Cadeler A/S - Information to shareholders in Norway accepting the voluntary offer and holding shares through a Norwegian share savings account (Nw.: aksjesparekonto)
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THE OFFER IS MADE IN THE EU/EEA SOLELY BY MEANS OF THE PROSPECTUS (AS DEFINED BELOW), AND IN THE UNITED STATES, THE U.S. PROSPECTUS/OFFER TO EXCHANGE (AS DEFINED BELOW). COPIES OF THE PROSPECTUS OR THE U.S. PROSPECTUS/OFFER TO EXCHANGE, AS APPLICABLE, MAY BE OBTAINED THROUGH THE WEBSITE OF CADELER AS SET FORTH ELSEWHERE IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR REQUIRES REGISTRATION OR ANY OTHER MEASURES.
Reference is made to the stock exchange announcement on 21 September 2026 made by Cadeler A/S ("Cadeler", and together with its consolidated subsidiaries, the "Cadeler Group") regarding the launch of the voluntary offer (the "Offer") by Cadeler plc to all holders of shares in Cadeler, each with a nominal value of DKK 1.00 (the "Cadeler Shares"), including Cadeler Shares represented by American Depositary Shares (each representing four (4) Cadeler Shares), to exchange each Cadeler Share for one (1) share in Cadeler plc in connection with the contemplated redomiciliation of the Cadeler Group's parent company from Denmark to the United Kingdom (the "Redomiciliation").
Further, reference is made to the combined EU/EEA prospectus and offer document (the "Prospectus") published by Cadeler plc on 21 September 2026 in connection the contemplated Redomiciliation.
Based on information supplied to Cadeler plc prior to the publication of the Prospectus, the Prospectus stated that Norwegian share savings accounts (Nw.: aksjesparekonto) were ineligible to hold shares in Cadeler plc following completion of the Offer and thus that any shares in Cadeler plc delivered to a VPS account affiliated with a Norwegian share savings account upon completion of the Offer would need to be transferred to an eligible VPS account or sold within 10 days of delivery. This statement can be disregarded. Shareholders that currently hold their Cadeler Shares in a Norwegian share savings account (Nw.: aksjesparekonto) are entitled both to receive and to continue to hold any Cadeler plc shares they receive as consideration for such Cadeler Shares through the Offer in their Norwegian share savings account indefinitely. Please note, however, that any subsequent purchases of shares in Cadeler plc via the Oslo Stock Exchange must be conducted through an ordinary VPS account and not a Norwegian share savings account.
The information set out above does not apply to Cadeler plc's offer to acquire the American Depositary Shares, each representing four (4) Cadeler Shares which are admitted to trading and listing on the New York Stock Exchange, or to any subsequent trading of the Cadeler plc shares on the New York Stock Exchange.
For further information regarding the offer, reference is made to the combined EU/EEA prospectus and offer document, which is available at: https://ir.cadeler.com/ and www.dnb.no/emisjoner, subject to regulatory restrictions in certain jurisdictions.
Any questions or requests for assistance concerning acceptance of the Offer should be directed to the Receiving Agent (as defined in the Prospectus) on (tel. +47 91 50 48 00 / e-mail: retail@dnb.no).
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
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important Additional Information
This communication is not a prospectus as defined by the Regulation (EU) 2017/1129, as amended, and implemented into Norwegian law (the "EU Prospectus Regulation") or offer document pursuant to Directive 2004/25/EC on takeover bids, as amended (the "EU Takeover Directive") but relates to the proposed Redomiciliation, to be effected by way of the Offer by Cadeler plc for all Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs).
Cadeler plc is offering to exchange for each Cadeler Share (including Cadeler Shares represented by Cadeler ADSs), validly tendered and not validly withdrawn in the Offer, one (1) ordinary Cadeler plc share with a nominal value of USD 1.00.
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that Cadeler plc or Cadeler has published following approval by the Norwegian Financial Supervisory Authority or filed or will file with the U.S. Securities and Exchange Commission (the "SEC").
The Prospectus has been prepared by Cadeler plc as a combined EU/EEA prospectus and offer document in connection with the Offer and the related listing of Cadeler plc shares on the Oslo Stock Exchange in accordance with the EU Prospectus Regulation and the EU Takeover Directive, as implemented into Norwegian and Danish law. The Prospectus has been approved by the Norwegian Financial Supervisory Authority and passported to Denmark.
