by BWC, which will amount to a total of EUR 6.759k by end of 2014.

The shareholder loans carry an interest of 8 percent per annum that is to be added to the principal and be paid to lenders upon repayment of the loans, with interest accrued on accrued interests (compound interest).

The above mentioned shareholder loans granted to the Issuer are subject to a subordination deed stipulating that such loans shall not have any maturity date or pay any cash interest prior to the maturity of the Bonds, and shall be fully subordinated to the Bonds and shall have no right to accelerate for as long as any amount is outstanding under the Bonds. The Issuer is only allowed to make amortization payments under such subordinated shareholder loans provided by the Guarantor if: (i) the Issuer’s collection account has built up to an amount equal or higher than EUR 8.5 million and (ii) the Guarantor has secured a contract for J/U WIND SERVER with a minimum duration of 3 years (excluding options) and a minimum day rate remuneration of EUR 50,000 (net of all deductions).

As of the date of this Prospectus, the Issuer has no debt other than the above described subordinated shareholder loans and the Bond Issue.

5.10 Legal disputes involving the Issuer

The Issuer is not as of the date of this Prospectus, nor has it been since its inception, involved in any legal, governmental or arbitration proceedings. There are no such proceedings which are pending or threatened.

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6 THE GUARANTOR AND THE GROUP

6.1 The Guarantor

The Guarantor was incorporated under the laws of the Kingdom of Denmark as a private limited company 22 March 1976 in the Danish Business Authority with company registration number (CVR) 24620417. The Guarantor is registered under the Danish Companies Act and subject to its Articles of Association. The most recent Articles of Association of the Guarantor are dated 19 December 2012 and can be obtained as set out in Section 10.3. The Guarantor has its registered office in Borneovej 28, DK-8000 Aarhus C, Denmark, telephone: +45 35 29 10 00. The Guarantor operates under the laws of the Kingdom of Denmark.

The Guarantor is the parent company of the Group and the operator of the Group's vessels. The Guarantor has an issued share capital of DKK 15,118,416 divided into 15,118,416 common shares each with a par value of DKK 1. The shares give right to dividend and one vote per share. The Guarantor’s annual financial statements are audited by BDO Statsautoriseret revisionsaktieselskab (Danish branch), Nytorv 12, Box 170, DK-9500 Hobro with company registration no 20222670.

The Guarantor's main object is to perform salvage, towing and crane service operations as well as any activity related to it decided at the discretion of the board of directors. The object of the Guarantor can be found in Section 2 of its Articles of Association.

6.2 DBB's business

DBB’s business consists of owning, chartering and operating jack-up vessels designed to carry out O&M

services on WTG in offshore wind parks.

When an offshore wind park has been installed, the commissioning of the WTGs is normally managed by original equipment manufacturers ("OEM") under a 5-year warranty period. During this 5-year period, the responsibility for providing the jack-up vessel is normally a part of that overall warranty contract. A recent trend observable in the industry is that the offshore wind park owners normally take over the full O&M responsibility when the warranty period ends. This has been the case for all DONG Energy and Vattenfall sites and based on industry insight DBB expects the same to be the case for the German utility company E.on.

Since neither of the major offshore wind park owners (the utility companies) or the OEMs own nor operate in-house O&M jack-up vessels, both these groups are potential clients of DBB. While Siemens and DONG Energy owns 49 percent and 51 percent of the installation vessel provider A2SEA respectively, the company is operated on an arm’s length basis and tender on the same basis as other operators. From a commercial point of view, it is however favourable for DBB that a large share of wind park owning utility companies choose to take over maintenance responsibility when the warranty periods expire. This will over time ensure a healthy client diversification in the offshore wind park O&M industry.

When operating an offshore wind park, access to the WTGs is virtually required on a weekly/monthly basis to handle minor adjustments and small repair work. For an offshore wind park with approximately 100 WTGs, there are normally 2–3 smaller crew vessels on a full time basis connected to the O&M setup. These crew vessels are normally built to carry up to 12 WTG technicians with 2 crew members operating on a maximum of 12-14 hours per day, or when the weather permits. If major repairs are required e.g. new gearbox, main shaft, blades, generators or blade bearings etc., larger jack-up service vessels are required. There are mainly two types of major component repairs. Either retrofits, when a main component is replaced which also demands that all WTGs of that type have to be served, or repairs required due to wear and tear.

DBB’s scope of business in relation to major component changes is planning, execution and documentation in relation to the marine operation. Normally, DBB receives site information from wind park owner, containing the latest site survey including seabed cabling tracks, WTG positions, scour protection area, seabed drill samples, unexploded ordnances (UXO) and Bartholomew maps (seabed maps). Based on this information, an expected penetration analysis report is produced by a sub-supplier, e.g. COWI, NIRAS or RPS. The penetration analysis is based on the exact jack-up vessel for each location or for a group of locations depending on the seabed structure. Based on this penetration analysis, a site specific assessment (“SSA”) is made by another sub-supplier, e.g. Global Maritime or OSK Offshore. This SSA reports the calculations that set out the conditions under which weather the vessel can and must operate. The SSA is normally approved by the client’s marine warranty surveyor (“MWS”).

When all the mentioned calculations and documentations are completed, a process that normally takes between 4 to 8 weeks, the actual repair work can commence. Normally, the required spare parts are loaded on to the jack-up service vessel in the base port near the site. After securing the components for sea, and if the weather permits, the jack-up service vessel sails out to the repair location. Offshore wind parks are deliberately placed in the areas with the harshest weather to maximize energy output. A window with weather conditions within the vessels operational threshold is therefore required, and the length of this window depends on the type of repair work to be carried out, ranging from 6 to 36 hours. Wind speeds above the operational

37

threshold are the most common factor setting limitations for the work.

Before the jack-up service vessel gets to work, the WTG has been prepared, turned down and broken by the WTG technicians from either the OEM or the utility company. When the technicians approves that the WTG is ready, the jack-up service vessel moves by dynamic positioning mode into the planned "Ghost Position". When the jack-up service vessel is in position, the jacking up of the vessel starts. After a sufficient pre-drive period and stable seabed pressure is reached, the crane is released for operation and a safe transfer from the jack-up service vessel to the WTG foundation via a gangway is established. Hereafter follows a number of crane lifts

with broken and new spare parts from the WTG to the vessel deck until completion. When the repair work is completed, the jack-up service vessel jacks down and sail either to the next location or back to port.

6.3 History and development of the Group

1987 Dansk Bjergning & Bugsering A/S is founded by Ove Eriksen. The company focus is on

Salvage and Towing assignments, Specialized heavy lift etc.

2007 J/U WIND is acquired by DBB in 2007

On 1 May 2007 the first charter is commenced with Vestas

2008 On 1 January 2008 the operations are demerged into a separate entity – DBB Jack-Up Services A/S

2009-2010

A EUR 15m renovation of WIND is conducted

J/U WIND initiates operation on long-term charter for Vestas

2011 J/U WIND initiates operation on a 3-year charter for Siemens via A2SEA

2012 Odin Equity invests in DBB Jack-Up Services

J/U WIND PIONEER is acquired in June 2012

J/U WIND SERVER ordered in August 2012

2013 Tender process for J/U WIND SERVER with one of the dominating OEM’s in the offshore wind industry

Contract negotiations regarding J/U WIND PIONEER with one of the dominating OEM’s in the offshore wind industry

J/U WIND PIONEER entered into a 12 months charter contract with Siemens (unfortunately this charter was later cancelled due to the delayed delivery of J/U WIND PIONEER)

2014 Recently completed and on-going activities:

Signing of 3-year time charter agreement for J/U WIND SERVER with Siemens Wind Power

60% utilization rate on J/U WIND on spot market

J/U WIND performing the most efficient summer campaign ever – 23 WTG services jobs in 3,5 months

6.4 DBB Strategy

DBB is planning to expand the total fleet from currently two operating units, to up to five units over the coming 3-4 years. All these vessels will be specialized jack-up units, purpose-built and optimized to fit the needs and enquiries from the offshore wind industry.

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Under the terms of the Bonds, DBB is prohibited from making investments or capital expenditures (including acquiring existing jack-up vessels and enter into newbuild contracts for jack-up vessels) above an annual threshold of EUR 5.0 million before DBB has entered into a charter contract for J/U WIND SERVER with a charter period of at least 3 years and a day rate remuneration of minimum EUR 50,000. Exemptions apply to the contemplated upgrade of J/U WIND which has been postponed from January 2014 to early 2015 estimated not to exceed EUR 2 million, and capital expenditures reasonably required to complete the on-going J/U WIND PIONEER Conversion.

