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IPO - RESULT OF THE OFFERING - NEW DIRECTOR APPOINTED

26 Nov 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NO ONE SHOULD PURCHASE ANY SECURITIES IN CADELER A/S (“CADELER OR THE "COMPANY") EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE OFFERING AND ADMISSION OF SUCH SECURITIES TO TRADING AND OFFICIAL LISTING ON THE OSLO STOCK EXCHANGE. COPIES OF THE PROSPECTUS ARE AVAILABLE AT THE COMPANY’S REGISTERED OFFICE AND, SUBJECT TO CERTAIN EXCEPTIONS, THROUGH THE WEBSITE OF THE COMPANY AND THE JOINT GLOBAL COORDINATORS.

IPO - Result of the Offering - New director appointed

Cadeler A/S (the “Company”) announces the results of its initial public offering (the “Offering”), which was oversubscribed for the minimum amount of the Offering (including over-allotment) at the expected terms, as announced on 25 November 2020.

In summary:

The shares are priced at NOK 23.50 per share. The price implies a market capitalisation of the Company of approximately NOK 2,716 million.

The Company will issue 37,574,468 new shares in connection with the Offering (the “New Shares”), raising gross proceeds of NOK 883 million. There will in total be 115,574,468 shares in issue in the Company following the issuance of the New Shares, each with a nominal value of DKK 1.

The Joint Global Coordinators (as defined below) have over-allotted 8,699,859 shares, representing 15% of the number of shares issued and sold in the Offering before over-allotments, and exercised their option to borrow an equal number of shares from Swire Pacific Offshore Operations Pte. Ltd. (the “Selling Shareholder”) for the purpose of covering such over-allotments.

The Selling Shareholder will sell 20,424,595 existing shares in the Company in the Offering, raising gross proceeds of NOK 479,977,982, and will have an ownership in the Company of approximately 49.8% following completion of the Offering, assuming that the Over-allotment Option (as defined below) is not exercised and approximately 42.3% if the Over-allotment Option is exercised in full.

BW Wind Services Pte. Ltd. (“BW Wind Services”), a company associated with BW Group has been allocated 23,484,040 shares in the Offering, and will have an ownership in the Company of approximately 20.3% following completion of the Offering. As a result of BW Wind Services becoming a lead investor in the Company, Andreas Beroutsos has today been appointed as a member of the Company’s board of directors. Mr. Beroutsos works at BW Group as Managing Director, responsible for strategic investments / new businesses, and senior investment officer. He is a member of the BW Group Executive Committee and the chairman’s office.

The following additional cornerstone investors subscribed for and were allocated shares in the Offering for approximately NOK 355 million: (i) Handelsbanken: NOK 130 million / 5,531,914 shares, (ii) DNB Asset Management: NOK 125 million/ 5,320,000 shares, (iii) Nordea Investment Management: NOK 50 million/ 2,127,659 shares, and (iv) Fjärde AP-fonden: NOK 50 million / 2,127,659 shares.

Trading of the shares in the Company on the Oslo Stock Exchange is expected to commence on 27 November 2020 at 9 a.m. CET. The shares are all issued in the ISIN DK0061412772 and will trade under the trading symbol “CADLR”.

Approximately 92% of the shares in the Offering have been allocated to investors in the institutional offering and approximately 8% of the shares have been allocated to investors in the retail offering.

After completion of the Offering, the free float of the Company’s shares will be approximately 29.9%, assuming no exercise of the Over-allotment Option and approximately 37.4%, assuming full exercise of the Over-allotment Option.

Mikkel Gleerup, CEO of the Company, said: “This is an exciting day for Cadeler. After a decade of providing industry-leading services to the offshore wind industry, Cadeler is poised for a new chapter of growth. The successful IPO is a vote of confidence in the company, the wind industry and renewable energy in general. We are thrilled at this opportunity to deliver value to our customers, shareholders and the public at large.”

Notifications of allocated shares and the corresponding amount to be paid by investors are expected to be communicated to investors today (26 November 2020). Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from approximately 12:00 hours (CET) on 26 November 2020. The Joint Global Coordinators may also be contacted for information regarding allocations.

The Selling Shareholder has granted the Joint Global Coordinators an over-allotment option to purchase additional shares, exercisable by DNB Markets, a part of DNB Bank ASA as stabilization manager on behalf of the Joint Global Coordinators, within 30 days from the first day of listing, to cover over-allotments and short positions in connection with the Offering (the “Over-Allotment Option”). A separate disclosure will be issued by the stabilization manager regarding the over-allotment and stabilization activities.

DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Bookrunners (the "Joint Global Coordinators") for the contemplated IPO. Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company, Gorrissen Federspiel Advokatpartnerselskab is advisor to the Company on Danish law matters, and Advokatfirmaet Schjødt AS is acting as legal advisor to the Joint Global Coordinators.

