Cadeler A/S filed a Form 6-K on November 2, 2026, disclosing a major shareholding notification under Danish law following the Scorpio group's participation in a share exchange offer connected to the Cadeler Group's planned redomiciliation from Denmark to the United Kingdom.

Key Highlights

  • Shares tendered: Scorpio Holdings Limited, partly through Scorpio Services Holding Limited, tendered 49,356,825 Cadeler shares, each with a nominal value of DKK 1.00, representing approximately 12.78% of Cadeler's total share capital and voting rights.
  • Exchange ratio: The 49,356,825 Cadeler shares were exchanged for 49,356,825 shares in Cadeler plc, each with a nominal value of USD 1.00.
  • Post-offer Cadeler holdings: Scorpio Holdings Limited and Scorpio Services Holding Limited no longer directly hold any shares or voting rights in Cadeler A/S following settlement of the offer.
  • Cadeler plc stake: The Scorpio entities will directly and indirectly hold 13.89% of the total share capital and voting rights of Cadeler plc after settlement.
  • Non-tendering shareholders: According to the filing, 7.94% of Cadeler shareholders did not tender and exchange their shares pursuant to the offer.
  • Legal basis: The notification was made pursuant to Section 38 of the Danish Capital Markets Act and Section 55 of the Danish Companies Act.

Scorpio Group's Cadeler Stake Shifts to Cadeler plc via Share Exchange

According to the filing, the change in the Scorpio group's shareholding arose from the final results and initiation of settlement of a share exchange offer by Cadeler plc. The offer was structured in connection with the contemplated redomiciliation of the Cadeler Group's parent company from Denmark to the United Kingdom. Cadeler noted that further details regarding the final results of the offer were published in a separate stock exchange announcement on November 2, 2026.

The filing states that Scorpio Holdings Limited, acting partly through Scorpio Services Holding Limited, tendered 49,356,825 shares in Cadeler A/S in exchange for an equal number of shares in Cadeler plc. As a result, neither Scorpio Holdings Limited nor Scorpio Services Holding Limited retains any direct shareholding or voting rights in Cadeler A/S. However, the filing notes that the two entities "will directly and indirectly hold the same number of shares in Cadeler plc as the number they held in Cadeler prior to the settlement of the Offer," translating to 13.89% of Cadeler plc's total share capital and voting rights. The filing attributes the increase from approximately 12.78% to 13.89% to the fact that 7.94% of Cadeler shareholders did not tender their shares under the offer.

Both Scorpio Holdings Limited and Scorpio Services Holding Limited are described in the filing as limited liability companies organised under the laws of the Republic of the Marshall Islands. Scorpio Holdings Limited carries registration number 99226 and Scorpio Services Holding Limited carries registration number 52777, both with registered addresses at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands. The filing was signed by Mikkel Gleerup, Chief Executive Officer of Cadeler A/S. Cadeler is listed on the New York Stock Exchange as NYSE:CDLR and on the Oslo Stock Exchange under the ticker CADLR.

What Was Disclosed

Cadeler A/S reported a major shareholder notification under Danish law, disclosing that the Scorpio group tendered 49,356,825 shares in Cadeler A/S for an equal number of shares in Cadeler plc, resulting in a 13.89% stake in Cadeler plc and no remaining direct holding in Cadeler A/S.