SCHEDULE: Cadeler A/S: Scorpio Entities Exit Shareholding

Scorpio entities have completed an exchange offer, divesting all ordinary shares in Cadeler A/S as part of a corporate redomiciliation.

Summary

• This filing is an amendment to a previous Schedule 13D, serving as an exit filing for Scorpio Holdings Limited, Scorpio Services Holding Limited, and Annalisa Lolli-Ghetti.
• The reporting persons have tendered all their ordinary shares in Cadeler A/S in exchange for ordinary shares of Cadeler plc, a newly incorporated UK entity.
• This exchange was part of Cadeler A/S's redomiciliation from Denmark to the United Kingdom.
• The exchange offer, launched on September 21, 2026, expired on October 28, 2026, with final results announced on November 2, 2026.
• As of November 4, 2026, the reporting persons no longer beneficially own any ordinary shares of Cadeler A/S.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing, primarily an administrative update confirming a divestment rather than a performance-related announcement.

Positives

• The redomiciliation to the UK and the completion of the exchange offer were successfully executed.
• The reporting persons have fully divested their stake, simplifying their holdings.

Negatives

• The filing confirms a complete exit from Cadeler A/S by significant reporting persons, indicating a lack of continued investment interest from these entities.
• The original filing date was January 17, 2024, and this amendment is filed significantly later, indicating a delayed reporting of the exit.

Risks

• The departure of significant shareholders like Scorpio Holdings and SSH could potentially impact market perception or future strategic direction if their influence was substantial.
• The redomiciliation process itself may have inherent complexities and potential unforeseen challenges, although this filing indicates successful completion.

Future Outlook

This filing is primarily an administrative update confirming the cessation of beneficial ownership of Cadeler A/S shares by the reporting persons due to an exchange offer related to a redomiciliation. It does not contain forward-looking statements or guidance regarding Cadeler A/S's future performance.

Management Comments

• As a result of the Exchange Offer described in Item 1, as of November 4, 2026, the Reporting Person ceased to beneficially own any ordinary shares of Cadeler A/S.
• This Amendment No. 1 is being filed to reflect the completion of the redomiciliation of the Issuer from Denmark to the United Kingdom (the 'Redomiciliation'), which was effected by way of a registered exchange offer ('Exchange Offer') by Cadeler plc... to exchange for each outstanding Share validly tendered and not validly withdrawn in the Exchange Offer, one (1) ordinary share of Cadeler plc...

Industry Context

StockSavvy.ai notes that corporate redomiciliations and associated share exchanges are strategic moves often undertaken to optimize tax structures, regulatory compliance, or access to capital markets. The exit of significant shareholders like Scorpio entities suggests a potential shift in the ownership landscape of Cadeler A/S.

Comparison to Industry Standards

• The exchange ratio of 1:1 for the redomiciliation is a common and straightforward approach, aiming for minimal disruption to shareholder value during such corporate restructurings.
• The process of redomiciliation via an exchange offer is a standard practice for companies seeking to change their legal domicile, as seen with various international corporations aiming for more favorable legal or financial jurisdictions.

Stakeholder Impact

• Shareholders of Cadeler A/S who participated in the exchange offer now hold shares in Cadeler plc, a UK-domiciled entity.
• The exit of Scorpio entities may lead to a broader distribution of ownership among remaining shareholders.
• Creditors and suppliers are likely unaffected by the change in domicile and ownership structure, assuming Cadeler plc assumes the liabilities of Cadeler A/S.

Next Steps

• The reporting persons have completed their divestment from Cadeler A/S.
• Cadeler plc will continue operations as the redomiciled entity.

Key Dates

Keywords

Cadeler A/S, Scorpio Holdings, Schedule 13D, Exchange Offer, Redomiciliation, Divestment, Cadeler plc, Shareholding