The overall aim for DBB is to continue to strengthen and further develop its close relations and successful cooperation with existing clients and partners. DBB is also expanding their services offering to build up entry barriers for new entrants through offering related services. One of the expected new services is a subsea survey & inspection concept, which will help bring DBB owned jack-ups in to wind farms quicker and safer and at the same time offer wind farm owners high quality data/images of seabed, cables, foundations, UXO etc. DBB will use in-house ROV equipment and capabilities.

6.5 J/U WIND

6.5.1 Vessel description

J/U WIND was purchased by DBB in 2007 and has since then undergone two major upgrades to meet the current market requirements. The jacking system has been strengthened and a new specialized hydraulic telescopic Liebherr LR-11200 crane was installed in 2010. These conversions were so comprehensive that the vessel received a new class notion upon completion.

J/U WIND is ideally suited for O&M operations on 2.0-3.6 MW WTG installed in water depths up to 35 meters. This means that vessel is suited for service operations on approximately 95 percent of the currently installed offshore WTG’s in Europe.

The Guarantor is planning an upgrade of J/U WIND in January 2014. The vessel will be fitted with an extra sponson underneath to increase her buoyancy and thereby reduce her draft. This will allow her to access positions with even lower water depth than she can handle today. The upgrade will also include new upgraded cylinders in the jacking system which will increase her pre-drive capacity.

The upgrade is planned to commence once the current J/U WIND charter ends. Should the new charterer wish to take delivery of J/U WIND immediately after the current charter expires, the upgrade will be postponed for a later period. The CAPEX for the upgrade is currently estimated at approximately DKK 15 million (EUR ~2

million).

J/U WIND

39

J/U WIND TECHNICAL SPECIFICATION

General information




Draft: 3.0/4.3 m


Net Tonnage (NT): 451

Light ship: 1,993 t

Deadweight / Payload: 492 t (approx. 600t after upgrade)

Pre-loading active: 600 t/leg (800 t/leg after upgrade)

Holding: 600 t/leg (800 t/leg after upgrade)

Jacking Speed: 30 m/h for leg lowering and 20 m/h for pontoon lifting

Transit Speed: 6 knots


Cargo capacity

Payload 492 t

Cargo area Approx. 430 m2

Deck load: 20/30 t/m2 with strong points


Main Crane: Liebherr LTM 11250

40


Max lifting capacity: 30 tons @ 30 m radius @ 100 m height


Service: Weather restricted, site specific

Endurance: 30 days



Jacking operations - tidal current: Up to 1 kn.


Source: Issuer 6.5.2 J/U WIND's charter contract

J/U WIND is currently working on the spot market. She has had a utilisation rate of just below 60% as of end Q3 2014, which is according to budget.

Prior to 2014, J/U WIND was under a time charter between the Guarantor and A2SEA A/S, Fredericia, Denmark. The contract was subject to Danish law with arbitration in Fredericia, Denmark.

The time charter for J/U WIND was entered into on 14 January 2011 under the BIMCO SUPPLYTIME 2005 standard with modifications. The time charter expired on 31 December 2013. During the charter, A2SEA sublet J/U WIND to Siemens and Vestas for approx. 2 years and 6 months and 3 months, respectively.

During 2014, J/U WIND has been chartered to MHI Vestas Offshore Wind, E.ON, Siemens, DONG Energy and Vattenfall for various O&M and decommissioning tasks in the Netherlands, UK and Denmark.

6.5.3 J/U WIND's commercial track-record

J/U WIND has completed more than 360 major component replacements during the period from 2007 to 2014, which the Issuer estimates makes her the vessel having performed the largest number of O&M operations in the industry. The operations have been carried out on 16 different offshore wind parks located in Denmark, UK, Sweden and Holland.

With the exception of two periods of scheduled upgrades, J/U WIND has been working continuously under commercial contracts since DBB acquired her in 2007.

In the beginning of 2010, a major upgrade of J/U WIND was carried out at Orskov Yard in Frederikshavn, Denmark. The upgrade included new spud cans, new accommodations, new Liebherr crane, rewiring of the electrical system, repair and upgrade of the jacking system, new main engines, new generators, new thrusters and conversion of the thruster system to diesel-electric power. In February and March 2011, a minor upgrade including expansion of the vessel accommodations was carried out at the same yard.

Since DBB’s operation of J/U WIND commenced in 2007, the vessel has not been involved in any serious incidents or accidents causing serious damage to personnel or third-party equipment.

6.6 J/U WIND PIONEER

6.6.1 Vessel description

J/U WIND PIONEER was acquired by DBB during the summer of 2012 from Hyundai Steel Corporation in South Korea. The vessel was constructed in 2010 for the intended main purpose of providing support for bridge constructions. To adopt J/U WIND PIONEER to the requirements of the offshore wind O&M industry, the vessel is currently undergoing a major conversion and upgrade at Orskov Shipyard in Frederikshavn, Denmark.

J/U WIND PIONEER

41

J/U WIND PIONEER TECHNICAL SPECIFICATION

General information




Draught design: 3.0 m


Net Tonnage (NT): 710

Light ship: 2,400 t

Deadweight / Payload: 650 t

Pre-loading active: 1,200 t/leg

Holding: 1,200 t/leg

Jacking Speed: 30 m/h for leg lowering and 30 m/h for pontoon lifting

Transit Speed: 5 knots


Cargo capacity

Payload 650 t

Cargo area Approx. 530 m2

Deck load: 7.5 t/m2 with strong points


Main Crane: Liebherr BOS 7500


Main hoist max lifting capacity: 198 t @18m radius @ 78 m height above deck


42

Aux. hoist max lifting capacity:

50 @ 18 m radius @ 74 m height above deck

40 t @ 69.8 m radius @ 48 m height above deck

Aux. Hoist approved for man ridding SWL max 2 tons


Service: Unrestricted (as per DNV rules)

Endurance: 30 days



Jacking operations - tidal current: Up to 2.5 kn.


Source: Issuer 6.6.2 J/U WIND PIONEER conversion, capital expenditure and financing

J/U WIND PIONEER is currently undergoing conversion work at Orskov Yard in Denmark. Up until the date of this Prospectus, DBB has invested approximately EUR 51.3 million in the J/U WIND PIONEER acquisition, subsequent conversion and capitalized interest. Up until the delivery of J/U WIND PIONEER (expected in January/February 2015), DBB expects to invest an additional EUR 5.2 million in the vessel, bringing the total expected investment in J/U WIND PIONEER to EUR 56.5 million. As the conversion of J/U WIND PIONEER is now nearing completion, DBB do not expect any material additional costs to occur.

DBB has contributed EUR 27.6 million of equity capital into the J/U WIND PIONEER project. In addition, DBB has secured a EUR 25.4 million (DKK 189 million) senior secured bank facility from Spar Nord Bank A/S, bringing the total capital committed to the J/U WIND PIONEER project to EUR 53.1. DBB will support with the additional necessary capital funding sufficient to fully fund the conversion of J/U WIND PIONEER, which also means to inject further funds into the subsidiary if necessary for the completion. Currently outstanding payments for works on J/U WIND PIONEER are approximately DKK 19 million until expected delivery. Such payments will be financed by a combination of shareholders loans, loans from financiers and/or equity.

6.6.3 J/U WIND PIONEER conversion progress

As of the date of this Prospectus, the conversion of J/U WIND PIONEER is progressing successfully towards delivery in January/February 2015. The main elements of the conversion include installation of a new superstructure with accommodation for 37 single cabins, a DP-system including four Azimut thrusters from Thrustmaster in Texas and a new Liebherr Offshore Crane as well as a major overhaul and upgrade of the jacking system including additional 8 new gears to be installed.

The new superstructure housing the accommodations has been built and successfully mounted on the vessel. Outfitting of the new accommodation is completed.

The thrusters included in the new DP-system has been produced, undergone the final testing and shipped from the manufacturer in the US.

In earlier 2014 unforeseen damages to the legs and toothed racks where discovered. Several attempts have been made to rectify the damages to the toothed racks, none of these have been accepted by the Classification

Society DNVGL. On this basis it has been decided to have new toothed racks produced for all four legs. This process is on-going at Lindoe Ship Yard and expected done in early 2015.

The new crane installed on J/U WIND PIONEER is a Liebherr BOS 7500 marine crane. The crane has been produced, tested and delivered by Liebherr Rostock, Germany. Once the leg has been re-installed with new racks final testing of the main crane will be done.

6.6.4 J/U WIND PIONEER servicing contract

On 21 November 2013, the Guarantor and Siemens concluded a 12 months contract for J/U WIND PIONEER. The tenor of the contract will commence in connection with the delivery of J/U WIND PIONEER. Should further delays arise during the construction of J/U WIND PIONEER, the contract prevents Siemens from cancelling the contract prior to mid April 2014. Furthermore, the tenor of the contract includes an option for a 3-month extension.

Due to the continued delay in delivery of J/U WIND PIONEER Siemens terminated the contract in July 2014. The termination was handled with “closed pockets” and thus no claims have been raised by Siemens for breach

43

of contract.

6.7 DBB’s organisation

DBB's organization is growing with the expansion of the fleet. The number of office staff within DBB has grown both with people from the renewable industry, maritime industry and with people from other related industries.

DBB is constantly seeking to acquire and retain skilled personnel, who can ensure that the Group fulfils its customers' demands. DBB consistently work to keep the number of office staff to a minimum, in order to maintain an agile organization and ensure a fast response time to both changes and market demands.

To assist the DBB team, the Group has teamed up with a close network of competent sub suppliers.

The industry, in which the Group operates, is of a complex nature and servicing wind turbines at sea requires significant experience. DBB possess the organizational experience required to understand what is needed to provide customers with the right services.

As of the date of this Prospectus, DBB employs 61 people. The new crew for J/U WIND PIONEER has already commenced work at DBB and are currently in training on the Yard or on board J/U WIND. About 90 percent of the crew for J/U WIND SERVER is also already recruited and has been assisting the Site team at Nordic Yards. DBB expects to hire a total of 24 crew members for J/U WIND SERVER, operating the vessel with two 12-man crew teams.

As mentioned the detailed industry knowledge is essential to successful operation of the vessels. The seniority of DBB vessel crew and office staff, as well as their individual experience in the specific offshore wind industry is shown in the below graph. Note that the average industry experience of DBB key personal is almost four years, which shall be seen in comparison to the fact that the entire offshore wind industry is only some 14 years old.

DBB KEY PERSONELL EXPERIENCE TRACK RECORD

0

2

4

6

8

10

12

14

Years

With company In industry Average in industry Average with company

Source: DBB

6.8 Management and Board of Directors of the Guarantor

6.8.1 Management of the Guarantor

Thorsten Jalk

Chief Executive Officer since 2011

Born in 1967

44

Danish

Havepladsvej 28 1, DK-7000 Fredericia, Denmark

Education: Graduated in 2010 with a Master in Transport and Maritime Management (MTMM) from University of Southern Denmark.

Previous commitments: Mr Jalk has experience from being an owner and senior consultant at WayPoint Consult ApS in Denmark. During the period 2000 to 2011 Mr Jalk worked for A2SEA A/S where he held the following positions: Head of Service Solutions (2007-2011), Director of Marine Operations (2005-2007) and Logistics Manager (2000-2005). Mr Jalk also has background in the Danish Army during the years 1987 until 2000.

Rasmus Mühlebach

Chief Financial Officer since 2012

Born in 1980

Danish

Education: Graduated in 2007 with a Master of Science in Business Administration and Commercial Law and a Bachelor of Science in Economics and Corporate Law from Aarhus School of Business (Aarhus University).

Previous commitments: Mr Mühlebach has experience from being Chief Financial Officer (2009-2012) and Business Developer (2008-2009) for NordEstate A/S and from being Project Developer for Real Gruppen during 2007-2008. Since 2005 Mr Mühlebach is also the owner of Mühlebach which offers consulting services.

6.8.2 Key Employees

Ole Jacob Wang Nielsen

Head of Sales & Marketing since 2013

Born in 1982

Danish

Education: Bachelor in international business from International Business College.

Previous commitments: Mr Nielsen has experience from being Regional Manager (2011-2013), Business Development Manager (2010-2011) and Manager of Service Solutions (2007-2010) at A2SEA. Mr Nielsen has also worked as Senior Sales Executive for UNISCAN (2005-2007), Jr. Project Manager for Kyodo Corporation (2004-2005) as well as Shipping Agent for Blue Water Shipping (2001-2004).

Per Bjørn Kristensen

Head of Technical Development since 2008

Born in 1945

Danish

Education: Bachelor of Commerce from Aarhus Business Collage and studies within Naval Architecture from Helsingør Teknikum.

Previous commitments: Mr Kristensen has experience from being an Independent Consultant for PBKConstruction (2003-2007) and Project Manager at Ole Rune Design (2002-2003). Prior to that he worked as a Ship Inspector for Rohde Nielsen (1999-2002) and as a Naval Architect for Århus Flydedok (1973-1999).

Mads Albér

Safety & Quality Manager since 2012

Born in 1971

Danish

Education: Graduated in 2006 from the University of Southern Denmark and he also holds a degree in navigation from Marstal Navigationsskole.

Previous commitments: Mr Albér was Operations Manager at Fred. Olsen Windcarrier for almost one and a half years. He has also previous experience from DBB during the period October 2008 to August 2011 as Master Mariner (2009-2011) and HSQE Manager (2008-2009). After graduation and before DBB he was SQE Manager

45

(2008) and Marine Superintendent (2006-2008) for Clipper Group.

Ulrik Jessen

Head of Operations since 2012

Born in 1972

Danish

Education: Graduated in 1994 with a Master’s Degree from Svendborg International Maritime Academy (SIMAC) and he has also studied at the Business Academy of Aarhus.

Previous commitments: Mr Jessen has experience from being Captain & Crew Coordinator at Færgen A/S (2008-2012), Captain/Operations Coordinator (2007-2008) and Chief Officer (2000-2007) at Samsø Linien A/S as well as First-/Chief Officer at Scandlines Cat-link A/S and Mols-Linien A/S (1998-2000), Junior Officer at A. P. Møller (1996-1998) and Officer in the Royal Danish Navy (1995-1996).

Ove C. Eriksen

Founder and Strategic Advisor

Born in 1960

Danish

Education: Electrician

Borneovej DK-8000 Aarhus C, Denmark

Previous commitments: Founded Dansk Bjergning og Bugsering A/S (Danish Salvage and Towing Company) in 1987. Founded DBB Jack-up Services in 2007. Founded DBB ROV Services in 2009, DBB ROV provides underwater ROV (Remote Operated Vehicles) services. Acquired Svendborg Uddybning in 2009, Svendborg Uddybning (Svendborg Dredging) provides services within the dredging industry.

6.8.3 Board of Directors of DBB

Vagn Lehd Møller

Chairman of the board since 2011

Born in 1946

Danish

Henrik Hertz Vej 4, DK-2920 Charlottenlund, Denmark

Education: Studies within Management at CEDEP (European Center For Executive Development), INSEAD (The Business School for the World) and University of Western Ontario.

Current commitments: Mr Møller is Chairman of the board of directors in Scan GlobaL Logistics A/S. He is also member of the board of directors in Jack-Up InvestCo 3 Plc. (The Issuer) and Costamare Inc.

Previous commitments: Mr Møller has experience from A.P. Møller-Maersk where he worked his entire career with different positions, latest as Executive Vice President and Chief Operations Officer at Maersk Line. He has also held numerous positions as Chairman or member of the board of directors of a number of A.P. Møller-Maersk affiliated companies.

Esben Bay Jørgensen

Member of the board since 2006

Born in 1969

Danish

Avderødvej 27C, DK-2980 Kokkedal, Denmark

Education: Master of Science in Economics and Business Administration from Copenhagen Business School,

McGill University, Montreal, and Università degli Studi di Siena, Italy.

Current commitments: Mr Jørgensen founder, partner and member of the investment committee at Odin Equity

46

Partners founded in 2005. He serves as member of the board of directors in DBB and five of the funds other companies.

Previous commitments: Prior to founding Odin Equity Partners in 2005, Mr Jørgensen worked with the consultancy firm AlixPartners in London specialized in improving corporate financial and operational performance and executing corporate turnarounds. Before that, Mr Jørgensen spent some eight years with The Boston Consulting Group in the Stockholm, San Francisco and Copenhagen offices advising corporate clients and private equity firms on corporate strategy, M&A and operational improvements.

Lars Thorsgaard Jensen


Born in 1974

Danish

Avderødvej 27C, DK-2980 Kokkedal, Denmark

Education: Master of Science in Management & Economics (Cand. Oecon) from Aarhus University.

Current commitments: Mr Jensen is a Director at Odin Equity Partners since 2010. He serves as Member of the board of directors in DBB and two of the funds other companies.

Previous commitments: Mr Jensen has a background within investment banking. He has previously worked for six years as a Director at Carnegie Investment Banking in Copenhagen, advising Nordic companies on M&A and capital markets transactions. Prior to this he worked for two years at Morgan Stanley Investment Banking in London.

Ove C. Eriksen


Please see section 6.8.2 for further information on Mr Eriksen.

Jeppe Ørskov


Born in 1965

Danish

Havnepladsen 16, 9900 Frederikshavn, Denmark

Education: Mr. Ørskov studied mathematics before graduating as a ship engineer from Helsingør Teknikum.

Current commitments: Mr Ørskov has served as the CEO of Orskov Yard A/S since 2003, a company controlled by Mr. Ørskov and his siblings.

Previous commitments: After graduating, Mr Ørskov began his career at Morten & Co in Miami, USA, working with ship repairs in the Port of Miami. After this he worked for PEP Shipping Miami, responsible for operations and crewing of a fleet of five ships operating out of Miami. In 1991, Mr Ørskov returned to Denmark and commenced working in the management of the family company Ørskov Christenens Staalskibsværft (ØCS Group).

Jeppe Ørskov is the owner of Orskov yard together with his family. Orskov yard is the yard where J/U WIND PIONEER is being converted. Other than this none of the persons in this Section 6.8 have any potential conflict of interests between their duties to the Issuer or any other duties and their private interests.

6.8.4 Corporate Governance

Neither the Issuer nor the Guarantor is listed on a stock exchange and the companies are therefore not subject to any corporate governance requirements.

6.9 DBB ownership structure

6.9.1 Overview of shareholders

47


-GUARANTOR-

(Denmark)

0.8% 16.5%25.9% 56.8%

Jack-up Holding A/S

(Odin Equity Partners)

OY Finans ApS

(Jeppe Ørskov)

Dansk Bjergning &

Bugsering Holding ApS

(Ove Eriksen)

Management/

Chairman

6.9.2 Jack-up Holding A/S - Odin Equity Partners

Jack-up Holding A/S is Odin Equity Partners investment vehicle for the funds’ investments in DBB. The company has no material assets other than the shares of the Guarantor. Jack-up Holding A/S has no interest bearing liabilities.

Odin Equity Partners is an owner-managed and independent investment company (private equity fund) based in Denmark. Odin is a generalist buyout fund that invests in smaller and medium sized companies with a revenue range of DKK 200-1,000 million (EUR 25-125 million). Odin Equity Partners was founded in 2005 as an independent and owner-managed private equity fund.

Odin is currently investing its second fund, Odin Equity Partners II K/S, a DKK 1.5 billion fund (EUR ~200

million). In close partnership with its co-owners and management in our portfolio companies, Odin Equity Partners aim is to create fundamental and long term value through strategic add-on acquisitions, operational improvements and a professionalization of the leadership structures in each company.

To Odin, "active ownership" is the key to success. Odin always combines capital with strategic aptitude and real hands-on operational capabilities to secure growth and success. The fund seeks an equity majority in all of its companies, but aim to establish a strong professional shareholder structure in which management and former family owners often co-invest along-side the fund.

Odin believes strongly in the effect of the human factor behind major achievements. For this reason, Odin always ensures that it works with a competent and professional management team in all portfolio companies. Odin also seeks to draw on a strong network of industrial advisors to support both the portfolio management teams and Odin itself in its internal deal screening and due-diligence processes.

Odin invested in DBB in 2012 and the fund generally has an investment horizon of 4-7 years.

Odin has invested about DKK 525 million, equivalent to some 35 percent, of its second fund. Odin, alongside one of its key investors, the Danish pension fund Pensam, have to date in total invested more than EUR 48 million in equity and subordinated debt in DBB. PenSam has contributed a subordinated loan of DKK 150 million (EUR ~20 million) (please see section 6.10.1 for further information about the PenSam subordinated loan).

6.9.3 Danske Bjergning og Bugsering Holding ApS

In addition to its shareholding in the Guarantor, Danske Bjergning og Bugsering Holding ApS owns Dansk Bjergning og Bugsering A/S (Danish Salvage and Towing Company) which focuses on salvage and towing operations, specialized heavy lift and ROV operations. The company currently operates the Tug boat Asterix and the heavy lift barge Samson. Mr. Ove Eriksen who also handles the day-to-day administration of the company and the vessels controls the company. The vessels are crewed by the company’s own seamen. Further to this the Company owns DBB ROV that provides underwater ROV (Remote Operated Vehicles). As of year-end 2012, Danske Bjergning og Bugsering Holding ApS total book assets amounted to DKK 180.2 million and total book equity amounted to DKK 117.1 million.

6.9.4 OY Finans ApS

Besides shareholding in the Guarantor, the company is part of the Orskov Group, which owns and operates Orskov Yard in Frederikshavn. As of year-end 2012, OY Finans ApS total book assets amounted to DKK 220.5 million and total book equity amounted to DKK 149.7 million.

6.10 DBB debt overview

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6.10.1 PenSam subordinated loan

On 5 July 2012 the Guarantor entered into a subordinated loan agreement with PenSam Liv forsikringsaktieselskab for DKK 150 million (EUR ~20 million). As of 30 September 2014, DKK 187.3 million was outstanding under this loan agreement including accrual of fourteen months interest. Repayment shall take place on 5 September 2018, six years from the facility disbursement. Upon change of control, sale or listing of the Guarantor, the subordinated loan shall be pre-paid in full. The loan can be repaid earlier by the borrower however against a repayment fee in the first 24 months following disbursement. The loan is unsecured and carries PIK interest, a small amount of cash interest and a small amount of projected return in the form of warrants. The loan is subordinated to all senior indebtedness, being defined as e.g. any agreement whereby senior loan facilities are granted to the Guarantor and/or its subsidiaries. Accordingly the loan is subordinated to the guarantee obligations of the Guarantor under the Bond Issue.

General undertakings include negative pledge with exemption for permitted security (which include security offered to senior lenders), no disposal of assets in excess of DKK 5 million unless proceeds are applied to service/repay senior indebtedness or subordinated indebtedness or growth initiatives, no distribution, no refinancing or additional borrowing in the Guarantor or its subsidiaries without the consent of PenSam. A waiver is required from PenSam from these general undertakings with respect to the Bond and the security package provided thereunder including any refinancing thereof.

Default provisions include a standstill provision where after the lender may not take any enforcement action apart from (i) converting debt into shares or call for corresponding voting rights to be transferred to the lender, and (ii) appointing a board member with veto in material decision concerning investments/divestments and dissolution and refinancing of the borrower or subsidiaries. The agreement is subject to Danish law and arbitration in Copenhagen, Denmark.

6.10.2 J/U WIND bank facility

The Guarantor has entered into two loan agreements with Spar Nord Bank A/S with remaining outstanding amount as of 30 September 2014 of respectively DKK 34.2 million (matures in 2017) and DKK 14.6 million (matures in 2019). Both loans are 5 years annuity loan with monthly payments. The interest rate is decided by the bank lender. The loan may be terminated by the borrower with immediate repayment, and by the bank lender with repayment date 14 days following notice of termination, which is a standard term in all financing agreements with Spar Nord.

The loan is secured with a first lien mortgage over J/U WIND and guaranteed by Jack-Up InvestCo 2 A/S.

6.10.3 J/U WIND crane financial lease

In March 2010 the Guarantor entered into a financial leasing agreement with Nordea Finans Danmark A/S with Company registration number 89805910 for DKK 38,253,025 related to the Liebherr LTR 11200 main crane of J/U WIND. The leasing period is 60 months, and the last payment under the lease is due on 1 March 2015. Remaining outstanding amount as of 30 September 2014 was DKK 4.1 million. Under the lease the Guarantor shall make monthly leasing payments subject to adjustment for changes in the CIBOR interest reference rate. At the time the lease was entered into the monthly leasing payment, subject to adjustments, was DKK 540,896. Upon expiry of the lease, the Guarantor shall have the right to purchase the crane for a price of DKK 3,825,393.

The lease is guaranteed by former majority owner Dansk Bjergning og Bugsering A/S (Danish Salvage and Towing Company) plus deposit of DKK 3,825,393. The lease includes a financial covenant requiring the ratio of equity (including minority interests) and subordinated loans to total assets to be at least 30 percent or higher. The leasing agreement is on standard Nordea terms and governed by Danish law. Title to the crane remains with Nordea. The loan is secured with a third lien mortgage over J/U WIND and guaranteed by Danske Bjergning og Bugsering Holding ApS.

Remaining outstanding amount of financial leases as of 30 September 2014 was DKK 4.6 million, besides the crane lease, the Guarantor has entered into two car leases.

6.10.4 J/U WIND PIONEER bank facility

Jack-Up InvestCo 2 A/S has entered into a loan agreement with Spar Nord Bank A/S for the financing of J/U WIND PIONEER . The loan was a 5 year annuity loan with monthly payments. Remaining outstanding amount as of 30 September 2014 was DKK 184.5 million (maturity in 2019). The interest rate is decided by bank

lender. The facility can be terminated by the borrower with immediate repayment, and by the bank lender with repayment date 14 days following termination notice, which is a standard term in all financing agreements with Spar Nord.

The loan is secured with a first lien mortgage over J/U WIND PIONEER and guaranteed by the Guarantor.

49

6.10.5 Revolving credit facility

The Guarantor has entered into a credit facility agreement with Spar Nord Bank A/S for DKK 30 million. Outstanding amount as of 30 September 2014 was DKK 0. The interest rate is decided by bank lender. The facility can be terminated by the borrower with immediate repayment, and by the bank lender with repayment date 14 days following termination notice, which is a standard term in all financing agreements with Spar Nord.

The loan is secured with a second lien mortgage over J/U WIND and guaranteed by Jack-Up InvestCo 2 A/S.

6.10.6 Guarantor shareholder loans

The direct shareholders of the Guarantor have each provided a subordinated shareholder loan to the Guarantor. As of 30 September 2014 the following loans were outstanding:

DKK 24.2 million of principal amount and accrued payment in kind (PIK) interest was outstanding under a subordinated shareholder loan granted by Jack-up Holding A/S (Odin Equity Partners’ investment vehicle).

DKK 13.4 million of principal amount and accrued payment in kind (PIK) interest was outstanding under a subordinated shareholder loan granted by Dansk Bjergning & Bugsering Holding ApS.

DKK 3.5 million of principal amount and accrued payment in kind (PIK) interest was outstanding under a subordinated shareholder loan granted by OY Finans ApS.

The interest is added to the principal yearly (payment in kind) and to be paid to lenders upon repayment of the loans.

The shareholder loans are subject to a subordination deed stipulating that such loans will not have any amortization or maturity date or pay any cash interest prior to the maturity of the Bond Issue, the shareholder loans is fully subordinated to the Bond Issue and have no right to accelerate for as long as any amount is outstanding under the Bond Issue.

6.11 Related party agreements of DBB

The following is a complete overview of all related party agreements of DBB, except for the related party agreements to which the Issuer is a party. "Related party agreements" include for this purpose any agreements (i) among group companies and shareholders in DBB or their related companies, or (ii) among shareholders in DBB or their related companies:

Shareholder Agreement dated 9 December 2011 (as amended) between Jack-up Holding A/S, Danske Bjergning og Bugsering Holding ApS og OY Finans ApS concerning their shareholdings in the Guarantor. The agreement includes shareholders reserved matters including consent among the shareholders for sale of any vessel owned by the group provided however that security in vessels and sale of vessel upon demand from lender only requires majority board approval where majority shall include representatives of more than one shareholder.

DBB has entered into a conversion contract with Orskov Yard A/S in respect of J/U WIND PIONEER. Orskov Yard A/S is a legal entity controlled by Jeppe Ørskov. Jeppe Ørskov is a member of the board of directors of DBB and controls OY Finans ApS who owns 16.5 percent of the shares of the Guarantor.

DBB has entered into a lease contract with Dansk Bjergning og Bugsering Holding A/S in respect of the offices that is DBB headquarters in Aarhus. The lease also includes related services and the assistance of Ove Eriksen in the daily operation of the Guarantor. Dansk Bjergning og Bugsering Holding A/S is an legal entity controlled by Ove Eriksen. Ove Eriksen is a member of the board of directors of DBB and controls Dansk Bjergning og Bugsering Holding A/S who owns 25.9 percent the shares of the Guarantor.

For an overview of the related party agreements of the Issuer, please see section 5.8.

Other than the agreements referred to above, DBB has not entered into any related party agreements.

6.12 Legal disputes of DBB

The Guarantor is not as of the date of this Prospectus, nor has it been since its inception, involved in any involved in any legal, governmental or arbitration proceedings. There are no such proceedings which are pending or threatened.

50

7 THE MARKET

Market data and certain industry forecasts used in this Prospectus have been obtained from internal surveys, reports and studies, as well as market research, publicly available information and industry publications. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. The Issuer has not independently verified such information and therefore cannot guarantee its accuracy and completeness. The information in this Prospectus that has been sourced from third parties has been accurately reproduced and, as far as the Issuer is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

In this Prospectus, the Issuer makes some statements regarding its own competitive and market position. While the management believes that its internal surveys, estimates and market research are reliable, the Issuer has not independently verified this information.

7.1 Industry introduction

DBB competes in the market for jack-up vessels used for O&M services in European offshore wind parks.

Offshore wind parks are deliberately placed in the harshest offshore environments available to maximize average wind speeds and offshore WTGs require substantial maintenance work over their economic life span. When operating an offshore wind park, access to the WTGs is continuously required to conduct minor adjustments and miscellaneous repair work. Such minor maintenance work is carried out by smaller crew vessels with onboard technicians working full time basis for the parks O&M setup. If major repairs or replacements are required, larger jack-up vessels with sufficient crane capacity are required. Such operations can typically consist of replacing the gearbox, main shaft, blades, generators or blade bearings on a WTG. There are mainly two types of major component repairs. Either retrofits, when a main component is replaced which also demands that all WTGs of that type have to be served, or repairs required due to wear and tear.

When an offshore wind park has been installed, the operation & maintenance of the WTGs is normally managed by original equipment manufacturers (“OEM”) under a 5-year warranty period. During this warranty period, the responsibility for providing the jack-up vessel is normally a part of that overall warranty contract. Once the warranty period expires, the park owners can elect to either enter into a new O&M program with the OEM (or another third party) or take over O&M responsibility themselves. Because of this the demand side of the

market for jack-up vessels used in the O&M of offshore wind parks comprise of both the OEMs who construct and install offshore wind parks and the utility companies that who owns the wind parks.

Up until this point there have been almost no investments in the market for specialized O&M service jack-up vessels. As a result, the supply side of the market for O&M jack-up vessels is relatively immature and made up of smaller mix of vessels with variable ability to meet the O&M requirements of the markets demand side.

7.2 Demand

The main long term demand driver for the market for jack-up vessels used for O&M services in offshore wind parks are the number of installed offshore WTGs. Going forward, both new installed capacity and the ageing of the WTGs already installed will contribute to an increased demand for such jack-up vessels.

7.2.1 European offshore wind industry

While first electric power generating onshore wind turbines were developed over a century ago, the offshore wind industry is still in its infancy. The first offshore wind farm in the world was inaugurated in 1991 off the coast of Denmark. 21 years later, as of the end of 2012, the global installed offshore wind capacity has reached 5,538 MW. 90 percent of this global capacity was installed in Europe (4,995 MW), making the region the clear world leader in offshore wind Energy.

GLOBAL INSTALLED OFFSHORE WIND CAPACITY (MW)

51

1%

9%

90%Japan

China

Europe

Source: EWEA report “The European offshore wind industry - key trends and statistics 2012”

Since the beginning of the European offshore wind market in 1991, the installed capacity has increased rapidly, especially in the years from 2007 to 2012. During this period, the trend has been for wind parks to grow larger

and turbines to grow bigger. While the first European offshore wind park, developed by DONG Energy, contained 11 WTGs with a collective capacity of 4.95 MW, the average capacity of each individual turbine installed during 2012 had reached 4 MW. Construction of the first phase of the largest offshore wind park in the world to date, the London Array, was completed in the December 2012. London Array will come on line during spring 2013 and the first phase comprises 175 turbines with a collective capacity of 630 MW. The average capacity of new installed WTGs was two MW per turbine in 2000 and has since then doubled to four MW per turbine in 2012. This trend is expected to continue in the years to come.

INSTALLED OFFSHORE WIND CAPACITY IN EUROPE 2000-2012

36 86 256592 622 712 804

1,1231,496

2,073

2,956

3,829

4,995

0

1,000

2,000

3,000

4,000

5,000

6,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

MW


While Denmark was the cradle of the offshore wind industry, the UK has taken over the role as the leading offshore wind power nation in Europe. The UK’s strong position within todays offshore wind industry is credited both to the fact that as an island nations the UK is naturally suited for offshore wind energy production, as well as substantial support for offshore wind power from British authorities. As of end 2012, the UK was home to 59 percent of the installed offshore wind capacity in Europe, with Denmark as the second largest offshore wind nation with 18 percent of the installed capacity. Other notable countries in the European offshore wind industry include Belgium (with 8 percent of the installed capacity), Germany (6 percent) and the Netherlands (5 percent).

52

GEOGRAPICAHL DISTRIBUTION OF INSTALLED CAPACITY IN EUROPE YE 2012 (MW)

59%

18%

8%6%5%

4%

UK

Denmark

Belgium

Germany

Netherlands

Others


Up until this point, the supply of offshore WTGs has been dominated by a few original equipment manufacturers (OEMs). As of year-end 2012, Siemens had delivered 58 percent of the installed offshore wind capacity in Europe. Vestas and Repower are the second and third largest OEMs and have produced 28 percent and 8 percent of the installed capacity respectively. There is a trend of increased competition among the OEMs for offshore projects, and going forward the industry expects to see a more fragmented OEM landscape. European manufacturers heavily dominate the current market and it is expected that new European entrants and Asian players, such as Samsung and Mitsubishi, will play a larger role in the years to come.

