Cadeler intends to apply for a listing on the Oslo Stock Exchange

Press Release

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No one should purchase any securities in Cadeler A/S (“Cadeler” or the “Company”) except on the basis of information in any prospectus published by the Company in connection with the potential offering and admission of such securities to trading and listing on Oslo Børs.  Copies of any such prospectus will following publication, be available at the Company’s registered office and, subject to certain exceptions, through the website of the Company.

Cadeler intends to apply for a listing on the Oslo Stock Exchange

Cadeler A/S (“Cadeler” or the “Company”) today announces its intention to apply for a listing on the Oslo Stock Exchange (the “IPO”).

Cadeler, until recently known as Swire Blue Ocean, is a leading offshore wind farm installation vessel contractor headquartered in Copenhagen, Denmark. The Company owns and operates two offshore jack-up wind farm installation vessels, Pacific Orca and Pacific Osprey, two of the most capable jack-up wind farm installation vessels in the industry. In addition to installation of wind turbine generators (“WTGs”), these vessels can install foundations and perform operations and maintenance work and other tasks.

The Company can show an extensive list of 20+ wind farm installation projects since 2012, and its track record includes the installation of 287 WTGs and 414 foundations. Cadeler has an established and solid market position and contracts with a number of the offshore wind industry’s blue-chip customers, including offshore wind turbine manufacturers, power and utilities companies as well as other offshore contractors.

Cadeler’s board of directors is of the opinion that the IPO represents an important step in the development of the Company as it will (i) enable Cadeler to strengthen its capital base to pursue attractive investment opportunities currently under review by the Company, (ii) further solidify  overall market awareness of the Company for both end-clients and industry partners, (iii) further improve the Company’s ability to attract, retain and motivate talented and skilled management and personnel, and (iv) allow for a liquid market for the Company’s shares.

Richard Sell, Chairman of Cadeler and Commercial Director of Swire Pacific Offshore commented:

“Cadeler has a decade of experience executing complex offshore wind farm installation projects. The Company has built excellent relationships with blue-chip customers and has a strong orderbook, reflecting several notable contract wins over the last year. A listing on the Oslo Stock Exchange represents an important milestone in the continued development of Cadeler, positioning the Company for a next phase of growth. The listing is intended to ensure that the Company remains a market leader, offering a unique proposition in what is an exciting and rapidly expanding sector.”

Mikkel Gleerup, Chief Executive Officer of Cadeler, commented:

“As an established company in the industry, with a solid pipeline of projects, Cadeler is well positioned to consolidate its position at the top table of the offshore wind installation industry. Cadeler plans to expand and adapt to keep pace with the largest turbines in the market, with further capacity for the mega turbines to come in the future.

This growth will require significant capital investment and is expected to further strengthen the Company’s orderbook and operational flexibility. In addition to supporting our existing partners and clients in Europe, the growth is intended to enable us to capture opportunities in emerging offshore wind markets.

With a strong foundation in place for further growth, the time is right for Cadeler to access the capital markets to support this planned expansion.”

The completion of the installation of a new and extended crane boom on Pacific Osprey in Q2 2020 marked the end of a transition period for the Company in 2019-20. After a busy 2020, with several high-profile contract wins, including the turbine installation scope for Vattenfall’s 1.5GW Hollandse Kust Zuid 1-4 project, the turbine installation contract for MHI Vestas Offshore Wind’s 1.1GW Seagreen project and a foundation installation contract for the 1.4GW Hornsea Two project with DEME Offshore, Cadeler has built a strong contract backlog of approximately 5.4 vessel years and a total value potential of more than USD 330m (inclusive of options).

Rapid technological developments and resulting cost improvements in recent years have made offshore wind a highly cost competitive source of energy. Consequently, the expansion of offshore wind capacity is gaining pace globally, with solid growth in existing core markets in Europe complemented by accelerated activity in newer regional markets such as the Asia Pacific region and North America. This attractive demand combines favorably with a tightening of supply for offshore windfarm installation jack-ups, as the larger WTGs require higher capability vessels for installation. This has led to strong tailwind for Cadeler, which has secured a contract backlog providing clear visibility of attractive revenue growth in 2021 and 2022.

As offshore wind turbines continue to scale up, Cadeler is preparing itself for the installation of next-generation WTGs over the coming decade and beyond with an investment plan intended to keep the Company at the forefront of this fast-moving industry. In addition to the plans to equip Pacific Orca and Pacific Osprey with new cranes, the Company is also preparing to order a new-build vessel with capacities unseen in the industry up to now. The design of the new-build “Cadeler X-Class” vessel, created in partnership with GustoMSC, is a bespoke version of the NG-20000X-G design, with multiple customizations based on the Company’s decade of experience in the industry. Such a vessel is expected to be able to work on the most difficult sites with the largest equipment in the industry.

To prepare Cadeler’s future as a standalone listed company, the Company has obtained a senior secured credit facility of EUR 95 million from DNB Bank ASA and SpareBank 1 SR-Bank ASA (the “Debt Facility”), comprising a EUR 75 million three-year amortizing term loan and a EUR 20 million overdraft facility. The Debt Facility will benefit from Cadeler having received a Green Finance Second Opinion from CICERO with a rating of the Company’s Green Finance Framework of CICERO Medium Green.

IPO highlights

The IPO is expected to comprise a primary offering of new ordinary shares in the Company raising gross proceeds of approximately USD 100 million. As part of the IPO, it is also expected that the Company’s current sole shareholder, Swire Pacific Offshore Operations (Pte) Ltd. (“Swire Pacific Offshore”) will sell a portion of its existing shares in the Company. The net proceeds from the primary tranche are expected to be used to finance the initial instalment for the planned order of the Cadeler X-class vessel, with remaining proceeds expected to be used for working capital, general corporate purposes, repayment of any outstanding intercompany balances or to repay any amounts under the overdraft tranche of the credit facility.

The Company has received an undertaking from BW Wind Services Pte. Ltd., a company associated with BW Group, to become a significant shareholder in the Company through the subscription of USD 33 million in the IPO for a pre-money equity value of up to USD 230 million. As an industrial investor, BW applies a long-term investment perspective and intends to support the Company’s growth strategy going forward. BW will have the right to elect one member to the Company’s board of directors and has further been granted a right of first refusal by Swire Pacific Offshore to acquire up to another 20% ownership in the Company post IPO.

Subject to receiving the relevant approvals from the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority, as well as prevailing equity capital market conditions, the Company is expected to have a first day of trading on the Oslo Stock Exchange in Q4 2020.

The Company will make further announcements relating to the IPO in due course.

Advisors

DNB Markets, a part of DNB Bank ASA, and SpareBank1 Markets AS are acting as Joint Global Coordinators and Bookrunners (the "Joint Global Coordinators", or the "Managers") for the contemplated IPO. Advokatfirmaet BAHR AS is acting as 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 Managers.

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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 Managers 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 will be 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, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.

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 Managers and their affiliates are acting exclusively for the Company and the selling shareholders 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 shareholders 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 Managers 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 Managers and any of their affiliates acting as investors for their own accounts. The Managers 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 Managers 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, 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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