Cadeler plc Extends Share Exchange Offer for UK Redomiciliation to October 28

Overview & Transaction Summary

On October 21, 2026, Cadeler plc filed Form 425 announcing an extension of the offer period for its voluntary share exchange offer to acquire all outstanding ordinary shares and ADSs of Cadeler A/S (NYSE: CDLR / OSE: CADLR). The offer is being conducted to effect the redomiciliation of the Cadeler Group's parent company from Denmark to the United Kingdom.

Key Terms & Updated Schedule

• Exchange Ratio: 1 Cadeler plc share (nominal value USD 1.00) for each 1 Cadeler A/S share (nominal value DKK 1.00).
• Previous Expiration Date: October 21, 2026, at 5:00 PM ET / 11:00 PM CEST.
• New Expiration Date: October 28, 2026, at 5:00 PM ET / 10:00 PM CET.
• Tender Status: As of 3:53 PM ET on October 21, 2026, approximately 345,537,852 Cadeler shares had been validly tendered and not withdrawn, representing ~89.5% of outstanding shares (excluding treasury shares).
• Minimum Acceptance Condition: Minimum of 90% of total shares and voting rights tendered (to facilitate a subsequent squeeze-out of minority shares).
• Indicative Trading Commencement: Cadeler plc shares are expected to commence trading on the NYSE and Oslo Stock Exchange on or about November 5, 2026, subject to regulatory clearances and conditions satisfaction.

Strategic & Market Implications

• High Completion Probability: With 89.5% already tendered, the offer is only 0.5% below the 90% threshold. The one-week extension is standard procedure to allow remaining retail and institutional holders to cross the threshold.
• Corporate Structure: Following completion, Cadeler plc will serve as the ultimate holding entity under the laws of England and Wales, maintaining the existing executive leadership team and board of directors.