Cadeler A/S filed a Form 6-K on 5 November 2026 announcing the completion of its share exchange offer and the first day of trading of Cadeler plc shares on the New York Stock Exchange and the Oslo Stock Exchange following the group's redomiciliation from Denmark to the United Kingdom.

Key Highlights

  • Offer completed: Cadeler plc completed the voluntary share exchange offer, with each tendering Cadeler A/S shareholder receiving one Cadeler Share for each Cadeler A/S Share tendered.
  • Non-tendering shareholders: Approximately 7.94% of Cadeler A/S shareholders did not tender their shares, resulting in tendering shareholders seeing their relative shareholding in Cadeler increase by 8.62%.
  • Trading commences: Cadeler Shares began trading on both the Oslo Stock Exchange and NYSE on 5 November 2026 under ticker code "CDLR" on each exchange (ISIN GB00BN49H029 on OSE; CUSIP G17445 100 on NYSE).
  • Squeeze-out planned: Because Cadeler holds more than 90% of outstanding Cadeler A/S Shares, it intends to initiate a compulsory acquisition of remaining shares under the Danish Companies Act, with a notice expected on or about 9 November 2026.
  • Squeeze-out consideration: The cash consideration for squeeze-out shares is NOK 58.42 per share, described as the volume-weighted average price of Cadeler A/S Shares on OSE over the 30 trading days immediately preceding the initiation of the offer.
  • ADS suspension and delisting: Trading of Cadeler A/S ADSs on NYSE was expected to be suspended before market open on 5 November 2026, with delisting taking effect in 10 days; trading of Cadeler A/S Shares on OSE was also expected to be suspended effective 5 November 2026.
  • Squeeze-out financing: According to the filing, Cadeler has entered into a financing arrangement with DNB Bank ASA to fund cash payments due in connection with the squeeze-out.

Cadeler Group's Transition from Denmark to the United Kingdom

According to the filing, Cadeler plc - a public limited company incorporated under the laws of England and Wales - became the ultimate parent company of the Cadeler Group upon completion of the offer. The filing states that all current members of the Cadeler A/S board of directors continue to serve on the board of Cadeler plc, and that the executive management of the Cadeler Group remains unchanged. The business carried out by the group is described as the same as that conducted by Cadeler A/S and its subsidiaries immediately prior to the redomiciliation.

The filing discloses that Cadeler intends to initiate the squeeze-out process by publishing a notice on or about 9 November 2026, requesting that remaining Cadeler A/S shareholders transfer their shares within a four-week period. Any shares not committed for transfer after that period would be acquired compulsorily by Cadeler. The cash consideration of NOK 58.42 per squeeze-out share was determined by Cadeler in accordance with the Danish Companies Act.

Regarding the squeeze-out financing facility with DNB Bank ASA, the filing states that Cadeler intends to structure repayment "either through upstream intercompany loans, a private placement, or a distribution of dividends from entities within the Cadeler Group to Cadeler." The filing adds that "dividend distributions from the Cadeler Group, including Cadeler A/S, to Cadeler may occur within 12 months following completion of the Offer." Additionally, Cadeler A/S intends to convene an extraordinary general meeting after the squeeze-out to approve delisting of Cadeler A/S Shares from OSE, and the Cadeler A/S American Depositary Receipt programme will be terminated, according to the filing.

What Was Disclosed

Cadeler A/S filed a Form 6-K disclosing the completion of its voluntary share exchange offer and redomiciliation from Denmark to the United Kingdom, the commencement of NYSE:CDLR trading for Cadeler plc shares, and plans for a compulsory squeeze-out of remaining Cadeler A/S shareholders at NOK 58.42 per share.