Copenhagen, December 18, 2023: With reference to the stock exchange announcement
of December 15, 2023 published by Cadeler A/S (OSE: CADLR, NYSE: CDLR)
("Cadeler") regarding the preliminary results of the share exchange offer for
all of the outstanding shares of the common stock of Eneti Inc. (NYSE: NETI)
("Eneti") (the "Share Exchange Offer"), Cadeler today announces the final
results of the Share Exchange Offer.
 
Further, Cadeler has submitted a prospectus for approval to the Danish Financial
Supervisory Authority (the "Danish FSA") regarding the new Cadeler shares to be
issued, and admitted to trading on the Oslo Stock Exchange, in connection with
the completion and settlement of the Share Exchange Offer (the "EU/EEA Listing
Prospectus"). 

Final results of the Share Exchange Offer

The offer period for the Share Exchange Offer expired on December 14, 2023, at
5:30 p.m. (ET) / 11:30 p.m. (CET). Based on the exchange agent's final count,
33,385,714 shares of Eneti common stock have been validly tendered and not
validly withdrawn in the Share Exchange Offer, corresponding to an acceptance
rate of approximately 86.39% of the total number of outstanding shares of Eneti
common stock (excluding treasury shares held by Eneti).
The acceptance rate satisfies the minimum acceptance rate as set out in the
business combination agreement between Cadeler and Eneti dated June 16, 2023.
All conditions to the Share Exchange Offer having been satisfied or waived,
subject only to registration of the capital increase in Cadeler with the Danish
Business Authority, which is expected to be completed on December 19, 2023,
Cadeler will accept for payment and promptly pay for all shares of Eneti common
stock validly tendered and not validly withdrawn in the Share Exchange Offer. 

All holders of shares of Eneti common stock validly tendered and not validly
withdrawn in the Share Exchange Offer will receive, for each such tendered
share, 0.85225 American Depositary Shares (the "Cadeler ADSs"), each one (1)
Cadeler ADS representing four (4) shares of Cadeler, nominal value DKK 1 per
share, providing for the previously agreed and announced exchange ratio of 3.409
shares of Cadeler for each share of Eneti common stock, subject to payment of
cash compensation in lieu of any fractional Cadeler ADSs, without interest and
subject to reduction for any applicable withholding taxes.

An aggregate of 113,809,868 new Cadeler shares will be issued, corresponding to
the delivery of 28,452,467 Cadeler ADSs. The aggregate amount of cash
compensation in lieu of fractional Cadeler ADSs is a total of approx. USD 6.8
thousand.

Cadeler intends to complete its acquisition of the entire equity interest in
Eneti by effecting a squeeze-out merger, to be governed by the laws of the
Republic of the Marshall Islands, pursuant to which a wholly owned subsidiary of
Cadeler (the "Merger Sub") will merge with and into Eneti, with the Merger Sub
surviving the Merger. The purpose of the Merger is for Cadeler to acquire all of
the shares of Eneti common stock that it did not acquire in the Share Exchange
Offer. Upon the consummation of the merger, the Eneti business will be held by a
wholly owned subsidiary of Cadeler.

Following the announcement of the preliminary results of the Share Exchange
Offer on December 15, 2023, the Cadeler ADSs commenced trading on New York Stock
Exchange on a "when-issued" basis subject to the official notice of issuance of
the Cadeler ADSs following completion of the Share Exchange Offer. The Cadeler
ADSs are expected to commence trading on regular-way settlement basis on or
about December 20, 2023 
Submission of the EU/EEA Listing Prospectus for approval

Cadeler has today submitted the EU/EEA Listing Prospectus to the Danish FSA for
approval. The EU/EEA Listing Prospectus relates to the new Cadeler shares
underlying the Cadeler ADSs to be issued in connection with the completion and
settlement of the Share Exchange Offer. The new Cadeler shares are to be
admitted to trading and listed on the Oslo Stock Exchange.

Following the Danish FSA's approval of the EU/EEA Listing Prospectus, Cadeler
has requested the Danish FSA to issue a certificate to passport the EU/EEA
Listing Prospectus to Norway by notifying the Norwegian Financial Supervisory
Authority. Once the EU/EEA Listing Prospectus has been passported, the new
Cadeler shares will be admitted to trading and listed on the Oslo Stock
Exchange.

Indicative Timetable

The following table sets out the expected dates and times of the outstanding key
events relating to the settlement of the Share Exchange Offer and the admission
of the Cadeler ADSs and the new Cadeler shares to the New York Stock Exchange
and the Oslo Stock Exchange, as applicable. This is an indicative timetable and
is subject to change.

Event	Calendar date
Expected date for approval of the EU/EEA Listing Prospectus for the new Cadeler
Shares		
On or about December 18, 2023
Expected settlement date		
On or about December 19, 2023
Admission to trading of the new Cadeler shares on the Oslo Stock Exchange		
On or about December 20, 2023
Commencement of trading of Cadeler ADSs on the New York Stock Exchange on a
regular-way settlement basis
On or about December 20, 2023

For further information, please contact:

Point of contact for investors:

Mikkel Gleerup, CEO
+45 3246 3102
mikkel.gleerup@cadeler.com 

Point of contact for media:

Karen Roiy, Head of Marketing & Communication
+45 6020 8706
karen.roiy@cadeler.com 

About Cadeler A/S:

Cadeler A/S is a key supplier within the offshore wind industry for installation
services and marine and engineering operations with a strong focus on safety and
the environment. Cadeler's experience as provider of high-quality offshore wind
support services, combined with innovative vessel designs, positions the company
to deliver premium services to the industry. Cadeler facilitates the global
energy transition towards a future built on renewable energy. Cadeler is listed
on the Oslo Stock Exchange (OSE: CADLR) and the New York Stock Exchange (NYSE:
CDLR).

Visit www.cadeler.com for more information.

Important Notice

This communication does not constitute a prospectus as defined by Regulation
(EU) 2017/1129 of 14 June 2017 (the "EU/EEA Prospectus Regulation") and no
public takeover offer is made pursuant to the Directive 2004/25/EC of 21 April
2004 on takeover bids in connection with the exchange offer referred to above.
This communication does not contain all the information that should be
considered concerning the Share Exchange Offer and is not intended to form the
basis of any investment decision or any other decision in respect of the
proposed transaction.

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", "expect", "anticipate",
"strategy", "intend", "estimate", "will", "potentially", "estimate", "may",
"continue", "should", "plan" and similar expressions. The absence of these
words, however, does not mean that the statements are not forward-looking. 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 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 the Company's 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
domestic and international economic, political and market conditions including
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,
factors affecting the backlog or contract profitability, actions by regulatory
authorities, customers and other third parties, the ability to implement
business plans, forecasts, and other expectations (including with respect to
synergies related to the business combination with Eneti Inc.), risks related to
the ability to project future cash utilization and reserves needed for
contingent future liabilities and business operations, changes in laws and
regulation affecting the Company or the industry in which it operates and the
potential impact of legal proceedings and actions. The factors identified are
not set out in any particular order. New risks and uncertainties may emerge from
time to time, and it is not possible to predict all risks and uncertainties.
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. Past performance should not be relied
upon, and is not, a guarantee of future performance. 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.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange