9 November 2026 - Cadeler plc hereby announces that it has decided to exercise
its rights under sections 70 and 72 of the Danish Companies Act to initiate and
complete a compulsory acquisition of the shares in Cadeler A/S held by remaining
minority shareholders (the "Compulsory Acquisition") in connection with the
redomiciliation of the Cadeler group's parent company from Denmark to the United
Kingdom (the "Redomiciliation").
Reference is made to the stock exchange announcements published by Cadeler A/S
on 21 September 2026, 2 November 2026 and 5 November 2026 regarding the
voluntary share exchange offer made by Cadeler plc to all holders of shares
(including shares represented by American Depositary Shares (ADSs), each
representing four (4) shares in Cadeler A/S) in Cadeler A/S to exchange each
share in Cadeler A/S for one (1) share in Cadeler plc, each with a nominal value
of USD 1.00 (the "Offer") and the section titled "Squeeze-out", in which Cadeler
plc informed the shareholders of Cadeler A/S about the contemplated compulsory
acquisition following completion of the Offer.
Cadeler plc holds shares representing more than 90 per cent of the total number
and of the aggregate voting power of the outstanding shares in Cadeler A/S
following settlement of the Offer. On this basis, Cadeler plc is entitled to,
and has resolved to, exercise its right to complete the Compulsory Acquisition
of the shares held by the remaining minority shareholders of Cadeler A/S in
accordance with sections 70 and 72 of the Danish Companies Act.
Accordingly, all remaining minority shareholders of Cadeler A/S are pursuant to
the attached statutory notice for the Compulsory Acquisition (the "Statutory
Notice") formally requested by Cadeler plc to transfer their shares in Cadeler
A/S to Cadeler plc within a period of four (4) weeks expiring on 7 December 2026
at 23:59 (CET) (the "Compulsory Acquisition Period") at a price of NOK 58.42 per
share in Cadeler A/S of a nominal value of DKK 1.00, as determined by Cadeler
plc in accordance with the Danish Companies Act, being the volume-weighted
average price (VWAP) of the Cadeler A/S shares on the Oslo Stock Exchange (OSE)
over the 30 trading days immediately preceding the initiation of the Offer (the
"Redemption Price"), subject to the terms and conditions of the Statutory
Notice.
Shareholders in Cadeler A/S are informed that, after expiry of the Compulsory
Acquisition Period, Cadeler plc will, against payment of the aggregate
Redemption Price, compulsorily acquire the shares in Cadeler A/S held by the
minority shareholders who have not voluntarily transferred their shares to
Cadeler plc prior to the expiry of the Compulsory Acquisition Period, and
consequently become the sole holder of all issued and outstanding shares in
Cadeler A/S.
The Statutory Notice will be published in the IT systems of the Danish Business
Authority, distributed to the shareholders of Cadeler A/S who have elected to
receive electronic notices of general meetings through the share registry, and
made available on the website of Cadeler A/S with an acceptance form.
With reference to the stock exchange announcements made by Cadeler A/S on 5
November 2026, shareholders of Cadeler A/S are also reminded that the Oslo Stock
Exchange and the New York Stock Exchange have suspended trading of the shares
(and, as applicable, the shares represented by American Depositary Shares) of
Cadeler A/S with effect from 5 November 2026.
DNB Carnegie, part of DNB Bank ASA, is acting as settlement agent in connection
with the Compulsory Acquisition and Computershare Inc. is acting as exchange
agent and Georgeson LLC is acting as information agent in the United States to
Cadeler ADS holders.
For further information, please contact:
Cadeler Press Office
press@cadeler.com
Mikkel Gleerup
CEO, Cadeler
+45 3246 3102
mikkel.gleerup@cadeler.com
Alexander Simmonds
EVP & CLO, Cadeler
+44 7376 174172
alexander.simmonds@cadeler.com
About Cadeler
Cadeler plc (Cadeler) is a global leader in offshore wind turbine transport and
installation. The company owns and operates the industry's largest fleet of
jack-up offshore wind installation vessels and is expanding its capabilities
into full-scope foundation transport and installation, as well as operations &
maintenance. With its modern fleet and depth of expertise across onshore and
offshore operations, Cadeler supports the safe, efficient and reliable delivery
of offshore wind projects worldwide. Cadeler is listed on both the New York
Stock Exchange and the Oslo Stock Exchange, under the ticker "CDLR". For more
information, please visit www.cadeler.com.
Important notice
The Compulsory Acquisition and the terms and conditions of the Compulsory
Acquisition are governed by Danish law and carried out in conformity with the
requirements of Danish law. The Compulsory Acquisition is not subject to
Norwegian law.
The notice for the Compulsory Acquisition has not been and will not be reviewed
or approved by the Norwegian FSA, the Danish FSA, the U.S. Securities and
Exchange Commission, the Oslo Stock Exchange, the New York Stock Exchange or any
other regulatory authority or stock exchange.
The notice for the Compulsory Acquisition and the distribution of this
announcement and other information in connection with the Compulsory Acquisition
may be restricted by law in certain jurisdictions. Cadeler plc and Cadeler A/S
do not assume any responsibility in the event there is a violation by any person
of such restrictions. Persons into whose possession this announcement or such
other information should come are required to inform themselves about and to
observe any such restrictions.
Forward-looking statements
This communication includes forward-looking statements with respect to the
Redomiciliation and the Compulsory Acquisition, including statements regarding
the anticipated timing of the Compulsory Acquisition. These forward-looking
statements are generally identified by terminology such as "believe," "may,"
"will," "potentially," "estimate," "continue," "anticipate," "intend," "could,"
"would," "should," "project," "target," "plan," "expect," or the negatives of
these terms or variations of them or similar terminology. The absence of these
words, however, does not mean that the statements are not forward-looking. These
forward-looking statements are based upon current expectations, beliefs,
estimates and assumptions that, while considered reasonable as and when made by
Cadeler plc and its management, and Cadeler and its management, as the case may
be, are subject to risks, uncertainties, and other factors that could cause the
actual results to differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and uncertainties. Neither
Cadeler plc nor Cadeler undertakes any obligation to update any such statements
in light of any future event or circumstance, or to conform such statements to
actual results. Past performance should not be relied upon, and is not, a
guarantee of future performance.
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in light of any future event or circumstance\, or to conform such statements to\
actual results. Past performance should not be relied upon\, and is not\, a\
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