OEM DISTRIBUTION OF INSTALLED CAPACITY IN EUROPE YE 2012 (MW)

58%

28%

8%

3%

3%

Siemens

Vestas

Repower

Bard

Other


The park owner side of the European offshore wind market is more fragmented than the OEM side of the industry, but is still characterized by a limited number of large utilities and energy companies. The Danish integrated energy and utility company DONG Energy retains the position as the world’s largest offshore wind park owner, owning 22 percent of Europe’s installed capacity as of the end of 2012. Other major European wind park owners include Vattenfall, E.On and RWE owning 15 percent, 11 percent and 10 percent of the installed capacity as of year-end 2012 respectively. A notable characteristic of the European offshore wind industry is however that approximately 29 percent of the installed capacity is owned by owners with a market share in terms of installed capacity ownership of 3 percent or less.

53

PARK OWNER DISTRIBUTION OF INSTALLED CAPACITY IN EUROPE YE 2012 (MW)

22%

15%

11%10%

7%6%

3% 3% 3% 3%

17%

0%

5%

10%

15%

20%

25%

Market share

(MW)


The rapid growth in European installed offshore wind energy capacity experienced over the last decade is expected to continue over the years to come. Four European offshore wind farms were fully completed and grid connected during 2012, with another 14 wind farms under construction and seven farms with preparatory work commenced as of the end of the year. Once these farms are completed, they alone will almost double the installed offshore capacity in Europe and add an additional 4,460 MW over the next few years to a cumulative installed capacity of 9,455 MW1.

In addition to the capacity already under construction, the European Wind Energy Association (EWEA) has identified an additional 18,4 GW of consented offshore wind farms in Europe and future plans for offshore wind farms totalling more than 140 GW2. While there is considerable uncertainty related to whether or not a large portion of this future capacity will ever reach the investment stage, this extensive portfolio of future potential projects creates a strong foundation for continued growth in the European offshore wind industry in the decades to come.

EUROPEAN OFFSHORE WIND ENERGY OUTLOOK

18,400

4,460

4,995

0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000

Consented

Under construction

Installed

MW


1Source: EWEA report “The European offshore wind industry - key trends and statistics 2012” 2Source: EWEA report “The European offshore wind industry - key trends and statistics 2012”

54

More than one third of the consented offshore wind power capacity identified by EWEA is domiciled in Germany. Under the plan, large wind turbines will be installed further off the coastlines, where the wind blows more consistently and the impact on the population is reduced. With only 6 percent of the current installed capacity Germany is currently not a large offshore wind nation, but this is expected to change as portions of the consented capacity is realized. The Netherlands is also expected to become a more important market, while UK is likely to remain the leading wind power nation in the years to come.

GEORGRAPICAHL DISTRIBUTION OF CONSENTED OFFSHORE WIND CAPACITY

38%

15%

10%

9%5%

4%4%

4%4%

4%2%0

2

4

6

8

10

12

14

16

18

20

MW


EWEA estimates that the cumulative installed European offshore wind capacity will have multiplied eight times

compared to 2012 levels and reach 40 GW by 2020. These 40 GWs of installed capacity is expected to produce 148 TWh of electricity and supply approximately 4 percent of the electric power consumption in Europe.3

PROJECTED INSTALLED OFFSHORE WIND CAPACITY IN EUROPE (GW)

58.1

10.914

17.4

21.6

26.7

33.1

40.1

0

5

10

15

20

25

30

35

40

45

2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

GW

Source: EWEA report “Wind in our Sails The coming of Europe’s offshore wind energy industry – 2011”

The growth in installed European offshore wind capacity experienced over the last decade has largely been

3 Wind in our Sails - The coming of Europe’s offshore wind energy industry, A report by the European Wind Energy Association

– 2011. http://www.ewea.org/fileadmin/ewea_documents/documents/publications/reports/23420_Offshore_report_web.pdf

55

driven by a political push towards renewable energy and energy self-sufficiency within the EU. The European Union has stated an ambition for renewable energy to cover 20 percent of its energy need in 2020, up from 8.5 percent in 2005. The National Action Plans show that one third (34%) of EU electricity demand will be supplied from renewables by 2020. Wind energy will generate 14% of Europe’s total electricity demand in 2020 (494 TWh from 213 GW installed capacity), more than any other renewable source, up from 4.2% in 2009.4 Offshore wind power is currently relativly expensive to develop compeered to onshore wind power and other energy sources. As such future growth in installed offshore wind capacity is influenced by the prevailing subsidy

regimes in the respective key European countries. The cost of developing offshore wind parks are however expected to decrease as the industry matures.

7.2.2 European O&M jack-up vessel demand

The European demand side for O&M jack-up vessels services are constituted by OEMs who provide O&M services under warranty contracts (or subsequent O&M programs entered into after the expiry of the initial warranty period) and park owners who have elected to take over the service responsibility after the OEM warranty period has expired. Based on an internal analysis of the O&M responsibility in the different offshore wind parks already installed and currently under construction in Europe, DBB has forecasted the demand distribution for O&M jack-up vessel services during 2013 and 2014. Due to its historically strong position in the OEM market and the fact that a large portion of the currently installed capacity is still in the initial warranty period, Siemens will have a dominating position in the next years to come. DBB estimates that Siemens will be responsible for 47 percent of the demand for O&M jack-up vessel services and Vestas for 13 percent, while the park owning companies DONG Energy (12 percent), Vattenfall (9 percent) and E.On (6 percent) will be the other major sources of demand.

EUROPEAN O&M JACK-UP DEMAND 2013-2014

47%

13%

12%

9%6%

4%

9%

Siemens

Vestas

DONG Energy

Vattenfall

E.ON

Repower

Other

Source: Estimate by the Issuer

It is currently the trend in the industry that offshore wind park owners take over the full O&M responsibility when the initial warranty period runs out. This has been the case for all DONG Energy and Vattenfall sites and expected to be the case for the German utility company E.On. Together these three companies own almost half of the offshore wind capacity installed in Europe as of year-end 2012. Expiring warranty periods on already installed capacity and O&M responsibility to a larger extent being assumed by the park owners, combined with increased competition in the OEM landscape, is expected to result in an increasingly fragmented market for O&M jack-up vessel services over the years to come.

The need for jack-up vessels for O&M work arises when major repair incidents or replacements occurs on a WTG or when it becomes economically beneficial to retrofit a larger number of WTGs with new parts. Based on the current situation, as well as an increase in reliability of future WTG models, it is expected that 5 percent to 7 percent of the installed offshore WTGs will experience major repair incidents requiring jack-up vessel services each year. Based on their operational experience, DBB expects that such incidents in average will require six vessel days per service intervention. Based on these assumptions, the expected number of installed offshore WTGs and expected retrofitting, the demand for vessels days is expected to approximately double from 2012 levels by 2015. By 2018, the required annual vessel days for O&M work is expected to have increased to between 2300 and 3200.

ESTIMATED ANNUAL O&M JACK-UP VESSEL SERVICE DAYS

4 http://www.ewea.org/news/detail/2011/01/04/eu-will-exceed-renewable-energy-goal-of-20-percent-by-2020/

56

Source: Estimate made in cooperation between MAKE Consulting and DBB

The expected rapid growth in annual jack-up vessel days required by the industry to operate and maintain the installed offshore WTGs forms the basis for expected vessel demand. The currently installed capacity as of year-end 2012 is sufficient to employ two and three jack-up vessels working all year with O&M related tasks. The demand for dedicated jack-up vessels for O&M services is expected to gradually increase to between seven and ten vessels by 2018, as new offshore wind capacity is installed.

NUMBER OF VESSELS

Source: Estimate made in cooperation between MAKE Consulting and DBB

The trends in the development of future offshore wind parks are also expected to influence the demand for jack-up vessels required for O&M work. EWEA has conducted a study mapping the distance from shore and water depth of European offshore wind parks currently installed, under construction and consented. This study reveals a clear trend of future wind parks being constructed on deeper waters further from the mainland. At the same time, increasing capacity per turbine will also lead to an increased height of future WTG models. As a result of these trends, jack-up vessels with limited water depth capabilities below 30 meters, vessels ill adapt for operations far off the coast and vessel without the necessary crane boom length capacity will be excluded from an increasing part of the market as these future projects are developed.

DISTANCE FROM SHORE VS. WATER DEPTH OF EUROPEAN OFFSHORE WIND PARKS

57


7.3 Supply

In the 2000s, the European offshore wind market was characterized by an undersupply of specialized jack-up installation vessels. This undersupply caused substantial project delays and forced the wind park constructors to source vessels developed for the oil and gas industry in order to complete WTG installations. As a reaction to this, the fleet of specialized jack-up installation vessels has expanded over the last decade. While large investments have been made both the market for specialized installation jack-up vessel (designed to erect and install new WTG) and market for smaller crew transfer vessels, there have been almost no investments in the market for specialized O&M service jack-up vessels. As a result, the supply side of the market for O&M jack-up vessels is relatively immature and made up of smaller mix of vessels with variable ability to meet the O&M

requirements of the markets demand side.

