CADELER A/S: CONTEMPLATED PRIVATE PLACEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE
A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Cadeler A/S ("Cadeler" or the "Company") has retained DNB Markets, a part of DNB
Bank ASA and Sparebank 1 Markets AS as Joint Bookrunners (collectively the
"Managers") to advise on and effect a private placement of up to 23,000,000 new
shares (the "New Shares") in the Company, representing up to 19.9% of the
Company's currently registered share capital (the "Private Placement").

Transaction details

The offer price per New Share in the Private Placement and the final number of
New Shares to be issued will be determined by the Company's board of directors
(the "Board") in consultation with the Managers on the basis of an accelerated
bookbuilding process after close hereof.

The net proceeds from the Private Placement are expected to be used for partly
financing an expansion of the Company's planned new-build program to include a
second new-build wind turbine installation vessel.

On 21 April 2021, BW Wind Services Pte. Ltd. ("BW Wind") and Swire Pacific
Offshore Pte. Ltd. ("SPO") entered into a share transfer agreement pursuant to
which BW Wind increased its ownership from approximately 20.3% to 33.02%, by
acquiring secondary shares from SPO. BW Wind has also confirmed its intention to
subscribe for primary shares in this Private Placement, equal to its pro-rata
share of 33.02%, but may be scaled back slightly, in case of significant
oversubscription, and only so in order to facilitate the allocation to other
high quality investors who wish to participate in Cadeler's growth.

The bookbuilding period in the Private Placement will commence today, 28 April
2021 at 16:30 CEST and close on 29 April 2021 at 08:00 CEST. The Company may,
however, at any time resolve to shorten or extend the bookbuilding period, or
cancel the Private Placement, at their sole discretion for any reason without
notice. The Company will announce the exact number of New Shares allocated in
the Private Placement through a stock exchange notice expected to be published
before opening of the trading on Oslo Børs on 29 April 2021.

The Private Placement will be made pursuant to applicable exemptions from the
obligation to publish a prospectus and directed towards institutional and
professional investors (i) outside the United States in reliance on Regulation S
under the United States Securities Act of 1933, as amended, (the "US Securities
Act") and (ii) in the United States to "qualified institutional buyers" (QIBs)
as defined in Rule 144A under the US Securities Act as well as to major U.S.
institutional investors under SEC Rule 15a-6 to the United States Exchange Act
of 1934, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
order size and allocation in the Private Placement will be the NOK equivalent of
EUR 100,000, provided that the Company may, at its sole discretion, offer and
allocate an amount below EUR 100,000, pursuant to any applicable exemptions from
the prospectus requirement being available.

Allocation of New Shares will be determined following the expiry of the
bookbuilding period by the Board at their sole discretion following advice from
the Managers. The Company may focus on allocation criteria such as (but not
limited to) existing ownership, timeliness of the application, price leadership,
relative order size, sector knowledge, perceived investor quality and investment
horizon. Settlement is expected to take place on or about 3 
May 2021 on a delivery versus payment basis. 

The decision to launch the Private Placement of up to 23,000,000 New Shares at a
total nominal par value of DKK 23,000,000 in a directed issue at market price to
be set through an accelerated bookbuilding process is made pursuant to Article
3.2 in Cadeler's Articles of Association pursuant to which the Board of
Directors is authorised to make the share capital increase pursuant to the
authorisation granted to the Board by the general meeting on 26 October 2020.
The completion of the Private Placement is subject to the approval by the
Company's Board of Directors, including allocation and issuance of the Offer
Shares following receipt of payment hereof (jointly the "Conditions").

Delivery of the New Shares allocated in the Private Placement will, in order to
facilitate delivery-versus-payment, be made by delivery of existing and
unencumbered shares in the Company already admitted to trading on Oslo Stock
Exchange, pursuant to a share lending agreement entered into between the
Company, DNB Markets, a part of DNB Bank ASA (on behalf of the Managers) and BW
Wind (the "Share Lending Agreement"). The Managers will settle the share loan
with new shares issued in the Company following satisfaction of the Conditions.

The Company and the Managers reserve the right, at any time and for any reason,
to cancel, and/or modify the terms of, the Private Placement. Neither the
Company nor the Managers will be liable for any losses incurred by applicants if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.

The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the Norwegian Securities Trading
Act and the rules on equal treatment under Oslo Rule Book II for companies
listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on
the rule of equal treatment, and is of the opinion that the proposed Private
Placement is in compliance with these requirements. By structuring the
transaction as a private placement, the Company will be in a position to raise
capital in an efficient manner and with significantly lower completion risks
compared to a rights issue. In addition, the Private Placement is subject to
marketing through a publicly announced bookbuilding process and a market-based
offer price should therefore be achieved. The Board also aims to widen and
strengthen the Company's shareholder base by completing the transaction as a
private placement. On this basis and based on an assessment of the current
equity markets, the Board has considered the Private Placement to be in the
common interest of the Company and its shareholders. As a consequence of the
private placement structure, the shareholders' preferential rights to subscribe
for the New Shares will be deviated from. For the same reasons, the Company does
not expect to carry out a subsequent repair issue directed towards shareholders
that were not allocated shares in the Private Placement.

Advisers

DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS are acting as
Managers and Joint Bookrunners in connection with the Private Placement. 

Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company and
Gorrissen Federspiel Advokatpartnerselskab is acting as Danish legal advisor to
the Company in connection with the Private Placement.

For further information, please contact: 
Mikkel Gleerup,
CEO, Cadeler A/S
Tel: [phone]
Email: [e-mail]

About Cadeler A/S: 
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 the company 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. 
To learn more, please visit www.cadeler.com

IMPORTANT NOTICE:
This announcement is not a prospectus and does not form a part of any public
offer to sell, or a solicitation of a public offer to purchase, any securities
of the Company. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Any offering of the
securities referred to in this announcement will be made by means of a set of
subscription materials provided to potential investors. Investors should not
subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription material.

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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom 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 only for
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.

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", "expect", "anticipate",
"strategy", "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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

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 Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and 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 its affiliates accepts any liability arising from the use of
this announcement.

In connection with the Private Placement, 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 Private Placement or
otherwise. Accordingly, references in any subscription materials 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 Manager 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.
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.

This information is subject to the disclosure requirements pursuant to
Regulation (EU) No 596/2014 on market abuse ("MAR") and section 5-12 of the
Norwegian Securities Trading Act.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange