Cadeler plc Issues Expiry Reminder for UK Redomiciliation Share Exchange Offer

Overview of Filing

Cadeler plc filed a Form 425 (Rule 425 under the Securities Act of 1933 and Rule 14d-2 under the Securities Exchange Act of 1934) announcing a reminder for the expiration of the offer period concerning its corporate redomiciliation from Denmark to the United Kingdom.

Key Terms of the Transaction

• Exchange Ratio: Shareholders of Cadeler A/S are offered one (1) ordinary share of Cadeler plc (nominal value USD 1.00) in exchange for each Cadeler A/S share (nominal value DKK 1.00). Cadeler American Depositary Shares (ADSs), each representing four Cadeler shares, may also be tendered.
• Expiration Time: Scheduled to expire on October 28, 2026, at 5:00 PM Eastern Time / 10:00 PM CET, unless extended. Cadeler plc retains the option to extend the offer period up to a maximum total of 10 weeks (latest possible expiry date: December 1, 2026).
• Minimum Condition: Completion remains conditional upon valid tenders representing, together with any shares already owned by Cadeler plc, more than 90% of the total outstanding share capital and voting rights of Cadeler A/S.
• Corporate Structure & Management: Upon completion, Cadeler plc will serve as the parent company of the Cadeler Group. The business operations, executive management, and board of directors will remain unchanged.