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.
Copenhagen, 26 March 2026 - Reference is made to the Cadeler A/S ("Cadeler" or
the "Company") (NYSE: CDLR / OSE: CADLR) announcement on 25 March 2026 regarding
a contemplated offering of new shares in the Company (the "Private Placement").
This is a reminder that a trading halt will be imposed on the Company's shares
on Euronext Oslo Børs today, 26 March 2026, from opening of trade until around
13:00 CET, to facilitate an efficient bookbuilding process for the Private
Placement.
A separate announcement regarding the bookbuilding process and results of the
Private Placement is expected to be made later today, prior to re-commencement
of trading in the Company's shares on Euronext Oslo Børs.
For further information, please contact:
Mikkel Gleerup
CEO, Cadeler
+45 3246 3102
mikkel.gleerup@cadeler.com
Alexander Simmonds
EVP & CLO, Cadeler
+44 7376 174172
alexander.simmonds@cadeler.com
About Cadeler A/S
Cadeler is a global leader in offshore wind installation, operations, and
maintenance services. Cadeler is a pure play company, operating solely in the
offshore wind industry with an uncompromising focus on safety and the
environment. Cadeler owns and operates the industry's largest fleet of jack-up
offshore wind installation vessels and has for more than 10 years been a key
supplier in the development of offshore wind energy to power millions of
households. Cadeler's fleet, expertise and capacity to handle the largest and
most complex next-generation offshore wind installation projects positions the
company to deliver exceptional services to the industry. Cadeler is committed to
being at the forefront of sustainable wind farm installation and to enabling the
global energy transition towards a future built on renewable energy. Cadeler is
listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange
(ticker: CADLR).
To learn more, please visit www.cadeler.com.
IMPORTANT NOTICE
This announcement is not a prospectus and does not form a part of any public
offer to sell, or a solicitation of a public offer to purchase, any securities
of the Company. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Any offering of the
securities referred to in this announcement will be made by means of a set of
subscription materials provided to potential investors. Investors should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials.
The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not be
sold, resold, delivered or otherwise distributed absent registration, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. No securities are being offered
to 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 Belarus legal entities organized 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 applicable sanctions laws.
This communication is only being distributed to and is only directed (i) in the
United Kingdom at persons who have professional experience, knowledge and
expertise in matters relating to investments and qualify as "investment
professionals" for the purposes of article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),
(ii) persons who are outside the United Kingdom, and (iii) any other person to
whom it can otherwise be lawfully distributed (all such persons being referred
to as "relevant persons") and any investment or investment activity to which
this Communication relates is available only to and will be engaged in only with
Relevant Persons and any person other than a relevant person should not rely on
it. The Offer Shares are being offered only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024 (the "POATRs") (including, amongst other
circumstances, the fact that the Offer Shares which are the subject of the
Private Placement are offered subject to a minimum subscription amount per UK
Applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares
may be offered only to "qualified investors" as defined in paragraph 15 of
Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or
only where minimum consideration is required for the securities offered is GBP
100,000. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute "forward-looking
statements" as that term is defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements are generally identified by
terminology such as "believe," "may," "will," "potentially," "estimate,"
"continue," "anticipate," "intend," "could," "would," "should," "project,"
"target," "plan," "expect," or the negatives of these terms or variations of
them or similar terminology. The absence of these words, however, does not mean
that the statements are not forward-looking. These forward-looking statements
are based upon current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by the Company, are, by their
nature, subject to significant risks and uncertainties. In addition, new risks
and uncertainties may emerge from time to time, and it is not possible to
predict all such risks and uncertainties. These risks and uncertainties may
cause actual results to differ materially and adversely from those expressed in
any forward-looking statements. The Company cautions you not to place undue
reliance on any forward-looking statements as they are not guarantees of future
performance or outcomes. Actual performance and outcomes, including, without
limitation, the Company's actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which the
Company operates, may differ materially from those made in or suggested by the
forward-looking statements contained herein.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates make any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their affiliates accept any liability arising from the use
of this announcement.
In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Manager and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.