Cadeler plc has filed a registration statement on Form F-4 (the "Registration Statement") which includes a U.S. prospectus/offer to exchange (the "U.S. Prospectus/Offer to Exchange" with the SEC. Cadeler ADSs may not be exchanged nor may offers to exchange the Cadeler ADSs be accepted prior to the time such Registration Statement becomes effective. This communication does not contain all the information that should be considered concerning the proposed Redomiciliation and Offer and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Redomiciliation and Offer for shares in Cadeler.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS, REGISTRATION STATEMENT, THE OFFER MATERIALS (INCLUDING THE U.S. PROSPECTUS/OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, IF AND WHEN THEY BECOME AVAILABLE, AND ANY OTHER DOCUMENTS APPROVED BY THE NORWEGIAN FINANCIAL SUPERVISORY AUTHORITY OR FILED BY EACH OF CADELER PLC AND CADELER WITH THE SEC IN CONNECTION WITH THE PROPOSED REDOMICILIATION (INCLUDING THE OFFER) OR INCORPORATED BY REFERENCE THEREIN CAREFULLY AND IN THEIR ENTIRETY AS THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CADELER PLC, CADELER, THE PROPOSED REDOMICILIATION (INCLUDING THE OFFER) AND RELATED MATTERS THAT CADELER SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. Investors and shareholders will be able to obtain the Prospectus/Registration Statement, the Offer materials (including the U.S. Prospectus/Offer to Exchange, a related letter of transmittal and certain other Offer documents) and the solicitation/recommendation statement, if and when they become available, free of charge from Cadeler's website at www.cadeler.com, and other documents filed with the SEC by Cadeler plc and Cadeler at no cost to them through the website maintained by the SEC at www.sec.gov. The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisers for any such matter and advice.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for, exchange or buy or an invitation to purchase, exchange or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed Redomiciliation or Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction, in each case in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of applicable European/European Economic Area or UK, as appropriate, regulations or Section 10 of the U.S. Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, any public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Notice to investors and shareholders in the EU/EEA
The Prospectus as referred to in this announcement has been prepared on the basis that all offers of Cadeler plc shares to persons in any member state of the European Economic Area (the "EEA") outside Norway and Denmark (a "Relevant Member State") will be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to publish a prospectus for offer of Cadeler plc shares. Accordingly, any person making or intending to make any offer within the EEA of Cadeler plc shares which is the subject of the Offer contemplated in the Prospectus within any Relevant Member State should only do so in circumstances in which no obligation arises for Cadeler plc or the Receiving Agent (as defined in the Prospectus) to publish a prospectus pursuant to Article 1 of the EU Prospectus Regulation or a supplement prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer. Neither Cadeler plc nor the Receiving Agent has authorised, nor do they authorise, the making of any offer of Cadeler plc shares through any financial intermediary, other than offers made by the Receiving Agent which constitute the final placement of Cadeler plc shares contemplated in the Prospectus.
Notice to Investors and shareholders in the United Kingdom
In the United Kingdom, offers of the Cadeler Shares pursuant to the Offer are only being made (i) to persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"), (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), or (iii) in any other circumstances falling within Part 1 of Schedule 1 of the POATR.
This communication is addressed to and directed only at persons who are outside the United Kingdom and persons in the United Kingdom (i) falling within the definition of "investment professionals" within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) who are high net worth bodies, corporate, unincorporated associations and partnerships and trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as, "Relevant Persons"). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person.
Notice to investors and shareholders in Russia, Belarus or other sanctioned jurisdictions
Cadeler plc will not accept for exchange Cadeler Shares or Cadeler ADSs as described in the Prospectus and the U.S. Prospectus/Offer to Exchange tendered by any Russian or Belarusian national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss residence permit), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but excluding subsidiaries of Russian or Belarusian legal entities organised or incorporated within the EU), or any natural or legal person where the issuance of securities to such person would result in a breach of any economic or financial sanctions, laws and/or regulations, trade embargoes, boycotts, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any of (i) the United States of America, including, but not limited to, the United States Treasury Department's Office of Foreign Assets Control, (ii) the United Nations, (iii) the European Union and/or any member state thereof, (iv) the State Secretariat of Economic Affairs of Switzerland, (v) the United Kingdom Government (including His Majesty's Treasury and the Foreign, Commonwealth & Development Office), and (vi) any other applicable country or jurisdiction.