Cadeler A/S filed a Form 6-K on 28 October 2026 reminding shareholders that the offer period for Cadeler plc's voluntary share exchange offer, tied to the company's planned redomiciliation from Denmark to the United Kingdom, was scheduled to expire that same day at 5:00 PM Eastern Time / 10:00 PM CET.

Key Highlights

  • Offer deadline: The offer period was set to expire on 28 October 2026 at 5:00 PM Eastern Time / 10:00 PM CET, subject to any extension.
  • Exchange ratio: Each Cadeler Share with a nominal value of DKK 1.00 may be exchanged for one (1) Cadeler plc share with a nominal value of USD 1.00.
  • ADS holders: Each American Depositary Share represents four (4) Cadeler Shares, and ADS holders were required to tender by 5:00 PM Eastern Time on 28 October 2026.
  • Possible extension: Cadeler plc may extend the offer period one or more times, up to a total of 10 weeks from 22 September 2026, making 1 December 2026 the latest possible expiry date.
  • Acceptance threshold: A key condition requires shareholders to have validly tendered shares representing more than 90% of the total number and aggregate voting power of outstanding Cadeler Shares.
  • Listings: According to the filing, Cadeler is listed on the New York Stock Exchange (NYSE:CDLR) and the Oslo Stock Exchange (ticker: CADLR).

Cadeler's Redomiciliation Offer and Its Key Terms

According to the filing, the voluntary share exchange offer was launched on 21 September 2026, when Cadeler plc made an offer to all holders of Cadeler A/S shares. The offer period was subsequently extended once, as disclosed in an announcement dated 21 October 2026, moving the deadline to 28 October 2026. Cadeler A/S is described in the filing as "a pure-play offshore wind installation partner and a global leader in offshore wind turbine transport and installation," owning and operating a fleet of jack-up offshore wind installation vessels and expanding into foundation transport, installation, and operations and maintenance services.

The filing states that, following completion of the offer, Cadeler plc will become the ultimate parent company of the Cadeler Group and that "the business carried out by Cadeler plc and its subsidiaries will be the same as the business carried out by Cadeler and its subsidiaries immediately prior to the Redomiciliation." All current board members are stated to continue serving on the board of Cadeler plc, and the executive management team is described as remaining unchanged. DNB Carnegie, part of DNB Bank ASA, is identified as the receiving agent for shareholders in connection with the offer, while Computershare Inc. is named as the exchange agent and Georgeson LLC as the information agent for U.S.-based ADS holders.

The filing notes that Cadeler plc was incorporated under the laws of England and Wales specifically to facilitate the redomiciliation and that, as of the announcement date, it "has not carried out any operations or activities other than in connection with the Offer and the Redomiciliation, and has only nominal assets and no liabilities." The Form F-4 Registration Statement, which includes the U.S. Prospectus/Offer to Exchange, has been filed with the SEC and is available on the SEC's website and on Cadeler's investor relations site.

What Was Disclosed

Cadeler A/S filed a Form 6-K on 28 October 2026 reminding shareholders of the expiring offer period for Cadeler plc's share exchange offer connected to the planned corporate redomiciliation from Denmark to the United Kingdom, including key conditions, the 90% acceptance threshold, and procedures for tendering shares.