NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH
AFRICA OR JAPAN, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR
REQUIRES REGISTRATION OR ANY OTHER MEASURES.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF
ANY OF THE SECURITIES DESCRIBED HEREIN.
Cadeler A/S ("Cadeler" or the "Company") intends to carry out a private
placement (the "Private Placement") of new ordinary shares in the Company, each
with a par value of DKK 1.00 (the "Offer Shares"), up to 10% of the outstanding
share capital in the Company. The price per Offer Share will be determined
through an accelerated bookbuilding process and will be denominated in NOK (the
"Offer Price"). The Company has retained DNB Carnegie, a part of DNB Bank ASA,
and Jefferies GmbH as joint global coordinators and joint bookrunners
(collectively, the "Managers") in connection with the Private Placement.
Use of proceeds and rationale
o The Company intends to use the net proceeds from the Private Placement,
alongside available cash-on-hand and operational cash flow, to finance the
equity portion of i) two proposed Wind Foundation Installation Vessel newbuilds
(the "T-Class newbuilds"), to be delivered in mid-2030 and mid-2031, and ii) the
potential acquisition and conversion of a heavy-lift vessel to a +23,000t
inclined fall-pipe vessel, which, if acquired, would enable the Company to
internalize the scour protection (rock installation) scope.
o The Company has alternative financing options available that, together with
the Pre-commitments (as defined below), can fully fund the intended use of
proceeds, including a non-amortizing, senior unsecured facility offered by BW
Altor, equivalent to 75% of the full Private Placement, on highly competitive
terms on arms' length basis. The facility has a tenor of two years, with an
option for the Company to extend the maturity by up to one additional year.
o Internalizing scour protection is considered a strategic enabler for the
Company's current and future foundation contracts, as it will reduce Cadeler's
reliance on sub-contractors and enable the Company to deliver more competitive
all-in offers to its clients whilst at the same time maximizing retained
profits. Controlling the delivery of scour protection will also allow Cadeler to
better mitigate the scheduling risks its clients face, with improved flexibility
to adjust plans according to clients' needs. In addition, Cadeler is in
strategic discussions around potentially extending the scour protection scope to
include government contracts for protection of critical subsea infrastructure in
Northern Europe.
o The ~2-year conversion timeline provides a faster, more cost-efficient path to
market than a newbuild and allows Cadeler to compete for the scour-protection
scope within projects already in the backlog as well as upcoming tenders.
o Expected all-in cost of EUR 120 - 145m, with the Company exploring several
attractive financing alternatives.
o Cadeler has a proven track record in vessel modification work. In July last
year, the Company acquired Wind Keeper, a vessel originally constructed for the
Chinese market, and subsequently planned and executed a comprehensive technical
upgrade and refurbishment scope on a compressed timeline. The works were
completed between October and February, and the vessel has subsequently
commenced a long-term contract with Vestas valued at over EUR 380m and lasting
up to 5.5 years including options.
o Cadeler is seeing renewed momentum in offshore wind plans globally, with the
evolving energy landscape and the current macro-and geopolitical situation
accelerating the focus on alternative energy sources, highlighted by the North
Sea Summit in January 2026, which announced a joint initiative targeting 300 GW
by 2050, supported by a ramp-up to 15GW of new capacity on an annual basis from
2031.
o With strong underlying demand for foundation and installation services in
offshore wind, and relevant vessel supply remaining limited, Cadeler anticipates
good employment prospects for newbuilds optimized for transportation and
installation of offshore wind foundations and turbines.
o Discipline in newbuild ordering - with no wind foundation installation vessel
ordered since Cadeler's last order in Q2 2024 (and no wind foundation or turbine
installation vessels ordered by any European competitor since 2023) - has
tightened the expected vessel supply situation from 2029 onward, further
exasperated by older vessels becoming inefficient for installation of
next-generation wind turbines and used for other scopes including O&M. Limited
yard capacity amidst rising demand in other maritime segments has pushed
newbuild delivery slots into the 2030s.
o The Company is in advanced discussions with COSCO Shipping Heavy Industry Co.
Ltd. ("COSCO") for the construction of two T-Class newbuilds (comparable to the
A-Class, but with enhanced capabilities) expected to be delivered in mid-2030
and mid-2031. The expected cost is comparable to the cost of Cadeler's 3rd
A-Class ordered in Q2 2024. For reference, a wind turbine installation newbuild
by affiliate of Hanwha Ocean targeting South Korean projects was ordered for
approximately $526m in February 2026.
o Competitive pricing reflects Cadeler's longstanding collaboration with COSCO
and key sub-suppliers, as well as synergies achieved from having built several
similarly designed jack-ups with the same yard.
It is emphasised that no agreements have been entered into with respect to the
possible T-Class newbuilds or with respect to the possible heavy-lift vessel
contemplated for conversion into an inclined fall-pipe vessel for scour
protection, that it may be that no such agreements will be exercised, and that
terms described herein are indicative and current estimates only and may change
(if and when agreements are entered into).
Transaction details
The Offer Price and the final number of Offer Shares to be issued in connection
with the Private Placement will be determined by the Company's Board of
Directors (the "Board") in consultation with the Managers, based on an
accelerated bookbuilding process which will commence immediately following the
publication of this press release.
BW Altor and Scorpio Holdings Limited ("Scorpio") are subscribing for Offer
Shares at the Offer Price in the Private Placement as following:
o BW Altor subscribing for up to the NOK equivalent of USD 150m at the Offer
Price