Bellow follows a comprehensive list of the jack-up vessels that currently compete for O&M assignments in the offshore wind industry (based on the market insight of DBB):

Source: The Issuer

In addition to the vessels listed above, some installation vessels have also been used for O&M between construction projects, but these are generally too large and expensive for the task and would likely not be chosen if a dedicated O&M jack-up was available.

While there are several vessels from time to time competing for O&M service assignments, the majority of these vessels are not dedicated and designed specifically for O&M services, but rather as general offshore support vessels. Not being optimized for offshore O&M wind assignments, these vessels are often not optimal for O&M assignments.

The barriers to entry in O&M jack-ups is lower than for installation vessels but much higher than for smaller crew transfer vessels mainly due to vessel build cost. There is a risk of over-supply of installation vessels and a number of these have been rumoured to be suitable for O&M as a “second-life” to restart their life cycle. DBB’s opportunity to increase barriers to entry will be their first-mover advantage and offering a diversified O&M package to avoid only competing on vessel day rates. As part of this strategy, DBB is developing a subsea survey and inspection concept using their in-house ROV (remotely operated vehicle) capabilities and

58

equipment. The need for inspection of foundations, cables, scour protection etc. is expected to increase rapidly and will be of high value to especially the park owners.

59

8 TAXATION

8.1 Certain Norwegian tax matters 8.1.1 Introduction This section 8.1 includes a summary of certain Norwegian tax matters related to the purchase, holding and disposal of the Bonds. The summary is based on Norwegian law, rules and regulations applicable as of the date of this Prospectus, and is subject to any changes in law occurring after such date. Such changes could possibly be made on a retroactive basis. This section 8.1 does not address foreign tax laws. The summary is of a general nature and does not purport to be a comprehensive description of all the Norwegian tax considerations that may be relevant for a decision to acquire, own or dispose of the Bonds. Specific tax consequences may occur for different categories of bondholders, e.g. if a bondholder ceases to be tax resident in Norway etc. Norwegian tax legislation does not currently include statutory legislation relating specifically to the Bonds. Instead, taxation treatment must be derived from general tax rules and principles applicable to capital income and capital gains. Norwegian tax law is based on substance over form. If the terms of the Bonds include conditions which are common to equity instruments, after an overall assessment, have more characteristics of equity instruments rather than debt, the economic reality might overrule the formalities for income tax purposes. Thus the applicable terms of the Bonds may cause the taxation of the Bonds to depart from the taxation treatment described in this summary. In the following, it is assumed that the Bonds do not qualify as equity instruments for income tax purposes. This summary is solely related to holders of Bonds who are resident in Norway for tax purposes ("Norwegian Bondholders"). However, companies incorporated and resident abroad are liable for tax in Norway on distribution and gains from Bonds in the same manner as Norwegian resident companies, if the Bonds are effectively connected with a business carried out through a permanent establishment in Norway. Due to the general nature of this summary, potential investors are advised to consult with and rely on their own tax advisers. 8.1.2 Taxation on distributions to the bondholder

Norwegian Bondholders, both physical persons and companies, are liable for tax in Norway for interest payments or similar payments in respect of Bonds classified as debentures for Norwegian tax purposes. The tax rate is 27 per cent.

8.1.3 Taxation on sale and redemption of the Bonds Norwegian Bondholders, both physical persons and companies, are taxable in Norway in respect of capital gains on the sale and redemption of the Bonds and have a corresponding right to deduct losses that arise from such redemption or realisation. The tax liability applies irrespective of how long the Bonds have been owned and the number of Bonds redeemed or realised. Gains or losses are calculated per Bond as the consideration received in respect of the Bond less the tax basis of the Bond. The tax basis of each Bond is generally the Norwegian bondholder's purchase price for the Bond. Costs incurred in connection with the acquisition, redemption or realisation of the Bond may be deducted from the Norwegian bondholder's taxable ordinary income in the year of redemption or realisation. Gains are taxable as ordinary income in the year of sale or redemption, and losses can be deducted from ordinary income in the year of sale or redemption. Norwegian Bondholders holding Bonds issued with a discount (compared to the nominal value) will also be taxed in the year of realisation of the Bond. The tax rate for ordinary income is 27 per cent. If the Norwegian Bondholder owns Bonds acquired at different points in time, the Bonds that were acquired first will be regarded as the first to be disposed of, on a first-in, first-out basis (the FIFO principle).

8.1.4 Norwegian withholding tax Norwegian withholding tax is not applicable to payments in respect of interest or similar payments on the Bonds or on capital gains on sale or redemption of the Bonds. 8.1.5 Net wealth tax Norwegian Bondholders that are limited liability companies and similar entities are not subject to net wealth taxation in Norway.

60

Norwegian Bondholders that are physical persons are subject to net wealth taxation in Norway. Bonds are included as part of the taxable base for this purpose. The value for assessment purposes for listed bonds is the listed value as of 1 January in the year of assessment. Unlisted bonds are generally valued at face value. The maximum aggregate rate of net wealth tax is currently 1 per cent. 8.1.6 Foreign taxes

Income taxes or capital gains taxes payable by Norwegian Bondholders in other jurisdictions, or withholding tax payable on redemption amounts in respect of the Bonds, may be deducted when calculating the Norwegian tax payable on the same income. The deduction is limited, however, to the corresponding amount of Norwegian tax applicable. The right for both Norwegian and other jurisdictions to tax Norwegian Bondholders directly or through the application of withholding taxes may be limited by an applicable tax treaty. 8.1.7 Inheritance tax As of 1 January 2014 the Norwegian Inheritance Tax was abolished. However, the heir acquires the donor's tax input value of the bonds based on principles of continuity. Thus, the heir will be taxable for any increase in value in the donor's ownership, at the time of the heir's realisation of the bonds. However, in the case of gifts distributed to other persons than heirs according to law or testament, the recipient will be able to revalue the received bonds to market value.

8.2 Certain Maltese tax matters

8.2.1 Introduction The following summary is provided as a general overview of the anticipated Maltese tax implications for Bondholders in relation to the acquisition, holding and disposal of the Bonds, and is based on the laws in force in Malta as of the date of this Prospectus. Accordingly, the statements below are subject to any changes in such laws or their interpretation or application after such date. The following summary does not constitute legal or tax advice and does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to acquire, hold or dispose of the Bonds. The issuer and its advisors do not assume any responsibility in this regard. The information below is based on an interpretation of tax law and practice relative to the applicable legislation in Malta, as known to the Issuer as at the date of this Prospectus. The tax consequences for any acquirer of the Bonds may vary depending on the particular tax circumstances or status of the Bondholder. Investors and prospective investors are urged to seek professional advice regarding both Maltese and any foreign tax legislation which may be applicable to them in relation to the acquisition, holding and disposal of Bonds and any income/gains derived there from.

8.2.2 Taxation on interest from Bonds Any interest payable in respect of the Bonds and derived by a person who is not resident in Malta should be exempt from tax in Malta, whether by way of withholding or otherwise, subject to the satisfaction of the following cumulative conditions: (i) The beneficial owner of the interest is a person not resident in Malta and such person is not owned and

controlled by, directly or indirectly, nor acts on behalf of an individual who is ordinarily resident and domiciled in Malta; and

(ii) The recipient of the interest is not engaged in a trade or business in Malta through a permanent establishment situated in Malta, and the debt claim in respect of which the interest is paid is not effectively connected to such permanent establishment.

8.2.3 Taxation on sale and redemption of Bonds Any gains derived from the transfer or redemption of the Bonds are not subject to tax in Malta as the Bonds are subject to a fixed rate of return.

61

9 FINANANCIAL INFORMATION OF THE ISSUER AND THE GUARANTOR

9.1 Introduction

The following documents can be obtained as set out in Section 10.2 and 10.3:

• Audited annual accounts of the Issuer for 2013;

• Audited consolidated annual accounts of the Guarantor for 2012 and 2013;

• Unaudited Q3 2014 financial statements for the Issuer; and

• Unaudited Q3 2014 consolidated financial statements for the Guarantor.

The annual accounts of the Issuer have been prepared in accordance with IFRS. The 2013 accounts also cover the period from establishment and until 31 December 2013. The annual accounts of the Guarantor have been prepared in accordance with Danish GAAP. Going forward, the Issuer will prepare its financial statements in accordance with IFRS and the Guarantor will prepare its financial statements in accordance with Danish GAAP. Up until and including the Guarantor's interim financial report as per 30 June 2013, the Guarantor’s ownership stake in the Issuer has not been consolidated into the Guarantor’s accounts, but recognised at equity value under the equity method. From and including the Guarantor’s audited consolidated financial report for 2014, the Guarantor’s ownership stake in the Issuer will be recognized under the pro-rata consolidation method in the Guarantor’s consolidated accounts.

