Cadeler Announces 92.02% Acceptance in Share Exchange Offer for UK Redomiciliation

Executive Summary

On October 29, 2026, Cadeler A/S (NYSE: CDLR; OSE: CADLR) and Cadeler plc announced preliminary results for their voluntary share exchange offer aimed at redomiciling the parent entity of the Cadeler Group from Denmark to the United Kingdom.

Key Highlights

• High Acceptance Rate: A total of 355,254,085 Cadeler Shares (including 11,156,931 shares represented by American Depositary Shares) were validly tendered and not withdrawn, representing approximately 92.02% of total outstanding shares and voting rights (excluding treasury shares).
• Minimum Condition Met: The acceptance rate exceeds the required threshold under the prospectus conditions.
• Exchange Terms: 1 Cadeler A/S share (or ADS equivalent) is exchanged for 1 Cadeler plc share.
• Squeeze-Out Triggered: Because Cadeler plc will hold over 90% of shares and voting rights upon completion, it plans to execute a compulsory acquisition (squeeze-out) of all untendered Cadeler shares for cash in accordance with the Danish Companies Act. This will be financed via a facility with DNB Bank ASA.

Expected Timeline

• Final Results Announcement: On or before November 2, 2026.
• Settlement: Expected on or around November 4, 2026.
• Trading Suspension & Delisting of Cadeler A/S: Expected November 5, 2026.
• Cadeler plc Trading Commencement: Shares are scheduled to begin trading on the NYSE and Oslo Stock Exchange on or around November 5, 2026.

Market & Corporate Governance Impact

Following completion, Cadeler plc becomes the ultimate holding company. Management and the board of directors remain identical, and operating business activities are unchanged.