Cadeler A/S filed a Form 6-K on 29 October 2026 announcing preliminary results of its voluntary share exchange offer by Cadeler plc, which drew valid tenders of 355,254,085 Cadeler Shares, representing an acceptance rate of approximately 92.02% of outstanding shares and voting rights.

Key Highlights

  • Acceptance rate: Approximately 92.02% of the total outstanding Cadeler Shares (excluding treasury shares) were validly tendered and not withdrawn by the Offer Period expiry of 28 October 2026 at 5 PM Eastern Time / 10:00 PM CET.
  • Shares tendered: 355,254,085 Cadeler Shares in total, including 11,156,931 Cadeler Shares represented by Cadeler ADSs, were validly tendered, according to the filing.
  • Final results expected: Cadeler and Cadeler plc expect to announce final results of the Offer on or prior to 2 November 2026, with settlement expected on or around 4 November 2026.
  • Trading commencement: Cadeler plc shares are expected to commence trading on the NYSE and on the Oslo Stock Exchange on or around 5 November 2026.
  • Squeeze-out planned: Because Cadeler plc stands to hold more than 90% of outstanding Cadeler Shares at completion, it intends to initiate a compulsory acquisition of remaining shares under the Danish Companies Act.
  • ADS suspension and delisting: Trading of Cadeler ADSs on NYSE is expected to be suspended before market open on or around 5 November 2026, with delisting taking effect 10 days thereafter.

Cadeler's Redomiciliation from Denmark to the United Kingdom Moves Forward

According to the filing, Cadeler A/S launched the voluntary exchange offer on 21 September 2026, offering all holders of Cadeler Shares, each with a nominal value of DKK 1.00, the opportunity to exchange each Cadeler Share for one (1) share in Cadeler plc - a public limited company incorporated under the laws of England and Wales. The offer period was extended by one week on 21 October 2026 before expiring on 28 October 2026. The 92.02% acceptance rate satisfies the minimum acceptance condition described in the combined EU/EEA Prospectus dated 21 September 2026 and the related Registration Statement on Form F-4 filed under the U.S. Securities Act of 1933.

The filing discloses that Cadeler plc intends to proceed with a squeeze-out under the Danish Companies Act, given that it will hold more than 90% of outstanding Cadeler Shares at completion. Cadeler plc will publish a notice requesting that remaining shareholders transfer their shares within a four-week period in exchange for a cash consideration. To finance these cash payments, Cadeler plc has entered into a financing arrangement with DNB Bank ASA. The filing states that repayment of this squeeze-out facility may be structured "through upstream intercompany loans, a private placement, or a distribution of dividends from entities within the Cadeler Group to Cadeler plc," and that "dividend distributions from the Cadeler Group, including Cadeler, to Cadeler plc may occur within 12 months following completion of the Offer."

Following completion of the redomiciliation, the filing states that Cadeler plc will become the ultimate parent company of the Cadeler Group, with the same underlying business operations, unchanged executive management, and all current board members of Cadeler A/S continuing to serve on the Cadeler plc board. Cadeler A/S's American Depositary Receipt programme is also expected to be terminated, and Cadeler intends to convene an extraordinary general meeting after the squeeze-out to approve delisting of the Cadeler Shares from the Oslo Stock Exchange. The preliminary share count remains subject to adjustment through verification by the receiving agent and the exchange agent, the filing notes.

What Was Disclosed

The 6-K reported preliminary results of Cadeler plc's share exchange offer for Cadeler A/S shares, including a 92.02% acceptance rate across 355,254,085 shares tendered, a planned squeeze-out under Danish law, and an expected commencement of Cadeler plc trading on NYSE:CDLR and the Oslo Stock Exchange on or around 5 November 2026.