Since the date of the latest financial information no material events relevant to the solvency of the Issuer or the Guarantor have taken place. The delivery of J/U WIND PIONEER and J/U WIND SERVER have been delayed which influenced the revenues and increased the CAPEX of the Group. To facilitate the delays and increased CAPEX new loans have been obtained from the Group's other financiers.

There has been no material adverse change in the prospects of the Issuer or the Guarantor since the date of its last published audited financial statements.

There have been no significant changes in the financial or trading position of the Issuer or the Guarantor which

has occurred since the end of the date of the last financial information presented in this Prospectus.

There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer, the Guarantor and/or the Group's financial position or profitability.

9.2 Financial information for the Guarantor

9.2.1 Annual Accounts

This section includes an overview of the key historical financial information of the Guarantor as well as extracts from the income statement and the balance sheet for 2012 and 2013. The financial information in this section is presented both on a consolidated basis and for the Guarantor only. Where the information is consolidated it is presented as "Group" and where the information is for the Guarantor only it is presented as "Parent".

For complete annual accounts for 2012 and 2013, please refer to the cross-reference list in Section 10.2.

Income statement (both consolidated and unconsolidated)

Income statement (DKK '000) 2013 Group

2012 Group

2013 Parent

2012 Parent

Gross profit 57,154 69,382 57,219 69,419

Staff costs -16,119 -11,014 -16,050 -11,014

Depreciation -12,931 -12,652 -12,929 -12,652

Operating profit 28,104 45,716 28,312 45,753

Income from equity investments 0 0 938 -26

62

Financial income 8,641 1,697 21,588 7,596

Financial loss -8,652 -11,519 -21,659 -17,420

Profit before tax 28,093 35,894 29,179 35,903

Tax on profit on ordinary acricities

-2,567 -8,978 -3,653 -8,987

Profit for the year 25,526 26,916 25,526 26,916

Balance sheet (both consolidated and unconsolidated)

Balance sheet (DKK '000) 31.12.2013 Group

31.12.2012 Group

31.12.2013 Parent

31.12.2012 Parent

Assets

Tangible fixed assets 735,562 358,227 202,187 212,395

Fixed asset investments 50,232 56,906 206,321 57,380

Fixed assets 785,794 415,133 408,508 269,775

Accounts receivable 16,606 45,021 140,915 191,657

Liquid assets 43,855 72,020 35,897 70,663

Current assets 60,461 117,041 176,812 262,320

Assets 846,255 532,174 585,320 532,095


Share capital 15,118 15,118 15,118 15,118

Retained profit 249,581 224,055 249,581 224,055

Equity 264,699 239,173 264,699 239,173

Provisions for liabilities 33,482 30,469 25,479 27,603

Long term liabilities 388,226 204,933 200,253 204,933

Current liabilities 159,848 57,599 94,889 60,386

Liabilities 548,074 262,532 295,142 265,319

Equity and liabilities 846,255 532,174 585,320 532,095

9.2.2 Interim accounts

The below is an extract of financial information from the Q3 2014 figures for the Guarantor with comparable figures for the corresponding period in 2013. The financial information is provided on a consolidated basis.

Income statement (DKK '000) Q3 2013 Q3 2014

63

Gross profit 43,744 16,455

Financial costs, net -525 -3,856

Profit before tax 22,090 -10,785

Tax -5,523 2,217

Profit for the year 16,568 -8,569

Balance sheet (DKK '000) Q3 2013 Q3 2014

Assets



Total assets 774,946 935,998


Total equity 255,689 256,131

Provision for liabilities 35,991 31,265


Current liabilities 43,785 12,587



9.3 Key financial information for the Issuer

9.3.1 Annual accounts

This section includes an overview of the key historical financial information of the Issuer as well as extracts

from the income statement and the balance sheet for 2013. The expenses incurred in 2013 are primarily related to administrative costs. For complete annual accounts for 2013, please refer to the cross-reference list in Section 10.2. The Issuer was incorporated in July 2012 and the months of operation in 2012 are covered by the 2013 annual accounts.

Income statement (EUR) 2013

Operating loss -43,928

Loss for the period -43,928

Balance sheet (EUR) 2013

Assets

Total non-current assets 55,382,743

64

Total current assets 495,285

Total assets 55,876,028


Share capital 28,001,200

Retained earnings -43,928

Total Equity 27,957,272

Long term liabilities 26,934,232

Current liabilities 984,524

Total equity and liabilities 55,876,028

9.3.2 Interim accounts

The below is an extract of financial information from the Q3 2014 figures for the Issuer with comparable figures for the corresponding period in 2013.

Income statement (EUR '000) Q3 2013 Q3 2014

Gross profit 0 0

Financial costs, net 15 0

Profit before tax -49 -173

Tax 0 0

Profit for the year -49 -173

Balance sheet (EUR '000) Q3 2013 Q3 2014

Assets



Total assets 37,411 82,528


Total equity -48 27,784

Provision for liabilities 0 0


Current liabilities 0 1,343



65

10 DEFINITIONS AND CROSS REFERENCE LIST

10.1 Definitions

Bareboat Agreement means the bareboat agreement entered into between the Issuer and the Guarantor with respect to J/U WIND SERVER

Bond Agreement means the bond agreement for the Bond Issue dated 3 January 2014 and entered into between the Issuer and the Trustee

Bond Issue means the issuance of senior secured bonds of EUR 40,000,000

Bonds means the bonds contemplated to be issued under the Bond Issue

Bondholder means a holder of Bonds

BWC means Blue Water Capital S.A. which controls 50 percent of the shares in the Issuer

Construction Contract means the contract entered into between the Issuer and Nordic Yards dated 3 August 2012 for the construction of J/U WIND SERVER

DBB or the Group means the Guarantor and all its subsidiaries, for avoidance of doubt including the Issuer

EUR means euro, the lawful currency of the Eurozone

EWEA means the European Wind Energy Association

Guarantee means the guarantee issued by the Guarantor to secure the Issuer's

obligations under the Bond Agreement

Guarantor means DBB Jack-up Services A/S

Issuer means Jack-Up InvestCo 3 Plc.

Manager Pareto Securities AB

Nordic Yards Nordic Yards Holding Wismar GmbH

Odin or Odin Equity Partners means Odin Equity Partners II K/S, which controls the majority of the shares in DBB Jack-Up Services A/S which controls 50 percent of the shares in the Issuer. Odin Equity Partners II K/S is controlled by Odin Equity Partners A/S. Odin Equity Partners A/S is the advisor of the fund Odin Equity Partners II K/S

OEM means original equipment manufacturers

O&M means operation and maintenance

OPEX means operational expenses

QHSE means quality, health, safety and environment

SG&A means selling, general and administrative expenses

Trustee means Nordic Trustee ASA, trustee for the Bondholders under the Bond Agreement.

USD means United States Dollars, the lawful currency of the United States of America

VPS means Verdipapirsentralen ASA

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10.2 Cross-reference list

Document Link to documents

Q3 2014 financial statements for the Issuer (unaudited)

http://dbbjackup.dk/wp-content/uploads/2014/12/JU3.0002014003.pdf

Q3 2014 financial statements for the Guarantor (unaudited)

http://dbbjackup.dk/wp-content/uploads/2014/12/DBBJUS.0002014004.pdf

2013 annual accounts for the Issuer (IFRS) http://dbbjackup.dk/wp-content/uploads/2014/12/JU3.0002014002.pdf

2013 annual accounts for the Guarantor (Danish GAAP)


2012 annual accounts for the Guarantor (Danish GAAP)


The Bond Agreement http://dbbjackup.dk/wp-content/uploads/2014/12/JU3.0002014004.pdf

10.3 Documents on display

For the life of the Prospectus, the documents listed below (or copies thereof) may be inspected at the address of the Guarantor in Borneovej 28, DK-8000 Aarhus C, Denmark.

- Memorandum and articles of association of the Issuer;

- Articles of Association of the Guarantor;

- The financial information listed in Section 10.2; and

- The Guarantee

J/U WIND The offshore jack-up wind turbine O&M vessel identified with IMO Numbers 9107851, owned by the Guarantor

J/U WIND PIONEER The offshore jack-up wind turbine O&M barge identified with IMO Number 8660222, which is under conversion by Orskov Yard A/S and wholly owned by Jack-Up InvestCo 2 A/S, a subsidiary of the Guarantor

J/U WIND SERVER The offshore jack-up wind turbine O&M vessel identified as Nordic Yards Hull No. 212, which is under construction at Nordic Yards Wismar and owned by the Issuer

WTG Wind Turbine Generator

PROSPECTUS - Oslo Børs

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