Announcement of terms for the Initial Public Offering 

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.

Cadeler A/S: Announcement of terms for the Initial Public Offering

Copenhagen, 16 November 2020: Cadeler A/S today announces the terms of its initial public offering of shares and listing on the Oslo Stock Exchange.

Reference is made to the announcement by Cadeler A/S ("Cadeler" or the "Company") dated 5 November 2020 regarding the intention to launch an offering of the Company’s shares (“Shares”) and to apply for a listing of the Shares on Oslo Børs, alternatively Oslo Axess (“OSE”) (the “IPO" or the "Offering”).

Cadeler hereby announces that it has resolved to launch the IPO, and expect to submit an application for a listing of its Shares on the OSE on or about 17 November 2020. Subject to approval of the listing application, conditions for listing and a successful completion of the Offering, the Shares are expected to be admitted to listing and commence trading on OSE under the ticker code “CADLR” on or about 27 November 2020 (subject to any extension or shortening of the bookbuilding period and the application period for the Offering (the “Offer Period”)).

Overview of the Offering

The Company intends to raise gross proceeds of approximately NOK 917,250,000 million by issuing up to 39,031,915 new Shares (the "New Shares") under the Offering. Furthermore, a minimum of 20,424,595 and a maximum of 29,273,936 existing Shares (the "Sale Shares", and together with the New Shares and the “Additional Shares” (as defined below), the “Offer Shares”) are to be offered by the Company’s current sole shareholder, Swire Pacific Offshore Operations (Pte) Ltd. (the “Selling Shareholder”).

The Offer Shares are expected to be sold at a price between NOK 23.50 and NOK 24.70 per Offer Share, corresponding to a pre-money equity value of Cadeler of approximately NOK 1,833 million and NOK 1,927 million (the equivalent of approximately USD 200 million to USD 210 million). The final price per Offer Share (the “Offer Price”) may, however, be set above or below this indicative price range and is expected to be announced on or about 25 November 2020 (subject to any change to the length of the Offer Period).

In addition, and in order to enable stabilisation activities, the Joint Global Coordinators (as defined below) may elect to over-allot a number of additional shares equaling up to 15% of the final number of New Shares and Sale Shares sold under the Offering (the "Additional Shares"). In this respect, the Selling Shareholder is expected to grant to DNB Markets, a part of DNB Bank ASA, (the "Stabilisation Manager"), on behalf of the Joint Global Coordinators (as defined below), an option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate such over-allotment (the "Lending Option"). The Stabilisation Manager, on behalf of the Joint Global Coordinators, is furthermore expected to be granted an option by the Selling Shareholder to purchase Shares equal to the number of Additional Shares at the Offer Price (the "Over-allotment Option"). The Over-allotment Option may be exercised, in whole or in part, within a 30-day period from the first day of trading in the Company’s Shares on the OSE.

The Company will receive the proceeds from the sale of New Shares and the Selling Shareholder will receive the proceeds from the sale of Sale Shares. In addition, the Selling Shareholder will receive proceeds from any Shares sold if the Over-allotment Option is exercised. The Company intends to use the net proceeds from the issue of New Shares to finance the initial instalment in relation to the planned order of the Cadeler X-class vessel, as well as for working capital, general corporate purposes and repayment of any outstanding intercompany balances or amounts outstanding under the Company’s overdraft facility.

A group of cornerstone investors have, on certain terms and conditions, undertaken to acquire, and will be allocated, Offer Shares for a total amount of approximately NOK 643 million (subject to USD vs NOK currency adjustments) under the Offering. These cornerstone investors are (i) BW Wind Services Pte. Ltd., a company associated with BW Group (USD 33 million committed), (ii) Handelsbanken Fonder (NOK 130 million committed), (iii) DNB Asset Management (NOK 110 million committed), (iv) Nordea Investment Management (NOK 50 million committed) and (v) Fjärde AP Fonden (NOK 50 million committed).

The Company and the Selling Shareholder are expected to enter into customary lock-up undertakings with the Joint Global Coordinators, which will restrict their ability to issue, sell, pledge or dispose of Shares for a period up to and including the date falling 360 days from the first day of trading of the Shares on the OSE. These lock-up undertakings will be subject to certain customary exceptions and may otherwise only be waived with the consent of the Joint Global Coordinators (not to be unreasonably withheld).

The free float of the Company's shares following completion of the Offering is expected to be up to 56%, depending on the Offer Price, the number of Sale Shares sold and assuming that the Over-allotment Option is exercised.

Selected Offering details:

The Offering will comprise:

(i)          an institutional offering (the “Institutional Offering”), under which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,500,000, and

(ii)         a retail offering, under which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor (the “Retail Offering”). Investors intending to place an order in excess of NOK 2,499,999 must do so under the Institutional Offering. Multiple applications by one applicant under the Retail Offering will be treated as one application with respect to the maximum application limit.

The final determination of the number of Offer Shares allocated under the Institutional Offering and the Retail Offering will be decided by the Company and the Selling Shareholder, in consultation with the Joint Global Coordinators, after the end of the Offer Period.

Timeline and Offer Period

The bookbuilding period for the Institutional Offering is expected to take place from 17 November 2020 at 09:00 hours (CET) to 25 November 2020 at 14:00 hours (CET). The application period for the Retail Offering is expected to take place from 17 November 2020 at 09:00 hours (CET) to 25 November 2020 at 12:00 hours (CET).

The Company, in consultation with the Joint Global Coordinators, reserves the right to shorten or extend the bookbuilding period and/or the application period at any time at its sole discretion, but the bookbuilding period and/or the application period will in no event expire prior to 09:00 a.m. (CET) on 25 November 2020 or be extended beyond 16:30 p.m. (CET) on 1 December 2020. In the event of an extension of the bookbuilding period and/or the application period, the allocation date, the payment due date and the date of the listing on OSE may be changed accordingly.

Conditions for completion of the Offering

Completion of the Offering is conditional upon the OSE approving the application for listing of the Shares on Oslo Børs, or alternatively Oslo Axess (expected to be renamed Euronext Expand on 30 November 2020) and the satisfaction of any conditions for admission to trading set by OSE. Completion of the Offering is otherwise conditional on (i) the Company and the Selling Shareholder, in consultation with the Joint Global Coordinators, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process and (ii) the Company's Board of Directors resolving (a) to proceed with the Offering and (b) to issue the New Shares. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended by the Company and the Selling Shareholder.

Prospectus

The full set of terms and conditions of the Offering are set out in the prospectus prepared by the Company in connection with the Offering which was approved by the Norwegian Financial Supervisory Authority on 16 November 2020 (the "Prospectus"). The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at www.cadeler.com, www.dnb.no/emisjoner and www.sb1markets.no/prospekter. Copies of the Prospectus may be obtained free of charge at Cadeler’s offices at Arne Jacobsens Allé 7, 2300 Copenhagen, Denmark, or by contacting one of the Joint Global Coordinators.

Advisors

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.

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 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.

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.

The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.

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.

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