Cadeler plc filed a Rule 425 communication on October 28, 2026, reminding shareholders that the offer period for its share exchange offer to Cadeler A/S shareholders expires that same day at 5:00 PM Eastern Time / 10:00 PM CET.

Key Highlights

  • Offer deadline: The offer period is scheduled to expire on October 28, 2026 at 5:00 PM Eastern Time / 10:00 PM CET, subject to any extension.
  • Exchange ratio: Each Cadeler Share with a nominal value of DKK 1.00 may be exchanged for one (1) Cadeler plc share with a nominal value of USD 1.00.
  • ADS holders: Each American Depositary Share represents four (4) Cadeler Shares; ADS holders must tender by 5:00 PM Eastern Time on October 28, 2026.
  • Acceptance threshold: A key condition requires that shareholders validly tender Cadeler Shares representing, together with any shares then owned by Cadeler plc, more than 90% of the total number and aggregate voting power of outstanding Cadeler Shares.
  • Possible extension: Cadeler plc may extend the offer period one or more times, up to a total of 10 weeks from September 22, 2026, making the latest possible expiry date December 1, 2026.
  • Purpose: The offer is made in connection with the contemplated redomiciliation of the Cadeler Group's parent company from Denmark to the United Kingdom.
  • Dual listing: According to the filing, Cadeler A/S is listed on the New York Stock Exchange (NYSE:CDLR) and the Oslo Stock Exchange (ticker: CADLR).

Cadeler's Redomiciliation Offer Reaches Scheduled Expiry

Cadeler plc, a public limited company incorporated under the laws of England and Wales, filed a Rule 425 communication with the SEC on October 28, 2026, serving as a reminder that the offer period for its voluntary share exchange offer to holders of Cadeler A/S shares was set to close that day. The offer, originally launched on September 21, 2026, was previously extended once, through an announcement dated October 21, 2026, to the October 28 deadline. Cadeler A/S is described in the filing as "a pure-play offshore wind installation partner and a global leader in offshore wind turbine transport and installation," owning and operating a fleet of jack-up offshore wind installation vessels.

Under the terms of the offer, each Cadeler Share (nominal value DKK 1.00) may be exchanged for one (1) ordinary share in Cadeler plc (nominal value USD 1.00). The filing states that, following completion of the offer, Cadeler plc will become the ultimate parent company of the Cadeler Group, and that all current Cadeler board members will continue to serve on the Cadeler plc board, with executive management remaining unchanged. The business carried out by Cadeler plc and its subsidiaries after redomiciliation is described as intended to be the same as that carried out by Cadeler and its subsidiaries immediately prior to the redomiciliation.

The filing notes that Cadeler plc has filed a Registration Statement on Form F-4, which includes a U.S. Prospectus/Offer to Exchange with the SEC. The EU/EEA Prospectus was approved by the Financial Supervisory Authority of Norway and passported to Denmark. Computershare Inc. is named as exchange agent and Georgeson LLC is named as information agent for U.S. ADS holders. Cadeler shareholders holding shares through a broker, bank, or other nominee are directed to contact such nominee to accept the offer on their behalf.

What Was Disclosed

This Rule 425 filing notified the market that the share exchange offer period for Cadeler plc's voluntary offer to Cadeler A/S shareholders was scheduled to expire on October 28, 2026, with a potential extension possible up to December 1, 2026. The offer is part of a planned corporate redomiciliation from Denmark to the United Kingdom.