About the Company:

Cadeler provides marine and engineering operations to the offshore Wind industry with a strong focus on safety and the environment. Our reputation as provider of high quality offshore wind support services, combined with innovative vessel design, positions us to provide prime level services to the industry. We continue to pursue new levels of efficiency, pushing the boundaries of the supply chain. We enable and facilitate the global energy transition to a future built on offshore renewable energy.

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For further information, please contact:

 

Mikkel Gleerup, CEO

+45 32463102

mikkel.gleerup@cadeler.com

 

Mark Konrad, CFO

+45 2849 6990

Mark.konrad@cadeler.com

26 Nov 2020

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Joint Global Coordinators or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of securities referred to in this announcement is made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus published by the Company. Copies of any such prospectus are available from the Company's registered office and, subject to certain exceptions, on www.cadeler.com, www.dnb.no/emisjoner and www.sb1markets.no/prospekter.

In any EEA Member State other than Norway this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The Joint Global Coordinators and their affiliates are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the IPO, the Joint Global Coordinators 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 IPO or otherwise. Accordingly, references in any prospectus, if published, 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 Joint Global Coordinators and any of their affiliates acting as investors for their own accounts. The Joint Global Coordinators 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.

This announcement is for information purposes only. It does not purport to be complete, and it 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 Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Joint Global Coordinators, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

Stabilization

In connection with the Offering, DNB Markets, a part of DNB Bank ASA (the “Stabilization Manager”) (or persons acting on behalf of the Stabilization Manager) may on behalf of the Joint Global Coordinators effect transactions with a view to supporting the market price of the Company’s shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilization Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization actions. Any stabilization action may begin on or after the date of commencement of trading and official listing of the Company’s shares on Oslo Stock Exchange and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading and official listing of the shares 

Forward looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

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News and Press releases

Cadeler chooses Dutch designed Leg Encircling Cranes for the two future X-class vessels  01 Dec 2021
Cadeler reflags: Fleet of advanced wind installation vessels will onwards be sailing under Danish flag  29 Nov 2021
Cadeler A/S signs firm contract with Ørsted for execution of joint German offshore wind projects  11 Nov 2021
Cadeler A/S secures preferred supplier agreement for undisclosed project  04 Nov 2021
Cadeler A/S signs key contract with Dutch contractor Van Oord to assist in executing Dutch offshore wind project “Hollandse Kust Noord”  11 Oct 2021
Cadeler A/S is chosen as preferred supplier by Ørsted for installation of German projects  07 Oct 2021
Interim report H1 2021: Cadeler delivers 253% growth in revenue and returns to profitability during first half of 2021  24 Aug 2021
Cadeler signs USD 651 million contract with COSCO SHIPPING Heavy Industry to deliver two new X-class vessels  30 Jun 2021
Cadeler A/S calls option for replacement of crane on Wind Osprey  17 Jun 2021
Cadeler A/S announces significant fleet expansion due to strong market demand  29 Apr 2021
Cadeler publishes Annual Report 2020  06 Apr 2021
Cadeler A/S announces largest contract in company history  10 Mar 2021
Cadeler A/S expands with new office in Vejle  22 Dec 2020
Cadeler A/S contracts new and improved crane to meet future offshore wind market demand  18 Dec 2020
Cadeler A/S to host online presentation in connection with its first day of listing on Oslo Børs  26 Nov 2020
IPO - Result of the Offering - New director appointed  26 Nov 2020
Update on status of bookbuilding and expiry of the bookbuilding/application period  24 Nov 2020
Update on Offer Price and Status of Bookbuilding  24 Nov 2020
Announcement of terms for the initial public offering  16 Nov 2020
Intention to Float  05 Nov 2020
Meet Cadeler's Board of Directors  05 Nov 2020
Swire Blue Ocean is becoming Cadeler  08 Oct 2020
Cadeler A/S signs contract with DEME for installation campaign on Hornsea 2  20 Oct 2020
Swire Blue Ocean intends to order new build vessel and invest in upgraded cranes for Pacific Orca and Pacific Osprey  16 Sep 2020
Pacific Osprey and Pacific Orca received their best eCMID inspection results since construction  20 Apr 2020
Swire Blue Ocean enacts precautions against COVID-19  26 Mar 2020
New workshop installed on Pacific Orca to facilitate onboard maintenance of nacelles  04 Mar 2020
Pacific Osprey’s new upgraded crane boom is on its way to Denmark for installation  24 Jan 2020
Vattenfall and Swire Blue Ocean sign final contract for transportation and installation of turbines in the Hollandse Kust Zuid wind farm  14 Jan 2020
WindEurope Offshore 2019 is over, see you soon!  16 Dec 2019
Meet us at WindEurope Offshore 2019  18 Nov 2019
SBO exhibits at Offshore Energy 2019 in Amsterdam  30 Oct 2019
SBO participates in the Danish Royal visit to France  28 Oct 2019
SBO Area Manager in Taiwan, Matt Bowden, speaks at the 7th Asia Offshore Wind Day.  24 Oct 2019
Pacific Orca passes by Copenhagen on her way to Wikinger Offshore Windfarm  24 Sep 2019
Let’s stay safe together  28 Sep 2019
SBO has started maintenance and service following recent agreement with Siemens Gamesa Renewable Energy  22 Jul 2019
Exhibiting at the Offshore Energy exhibition, Amsterdam  17 Oct 2018
SBO strengthens business presence in Taiwan with the appointment of new Area Manager, Matt Bowden  30 Apr 2019
Pacific Osprey chartered by GeoSea NV for transport of OTM  27 Mar 2019
SBO installing deepest fixed turbine  25 Feb 2019
Swire Blue Ocean employee killed in Great Belt train accident  11 Jan 2019
Halfway on Beatrice Offshore Wind Farm  21 Dec 2018
A milestone reached on Beatrice Offshore Wind Farm  31 Oct 2018
Press Update – 27th August 2018, 11:00 CET  16 Jun 2021
Press Update – 24th August 2018, 14:00 CET  24 Aug 2018
Beatrice project kicked off to a successful start  03 Jul 2018
Pacific Orca completes installation on the EOWDC  06 Jun 2018
Grand Opening Event  20 Apr 2018
New headquarters  15 Feb 2018
Appointment of Mikkel Gleerup as Chief Executive Officer  16 Jun 2021
Lars Blicher retires from Swire Blue Ocean A/S  16 Nov 2017
SBO moves to new and bigger facilities  30 Oct 2017
Gemini Offshore Wind Park Completion  01 Sep 2016
Swire Blue Ocean A/S signs contract with Siemens for Beatrice Offshore Windfarm Ltd (BOWL) project  02 Jun 2016
Congrats to Bilfinger with completing Sandbank foundation installation  12 Feb 2016
Milestone reached on Gemini. Congrats to Van Oord  31 Aug 2015
UK Rampion Offshore Wind Farm – we are proud to have been chosen for foundation installation  01 Jun 2015
Decommissioning now also of the Gas Booster Platform B11  23 Feb 2015
New key contract signed with Bilfinger for the Sandbank project  29 Sep 2014
New key contract signed with EPCI contractor Van Oord  19 Sep 2014
Pacific Osprey setting efficiency records with WTG installation on the DanTysk wind farm  30 Aug 2014
Pacific Orca safely completes foundation installation on the Borkum Riffgrund 1 wind farm  29 Jul 2014
First complete WTG installed on DanTysk  10 Apr 2014
BR1 Foundation Installation  27 Jan 2014
Swire Blue Ocean successfully completes H7 decommissioning job  22 Aug 2013
Swire Blue Ocean naming ceremony for Pacific Osprey at Fayard in Denmark  02 Apr 2013
Swire Pacific Offshore takes delivery of world's largest Windfarm Installation Vessel  30 Jul 2012
Second Windfarm Installation Vessel ordered for Swire Blue Ocean A/S  09 Mar 2011
Swire Pacific Offshore acquires Blue Ocean Ships A/S  09 Feb 2011
Swire Blue Ocean is awarded a contract for turbine installation on the DanTysk project  17 Feb 2011
First Windfarm Installation Vessel ordered for Swire Blue Ocean A/S  10 Aug 2010
Swire Blue Ocean clinches contract with MHI Vestas Offshore Wind for the transportation and installation of wind turbine generators at Seagreen offshore windfarm  16 Jun 2021
Pacific Osprey’s upgraded crane is now fully operational  03 Jun 2020
Swire Blue Ocean enacts precautions against COVID-19 (1)  16 Jun 2021
Pacific Osprey’s new upgraded crane boom is on its way to Denmark for installation (1)  24 Jan 2020
Vattenfall and Swire Blue Ocean sign final contract for transportation and installation of turbines in the Hollandse Kust Zuid wind farm (1)  14 Jan 2020
Press Update – 27th August 2018, 11:00 CET (1)  16 Jun 2021
Press Update – 24th August 2018, 14:00 CET (1)  24 Aug 2018
Grand Opening Event (1)  16 Jun 2021
Appointment of Mikkel Gleerup as Chief Executive Officer (1)  16 Jun 2021
Lars Blicher retires from Swire Blue Ocean A/S (1)  16 Jun 2021
Offices

DENMARK

COPENHAGEN

Cadeler
Fairway House
Arne Jacobsens Allé 7
DK-2300 Copenhagen S


VEJLE

Cadeler
Enghavevej 9D, 1st Floor, Right
DK-7100 Vejle

Tel : +45 3246 3100
Email: enquiry.DNK@cadeler.com 

  

TAIWAN

Cadeler
12th Floor, No. 129, Minsheng E. Rd, Section 3
Songshan District
Taipei City

Tel: +886 9 5583 9202
Email: enquiry.TWN@cadeler.com