SCHEDULE 13D: BW Altor Pte. Ltd. Boosts Stake in Cadeler A/S to Nearly 20% After Strategic Acquisitions
Beneficial Ownership Statement
BW Altor Pte. Ltd. has increased its beneficial ownership in Cadeler A/S to 19.95% through recent market purchases and a private placement, signaling continued strategic interest in the offshore wind installation company.
Summary
- BW Altor Pte. Ltd. (BWA) beneficially owns 70,014,729 ordinary shares of Cadeler A/S, representing approximately 19.95% of the outstanding shares.
- This ownership percentage is based on a total of 350,957,583 outstanding ordinary shares of Cadeler A/S.
- BWA acquired 7,733,473 shares in a private placement on February 15, 2024, at an offer price of NOK 44.50 per share.
- Further acquisitions were made in market transactions: 943,001 shares on January 14, 2025, at an average price of NOK 58.85 per share, and 400,000 shares on January 24, 2025, at average prices of NOK 57.25, NOK 56.50, and NOK 56.65 per share.
- The funds for these acquisitions came from an equity injection by Mr. Andreas Sohmen-Pao, BWA's sole equityholder, using his personal funds.
- BWA's beneficial ownership was diluted from 30.84% to 19.57% following Cadeler's business combination with Eneti Inc. (agreement on June 16, 2023, exchange on December 19, 2023).
- The February 15, 2024 private placement maintained BWA's beneficial ownership at 19.57%, and subsequent market purchases increased it to 19.95%.
- BWA's investment in Cadeler A/S is for investment purposes, with potential future actions including purchasing/selling shares, proposing directors, seeking control, or acquiring assets.
Sentiment
Score: 8
Explanation: The document indicates a strong positive sentiment from the reporting person (BW Altor Pte. Ltd.) towards Cadeler A/S, as evidenced by their active increase in beneficial ownership after a dilutive event and their stated intent to potentially seek greater influence or control. This suggests confidence in Cadeler's future.
Positives
- BW Altor Pte. Ltd., a significant shareholder, increased its beneficial ownership in Cadeler A/S from 19.57% to 19.95%, indicating continued confidence in the company.
- The reporting person actively maintained and then increased its stake following dilution from a major business combination, demonstrating strategic commitment.
- The acquisitions were funded by an equity injection from the sole equityholder, Mr. Andreas Sohmen-Pao, using personal funds, highlighting strong financial backing for the investment.
Negatives
- BW Altor Pte. Ltd.'s beneficial ownership in Cadeler A/S was initially diluted from 30.84% to 19.57% as a result of the Eneti Inc. business combination.
Future Outlook
BW Altor Pte. Ltd. intends to periodically review its investment in Cadeler A/S. Depending on various factors including Cadeler's business, financial condition, and prospects, BWA may consider purchasing additional shares or other securities, selling all or a portion of its holdings, proposing directors for Cadeler's board, engaging in discussions to obtain direct or indirect control, acquiring assets of Cadeler, or pursuing other strategic proposals. BWA may also engage in communications with other shareholders, officers, and board members of Cadeler regarding its operations, governance, and control.
Stakeholder Impact
- Shareholders: Increased confidence due to a major investor boosting its stake and signaling long-term strategic interest.
- Management/Board: Potential for increased engagement, influence, or changes in governance structure from a significant shareholder.
Next Steps
- BW Altor Pte. Ltd. expects to review its investment in Cadeler A/S from time to time.
- BW Altor Pte. Ltd. may purchase additional shares, options, or other securities of Cadeler A/S in the open market, privately negotiated transactions, or otherwise.
- BW Altor Pte. Ltd. may sell all or a portion of its beneficially owned or hereafter acquired shares or other securities.
- BW Altor Pte. Ltd. may propose one or more directors for Cadeler A/S's board of directors.
- BW Altor Pte. Ltd. may engage in discussions, negotiations, or other transactions with a view to obtaining direct or indirect control of Cadeler A/S.
- BW Altor Pte. Ltd. may acquire assets of Cadeler A/S and its subsidiaries.
- BW Altor Pte. Ltd. may engage in other proposals deemed appropriate, including those related to Cadeler's operations, governance, and control.
- BW Altor Pte. Ltd. may engage in communications with Cadeler A/S shareholders, officers, and board members.
Key Dates
| Date | Description |
|---|---|
| November 2020 | Cadeler A/S's initial public offering and listing on the Oslo Stock Exchange, where BWA became a holder of shares. |
| June 16, 2023 | Cadeler A/S and Eneti Inc. entered into a business combination agreement. |
| November 7, 2023 | Cadeler A/S launched the Tender Offer for Eneti Shares. |
| December 19, 2023 | Eneti Shares tendered in the Offer were exchanged for Cadeler ADSs, and Cadeler Shares commenced trading on the NYSE. |
| February 15, 2024 | BW Altor Pte. Ltd. acquired 7,733,473 shares in a private placement by Cadeler A/S. |
| January 14, 2025 | BW Altor Pte. Ltd. acquired 943,001 shares in market transactions. |
| January 24, 2025 | BW Altor Pte. Ltd. acquired 400,000 shares in market transactions. |
| February 19, 2025 | Date of filing signature for the Schedule 13D. |
| December 20, 2024 | Date of Cadeler A/S's registration statement on Form F-3 filed with the SEC, which disclosed the total outstanding ordinary shares. |
Keywords
Cadeler A/S, BW Altor Pte. Ltd., Schedule 13D, Beneficial Ownership, Share Acquisition, Private Placement, Market Transactions, Eneti Inc. Merger, Offshore Wind, Investment Strategy
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